AMENDMENT NO. 1 TO SERVICE AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY
THIS AMENDMENT NO. 1 TO SERVICE AGREEMENT ("Amendment No. 1"), is dated
June 14, 2002 by and between IntegraMed America, Inc., a Delaware corporation
with its principal place of business at Xxx Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx
Xxxx 00000 ("INMD") and Northwest Center for Infertility and Reproductive
Endocrinology, a Florida general partnership, with its principal place of
business at 0000 Xxxxx Xxxxx Xxxx 0, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000
("NCIRE"). Fertility Institute of South Florida, Inc., a Florida corporation
with its principal place of business about to be 0000 Xxxxx Xxxxx Xxxx 0, Xxxxx
000, Xxxxxxx, Xxxxxxx 00000 ("Subsidiary") has joined in this Agreement.
RECITALS:
INMD and NCIRE entered into a Service Agreement dated April 26, 2002
(the "Service Agreement"); and
INMD and NCIRE wish to amend further the Service Agreement, in
pertinent part, to provide for an additional Exclusive Service Right
consideration, in light of NCIRE's acquisition of Subsidiary.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Service Agreement, INMD, NCIRE and
Subsidiary agree as follows:
1. Article 8 is hereby amended to add the following additional Section:
"8.3 The Exclusive Service Right includes the medical practice of
Subsidiary, which was acquired by NCIRE effective June 14, 2002, in
consideration of INMD funding the acquisition of Subsidiary in the amount of
$625,000.00
2. All representations of and covenants by NCIRE set forth in the
Service Agreement are hereby amended to include the medical practice of
Subsidiary.
3. All other provisions of the Service Agreement, as amended, not in
conflict with this Amendment No. 1 remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 1 the
date first above written.
INTEGRAMED AMERICA, INC.
By: /s/Xxxx X. Xxxxxx, Xx.
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Xxxx X. Xxxxxx, Xx., Sr. Vice President
NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY
By: XXXXX X. XXXXXX, M.D., P.A., a general partner
By: /s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxxx, M.D., President
FOREGOING SECTION 1 IS HEREBY ACKNOWLEDGED AND ACCEPTED:
FERTILITY INSTITUTE OF SOUTH FLORIDA, INC.
By: /s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxxx, M.D., President