SUBMANAGMENT AGREEMENT

 

                             SUBMANAGMENT AGREEMENT

 

 

         THIS SUBMANAGEMENT AGREEMENT ("Agreement") is dated January 1, 2005, by

and between Reproductive Partners, Inc., a Delaware corporation, with its

principal place of business at 510 North Prospect Avenue, Suite 202, Redondo

Beach, California 90277 ("RPI") and IntegraMed America, Inc., a Delaware

corporation with a principal place of business at Two Manhattanville Road,

Purchase, New York 10577 ("IntegraMed").

 

                                WITNESSETH THAT:

 

         WHEREAS, RPI and Reproductive Partners Medical Group, Inc., with a

place of business at 510 North Prospect Avenue, Suite 202, Redondo Beach,

California 90277 ("RPMG") have entered into a certain First Amended Management

Services and Facility Agreement (the "Management Agreement") dated January 1,

2005 and attached hereto as Exhibit A, whereby RPMG has retained the services of

RPI to perform management, services and administrative functions, on its behalf,

relating to its medical practice and the provision of Infertility Services, as

such term is defined in the Management Agreement; and

 

         WHEREAS, pursuant to the Management Agreement, the RPI will be

responsible for provision of all management obligations as set forth in the

Management Agreement, and

 

         WHEREAS, IntegraMed is engaged in the business of furnishing management

services to medical practices specializing in the provision of Infertility

Services; and

 

         WHEREAS, RPI desires to obtain the services of IntegraMed to perform

certain of its duties as contained in the Management Agreement (the

"Submanagement Services"); and

 

         WHEREAS, IntegraMed has offered to provide the Submanagement Services

to RPI on the basis, terms and conditions set forth in this Agreement.

Capitalized terms used herein and not otherwise defined shall have the meaning

given to them in the Management Agreement.

 

         NOW, THEREFORE, in consideration of the foregoing and of the full and

faithful performance of all the terms, conditions, and obligations herein

contained, and intending to be legally bound hereby, RPI and IntegraMed agree as

follows:

 

         1. TERM. Unless otherwise terminated as provided herein, the term of

this Agreement shall commence on January 1, 2005 (the "Commencement Date") and

end December 29, 2029 (the "Term").

 

         2. FEES. RPI shall pay IntegraMed a monthly management fee during the

Term (hereinafter called the "Management Fee") equal to the sum of (a) the Cost

of Services (as defined in the Management Agreement) that IntegraMed incurs on

RPI's behalf, (b) the Base Management Fee (as defined in the Management

Agreement) paid by RPMG to RPI under the Management Agreement, plus (c) ninety

percent (90%) of the Additional Service Fee (as defined in the Management

 

 

                                  Page 1 of 8

<PAGE>

 

 

Agreement) paid by RPMG to RPI under the Management Agreement. Such Management

Fee shall be paid without set-off or deduction within three (3) business days

after RPI receives its Compensation from RPMG under the terms of the Management

Agreement.

 

                  2.1 In addition to any other Cost of Services, as defined in

         the Management Agreement, RPMG shall reimburse IntegraMed for RPMG's

         allocable portion of a third-party vendor invoice for a product or

         service offered through the IntegraMed FertilityPartner network which

         is utilized by RPMG in its sole discretion and based on RPMG's actual

         volume related usage for or of the particular product or service

         without any charge for IntegraMed's Overhead related to the product or

         service.

 

         3.       SERVICES TO BE PROVIDED, OBLIGATIONS AND COMMITMENTS.

 

         3.1 IntegraMed shall provide such services to be provided by the RPI

under the Management Agreement as requested by the RPI. In providing its

services under this Agreement, IntegraMed shall be subject to all the terms

covenants and conditions in the Management Agreement, in addition to those set

forth herein, including but not limited to the exclusivity provisions contained

in Section 3.1.1 of the Management Agreement. The termination of the Management

Agreement for any reason whatsoever shall cause an automatic and contemporaneous

termination of this Submanagement Agreement. RPI represents and warrants that as

of the Commencement Date it is not in default of any provisions of the

Management Agreement.

 

                  3.1.1 Section 1.1.11 of the Management Agreement is hereby

deleted in its entirety and the following is hereby substituted therefor:

 

                  "Section 1.1.11 "RPI Overhead" shall mean salaries, bonuses,

                  payroll taxes and benefits for IntegraMed corporate office

                  employees, rent and expenses related to the operation of the

                  IntegraMed's corporate office, travel and entertainment

                  expenses for corporate employees and expenses related to the

                  status of RPI's shareholder, IntegraMed, as a publicly-held

                  corporation."

 

         3.2 IntegraMed shall make available to RPMG the services as described

in the Management Agreement and the "INTEGRAMED RESOURCES, PRODUCTS AND SERVICES

TO PARTNER PRACTICES," attached as Exhibit 3.2, as modified from time to time.

Additionally, such other services as IntegraMed may from time to time make

available to its network of infertility practitioners shall be made available to

RPMG. IntegraMed reserves the right to alter, modify or cease any service;

provided, however, there is no material alteration of RPMG's ability to continue

its business in a manner substantially similar to operations prior to the

decision to alter, modify or cease any Service. IntegraMed will provide those

business services described in Exhibit 3.2 which are part of IntegraMed's

Overhead and for which value is attributed as part of the services described

therein, at no additional cost to RPMG. Other services described in Exhibit 3.2

which are not included within IntegraMed's Overhead, shall be provided, at

RPMG's request, as a Cost of Services to RPMG.

 

         3.3 In case of any breach or default of this Submanagement Agreement by

IntegraMed, RPI shall have the same rights against IntegraMed as would be

 

 

                                  Page 2 of 8

<PAGE>

 

available to RPMG against RPI under the Management Agreement if such breach were

by RPI thereunder. IntegraMed will duly and faithfully observe all the terms and

restrictions and perform all the obligations imposed upon RPI under the

Management Agreement.

 

         3.4 IntegraMed shall not do or permit anything to be done which would

cause the Management Agreement to be terminated or forfeited by reason of any