AGREEMENT

 

                                    AGREEMENT

 

                                     Between

 

                                 IVPCARE, INC.,

 

                                       And

 

                            INTEGRAMED AMERICA, INC.

 

         THIS AGREEMENT ("Agreement"), is dated October 1, 2005 and is made and

entered into by and between ivpcare, Inc., a Texas corporation with its

principal place of business at 7164 Technology Drive, Suite 100, Frisco, Texas

750034 ("IVP"), and IntegraMed America, Inc., a Delaware corporation with its

principal place of business at Two Manhattanville Road, Purchase, New York 10577

("IntegraMed"). IVP and IntegraMed are individually referred to herein as a

"Party" and collectively referred to as "Parties."

 

                                     RECITALS

 

         0.1 WHEREAS, IVP is a licenced pharmacy specializing in dispensing

ingestable, injectable, and infusion drugs, pharmaceuticals, and products

related to the treatment of human infertility, pursuant to the prescription of a

duly licensed and authorized physician ("Pharmaceutical Products") to end-user

patients ("Customers");

 

         0.2 WHEREAS, IntegraMed has developed, and may develop in the future,

relationships, affiliations and associations with certain infertility medical

practices, as set forth on Exhibit 0.2 attached hereto, as may be amended from

time to time (such existing and any future medical practice and associated

infertility medical practices shall hereinafter be referred to collectively as

the "Medical Practices");

 

         0.3 WHEREAS, IntegraMed arranges for the retail distribution of

Pharmaceutical Products and educational materials to Customers of the Medical

Practices (collectively herein, "Pharmaceutical Services");

 

         0.4 WHEREAS, IntegraMed will, through a variety of marketing

communications, management, and patient education efforts, introduce Customers

of the Medical Practices to the availability and benefits of the Pharmaceutical

Services it offers (the "Marketing Services") in recognition that on-going

communciations with the Medical Practices will facilitate greater penetration

and utilization of the Pharmaceutical Services by the Customers of the Medical

Practices; it being specifically understood that IntegraMed's efforts shall not

be the sole marketing efforts to the Medical Practices, but shall be in addition

to certain sales efforts made by IVP pursuant to Section 3.1.7; and

 

                                    

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         0.5 WHEREAS, IVP will provide administrative, business, and pharmacy

services as are necessary and appropriate for the provision of Pharmaceutical

Services to Customers of the Medical Practices (the "Services"); and

 

                  NOW, THEREFORE, in consideration of the foregoing premises and

of the mutual covenants and obligations set forth herein, and for such other

good and valuable consideration the receipt and sufficiency of which are hereby

acknowledged, the parties to this Agreement hereby covenant and agree as

follows:

 

 

                                     ARTICLE 1

 

                                   DEFINITIONS

 

                  1.1   DEFINITIONS.   For the   purposes   of this   Agreement,   the

following definitions shall apply:

 

                  1.1.1 "Cost of Operations" shall mean a monthly fee recorded

         by IVP on the last day of each month for the items described in Section

         2.1 below. Cost of Operations shall equal that percentage of the Net

         Sales realized or accrued during the current month as set forth on

          Exhibit 1.1.1 attached hereto, as may be amended from time to time.

 

                  1.1.2 "Cost of Pharmaceutical Products" shall mean the cost of

         Pharmaceutical Products sold by IVP resulting in Net Sales to Customers

         of Medical Practices and shall equal IVP's wholesale cost for such

         Pharmaceutical Products, as set forth on Exhibit 1.1.2 attached hereto,

         as may be amended from time to time.

 

                  1.1.3 "Collections" shall mean all payments actually received

         by IVP from the distribution of Pharmaceutical Products to Customers of

         the Medical Practices and the provision of Pharmaceutical Services

         hereunder.

 

                  1.1.4 "Cycle Kit" shall mean the packaging format and patient

         education materials that IVP supplies to Customers of the Medical

         Practices under the trade name "Cycle Kit(TM)."

 

                  1.1.5 "Direct Costs" shall mean the cost of outside

         accountants and attorneys who provide services directly related to Net

         Sales.

 

                  1.1.6 "Employees" shall mean such accounting, nursing,

         pharmacy, secretarial, receptionist, and billing and collections

         personnel necessary for IVP to provide the Services related to Net

         Sales. Such Employees may be employees exclusively of IVP, or may be

         independent contractors or leased employees.

 

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                  1.1.7 "Fiscal Year" shall mean the 12-month period beginning

         January 1 and ending December 31 of each year.

 

                  1.1.8 "GAAP" shall mean generally accepted accounting

         principles applied to public companies in the United States.

 

                  1.1.9 "Joint Committee" shall mean the committee   described in

         Section 5.1 below.

 

                  1.1.10 "Month" shall mean a calendar month.

 

                  1.1.11 "Net Sales" shall mean gross revenues resulting from

         the provision of the Services, by IVP to Customers of the Medical

         Practices, that are earned and recorded in accordance with GAAP less

         contractual sales discounts and bad debt.

 

 

                                    ARTICLE 2

 

                               COST OF OPERATIONS

 

         2.1 COST OF OPERATIONS. The Cost of Operations reflected on Exhibit

1.1.1 as a pre-determined percentage of Net Sales cover, and fully compensate

IVP for the following costs and expenses with respect to the Net Sales:

 

                   2.1.1 Salaries, fringe benefits, payroll taxes, and other

         costs of employing or retaining employees to provide the Services, as

         defined in Section 0.7 hereof;

 

                  2.1.2 Any sales and use taxes assessed   against IVP related to

         provision of the Services ;

 

                  2.1.3 Professional and regulatory licensure fees;

 

                  2.1.4   Insurance   premiums   that are paid with   respect to the

         insurance delineated in Article 11 below.

 

                   2.1.5 Such other costs and expenses   actually   incurred by IVP

         reasonably necessary for the provision of the Services.

 

         2.2 In addition to the Cost of Operations provided for in Section 2.1,

IVP shall be entitled to an interest expense cost, with respect to its accounts

receivables resulting from Net Sales, at a rate equal to LIBOR plus 2.25%,

adjusted monthly based on the LIBOR for the applicable month.

 

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         2.3 Notwithstanding anything to the contrary contained herein, Cost of

Operations shall not include the following:

 

                  2.3.1 Direct Costs;

 

                  2.3.2 The Marketing Services Fee;

 

                  2.3.3 Any federal or state   income or   franchise   taxes of IVP

         related to Net Sales; or

 

                  2.3.4 Cost of Pharmaceutical Products.

 

 

 

                                    ARTICLE 3

 

                       DUTIES AND RESPONSIBILITIES OF IVP

 

         3.1 SERVICES AND ADMINISTRATION. IVP agrees to record and account

separately for Net Sales and agrees that the Services delineated in this Section

3.1, all of which shall be fully compensated by and included in the Cost of

Operations and applicable Sales Support Fee.

 

                   3.1.1 IntegraMed hereby appoints IVP as IntegraMed's sole and

         exclusive agent and administrator to distribute Pharmaceutical Products

         to Customers of the Medical Practices and grants IVP all the necessary

         authority to carry out its duties and responsibilities pursuant to the

         terms of this Agreement.

 

                  3.1.2 IVP shall bill Customers and collect fees for

         Pharmaceutical Products supplied to Customers of the Medical Practices.

 

                   3.1.3 IVP shall maintain all files and records relating to

         accounting and billing records, and collection records with respect to

         the Net Sales. Prescription records shall at all times be and remain

         the property of IVP. IVP's maintenance of all files and records shall

         comply with all applicable state and federal laws and regulations,

         including, without limitation, those pertaining to confidentiality of

         patient records. The records relating to Customers of the Medical

         Practices shall be expressly deemed confidential and shall not be made

         available to any third party except in compliance with all applicable

         laws, rules, and regulations. IVP may utilize such records in order to

         provide the Services hereunder, to perform billing functions, and to

         prepare for the defense of any lawsuit in which those records may be

         relevant. The obligation to maintain the confidentiality of such

         records shall survive termination of this Agreement. IntegraMed,

         subject to applicable HIPAA regulations and State privacy laws, shall

         have unrestricted access to all of such records at all times and such

 

 

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         right shall survive any termination of this Agreement. In connection

         therewith, IntegraMed agrees to enter into IVP's standard Business

         Associate Agreement required under HIPAA.

 

                  3.1.4 IVP shall maintain all reasonably necessary management,

         administrative, supervisory, nursing, pharmacy, clerical, accounting

         and bookkeeping employees necessary to provide, and IVP shall provide,

         quality and competent Pharmaceutical Services to Customers of the

         Medical Practices. IVP shall provide such computer services, printing,

         postage and duplication services, and any other necessary or

         appropriate administrative services reasonably necessary for the

         provision of Pharmaceutical Services to Customers of the Medical

         Practices. IVP shall have the responsibility for hiring, supervising,

         promoting, reprimanding, suspending, and/or reinstating and terminating

         its employees consistent with IVP's policies and procedures.

 

                  3.1.5 IVP shall arrange for such legal and accounting services

         as may be reasonably required in the ordinary course of providing the

         Pharmaceutical Services; provided, however, that IVP shall have no

         authority to arrange for any legal or accounting services on behalf of

         IntegraMed. IVP will maintain all bookkeeping services necessary to

         support the Pharmaceutical Services made available to Customers of the

          Medical Practices, including, without limitation, maintenance, custody,

         and supervision of all business records, papers, documents, ledgers,

         journals and reports, and the preparation, distribution, and

         recordation of all bills and statements for services rendered by IVP,

         including the billing and completion of reports and forms required by

         insurance companies, governmental agencies, or other third-party

         payors.

 

                  3.1.6 IVP shall remit to IntegraMed monthly the IntegraMed

         Marketing Services Fee provided for in Article 6 hereof.

 

                  3.1.7 In connection with any Pharmaceutical Products sold to

         Customers of the Medical Practices, IVP shall provide CycleTriage,

         CycleTrack, CycleKits and any patient educational materials in the same

         manner as it provides such to Customers purchasing Pharmaceutical

         Products directly from IVP. Monthly sales call report documentation

         shall be provided to IntegraMed.

 

                  3.1.8 IVP shall distribute the Pharmaceutical Products to

         Customers of the Medical Practices in accordance with all applicable

         laws and regulations and as prescribed by physicians associated with

         the Medical Practices.

 

         3.2 FINANCIAL PLANNING AND GOALS. IVP shall prepare annual Net Sales

projections reflecting the anticipated revenues and expenses. IVP shall present

the projections to the Joint Committee for its approval at least 30 days prior

to the commencement of the Fiscal Year. If the Joint Committee does not agree on

the projections or any aspect thereof for any Fiscal Year, the projections for

the preceding Fiscal Year shall serve as the budget until such time as

projections are approved.

 

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<PAGE>

 

         3.3       FINANCIAL STATEMENTS.

                  --------------------

 

                  3.3.1 IVP shall prepare and, within 6 business days following

         the end of each month, present to IntegraMed a statement showing the

         Net Sales, related expenses and fees due IntegraMed for the month and

         for the Fiscal Year to date.

 

                  3.3.2 IVP shall prepare and, within 30 days following each

          Fiscal Year end, present to IntegraMed a statement showing the Net

         Sales, related expenses and fees earned by IntegraMed for the Fiscal

         Year then ended. At the election of IntegraMed, expressed in writing to

         IVP at least 90 days prior to the end of a Fiscal Year, the statement

         referred to in this Section 3.3.2 shall be audited by Amper, Politziner

         & Mattia or other independent certified public accountant, at

         IntegraMed's expense.

 

                  3.3.3 IVP's failure to present the statement to IntegraMed in

         accordance with Section 3.3.2 within 45 days following the end of the

         Fiscal Year shall be deemed a material breach subject to Section 8.1.2

         below.

 

 

                                     ARTICLE 4

 

                   DUTIES AND RESPONSIBILITIES OF INTEGRAMED

 

 

         4.1 OVERSIGHT. IntegraMed, while delegating to IVP the fulfillment of

Pharmaceutical Services to Customers of the Medical Practices through this

Agreement, shall nonetheless have active oversight in IVP's fulfillment of

Pharmaceutical Services to Customers of the Medical Practices through its

participation in the Joint Committee. IntegraMed hereby agrees that all

compensation, expenses, and travel costs for its officers, directors, employees,

and consultants, shall be paid by IntegraMed.

 

         4.2 COOPERATION WITH IVP. IntegraMed agrees that during the Term of

this Agreement, it will use its best efforts to cause its officers and employees

to execute such documents, agreements, notifications, and consents and take such

steps reasonably necessary to assist IVP in providing its Services under this

Agreement.

 

         4.3 SALES AND MARKETING. IntegraMed shall provide marketing services in

the form of Customer education concerning the availability of the Pharmacuetical

Products and training Medical Practice personnel on the availabilty of the

Pharmaceutical Products. IntegraMed shall prepare an annual sales and marketing

plan for generation of Net Sales detailing its anticipated activities in such

regard. IntegraMed shall present the plan to the Joint Committee for its

approval at least 45 days prior to the commencement of the Fiscal Year. If the

Joint Committee does not agree on the plan or any aspect thereof for any Fiscal

Year, the plan, or portion of the plan in disagreement, for the preceding Fiscal

 

 

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<PAGE>

 

Year shall serve as the plan until such time as a plan is the subject of

agreement. Monthly marketing activity documentation will be provided to IVP by

IntegraMed.

 

                                    ARTICLE 5

 

                        JOINT DUTIES AND RESPONSIBILITIES

 

         5.1 FORMATION AND OPERATION OF JOINT COMMITTEE. IVP and IntegraMed

shall establish a Joint Committee (the "Joint Committee"), which shall be

responsible for developing marketing policies for the overall provision of the

Services by IVP and IntegraMed hereunder. IntegraMed and IVP shall each be

entitled to elect two members to the Joint Committee, provided, however, that

each party shall be allowed only one vote on each matter submitted to the Joint

Committee for its vote. The representatives of IntegraMed and IVP on the Joint

Committee shall be either directors or executive officers of their respective

parties.

 

                  5.2 DUTIES AND   RESPONSIBILITIES   OF THE JOINT COMMITTEE.   The

Joint Committee shall have the following duties and responsibilities:

 

                  5.2.1 ANNUAL PROJECTIONS AND MARKETING PLANS. All annual

         projections prepared by IVP, and all sales, marketing, advertising, and

         promotions plans prepared by IntegraMed, shall be subject to the

         review, amendment, approval, and/or disapproval of the Joint Committee.

         Approval shall not be unreasonably withheld.

 

                  5.2.2   STRATEGIC   PLANNING.   The Joint Committee shall develop

         long-term strategic plans, from time to time.

 

                  5.2.3   RETAIL   PRICING   POLICIES.   The Joint   Committee   shall

          establish retail pricing policies.

 

                  5.2.4 PROVIDER   CONTRACT.   The Joint Committee shall have veto

         authority over marketing any managed care, PPO, HMO,   Medicare risk and

         other provider contracts to the Medical Providers.

 

 

                                    ARTICLE 6

 

                                 INTEGRAMED FEES

 

         IntegraMed   shall be paid a marketing   services   fee,   accrued and paid

monthly but reconciled to the annual results of operations,   equal to 50% of the

amount of Net Sales less the sum of (a) the Cost of Pharmaceutical Products, (b)

Cost of Operations for such month, (c) Direct Costs for such month and (d) the

 

 

                                  Page 7 of 21

<PAGE>

 

 

applicable IVP Sales Intervention Fees set forth on Exhibit 0.2 (the Marketing

Services Fee"). The Marketing Services Fee shall be paid to IntegraMed on or

before the 20th calendar day following the month in which the Marketing Services

Fee is earned.

 

 

                                     ARTICLE 7

 

                    EXCLUSIVE SERVICE RIGHT, TERM AND RENEWAL

 

         7.1 IntegraMed grants IVP the exclusive right to provide the

Pharmaceutical Services on behalf of IntegraMed during the Term of this

Agreement.

 

         7.2 The term of this Agreement shall begin on October 1, 2005 (the

"Effective Date") and shall expire on June 30, 2009 (unless this Agreement is

renewed from time to time as provided in this Section 8.2) or on any earlier

date if this Agreement is terminated pursuant to Article 8 below (the Effective

Date through the date of final expiration or termination shall be referred to as

the "Term of this Agreement"). This Agreement may be renewed by either party, if

within the period of 180 days prior to the date of expiration, one party gives

notice to the other of its intention to continue this Agreement under the same

terms and conditions as set forth herein or under such different terms and

conditions as particularly set forth in the written notice and further providing

that the other party has 30 days from the date of notice to accept, reject, or

modify the offer. If within 30 days the other party does not respond or by

written notice accepts, this Agreement shall continue for an additional 10 years

under the terms and conditions as provided in the notice. In the event the offer

is not accepted, the parties agree to negotiate, in good faith, a renewal of

this Agreement.

 

 

                                    ARTICLE 8

 

                          TERMINATION OF THE AGREEMENT

 

         8.1 TERMINATION. This Agreement may be terminated