BETWEEN
INTEGRAMED AMERICA, INC.
AND
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT NO. 10 TO SERVICE AGREEMENT ("Amendment No. 10"), is
dated as of January 1, 2005 by and between IntegraMed America, Inc., a Delaware
corporation, with its principal place of business at Two Xxxxxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000 ("INMD") and Fertility Centers of Illinois, an Illinois
Medical Service corporation, with a place of business at 0000 Xxxx Xxxx Xxxxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxxx corporation, ("PC").
RECITALS:
WHEREAS, INMD and PC are parties to a Service Agreement dated February
28, 1997, as amended (the "Agreement");and
WHEREAS, INMD and PC wish to amend further the Agreement, in pertinent
part to clarify certain financial and other terms and conditions;
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Agreement, as amended, INMD and PC
agree as follows:
1. Section 6.1.4 of the Agreement is hereby deleted in its entirety and the
following substituted therefor:
"6.1.4 effective January 1, 2005, during each year of this
Agreement, an Additional Service Fee, paid monthly but
reconciled quarterly, in accordance with the following table:
Applicable Year Additional Service Fee
--------------- ----------------------
2005 12% of Revenue, not to exceed 10% of PDE
2006 12% of Revenue, not to exceed 10 % of PDE
2007 and thereafter 12% of Revenue, not to exceed 10% of PDE
Notwithstanding anything in this Section 6.1.4 to the contrary,
beginning January 1, 2007, the minimum annual Additional Service Fee paid to
IntegraMed under this Agreement shall not be less than $932,484 per year but in
no event shall exceed 20% of PDE, and the maximum annual Additional Service Fee
paid to IntegraMed shall not exceed $1,865,000."
2. All other provisions of the Agreement, as amended, not in conflict with this
Amendment No. 10 remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 10 as
the date first written above.
INTEGRAMED AMERICA, INC.
By: /s/Xxx Xxxxxx
---------------------------------
Xxx Xxxxxx, President
FERTILITY CENTERS OF ILLINOIS, S.C.
By:/s/Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx, M.D., President
