SECOND AMENDED AND RESTATED LOAN AGREEMENT


                  This SECOND AMENDED AND RESTATED LOAN AGREEMENT, dated as of
August 8, 2007, by and between INTEGRAMED AMERICA, INC., a Delaware corporation
(the "Borrower"), and BANK OF AMERICA, N.A. (the "Bank").

                                 R E C I T A L S

                  WHEREAS, the Borrower and the Bank entered into the Amended
and Restated Loan Agreement, dated as of September 28, 2001, as amended by a
First Amendment dated as of September 16, 2002, a Second Amendment dated as of
July 31, 2003, a Third Amendment dated as of November 14, 2003, a Fourth
Amendment dated as of March 21, 2005 and a Fifth Amendment dated as of December
23, 2005 (as so amended, the "Original Loan Agreement").

                  WHEREAS, the Borrower, IDVC Acquisition Co., a Delaware
corporation and a wholly-owned Subsidiary of the Borrower ("Acquisition Sub"),
and Vein Clinics of America, Inc., a Delaware corporation ("VCA"), have entered
into the VCA Acquisition Agreement (defined below), pursuant to which
Acquisition Sub will purchase (the "VCA Acquisition") all of the capital stock
of VCA for cash and shares of the Borrower. Following the consummation of the
VCA Acquisition, Acquisition Sub will be merged with and into VCA, with VCA as
the surviving entity.

                  WHEREAS, on the Effective Date (as defined below) (but before
giving immediate effect to this Agreement), (a) the Term Loan (as defined in the
Original Loan Agreement) in the principal amount of $7,738,095.22 is outstanding
under the Original Loan Agreement (the "Original Term Loan") and (b) the
Revolving Credit Loans (as defined in the Original Loan Agreement) in an
aggregate principal amount of $0 are outstanding under the Original Loan
Agreement.

                  WHEREAS, the Borrower desires (a) to create a class of a New
Term Loan (as defined below) in an aggregate principal amount of $25.0 million
(the proceeds of which shall be applied to repay in full the Original Term Loans
and to finance in part the Transactions (as defined below)), and (b) to make
certain other changes as provided herein.

                  WHEREAS, the parties hereto desire to amend and restate the
Original Credit Agreement in its entirety on the Effective Date on and subject
to the terms and conditions set forth herein (a) to provide for the New Term
Loan and the funding thereof, (b) to permit the consummation of the VCA
Acquisition and the other transactions contemplated thereby, (c) to continue to
provide for the $10.0 million revolving credit facility pursuant to which
Revolving Credit Loans (as defined below) may be made to the Borrower and
Letters of Credit (as defined below) may be issued thereunder for the account of
the Borrower or any Subsidiary of the Borrower and (d) to make certain other
changes as provided herein.

                  WHEREAS, the Obligations (as defined in the Original Loan
Agreement) of the Loan Parties under the Loan Documents (as defined in the
Original Loan Agreement (the "Original Documents") are secured by certain
collateral and are guaranteed or supported or otherwise benefited by the
Original Documents.

                  WHEREAS, the parties hereto intend that (a) the Obligations of
the Loan Parties under the Original Loan Documents that remain unpaid and
outstanding as of and after giving effect to the Amendment Effective Date (the
"Original Obligations") shall continue to exist under and be evidenced by this

<PAGE>

Agreement and the other Loan Documents (as defined below), (b) any SBLC (as
defined in the Original Loan Agreement) outstanding under the Original Loan
Agreement as of the date of this Agreement (the "Existing LC") shall be a Letter
of Credit (as defined below) hereunder and (c) the "Collateral" (as such term is
defined in the Original Documents) shall continue to secure, guarantee, support
and otherwise benefit the Original Obligations and the Obligations (as defined
below) under this Agreement and the other Loan Documents.

                  WHEREAS, the proceeds of the Loans (defined below) are to be
used in accordance with Section 2.12.

                  WHEREAS, the Bank is willing to amend and restate the Original
Loan Agreement in its entirety and is willing to continue and extend such credit
to the Borrower and issue Letters of Credit for the account of the Borrower, and
the Borrower is willing to amend and restate the Original Loan Agreement in its
entirety, in each case on the terms and subject to the conditions set forth
herein.

                  NOW THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the Original Loan
Agreement is hereby amended and restated to read in its entirety as follows and,
accordingly, the parties hereto agree as follows:

                            ARTICLE 1. DEFINITIONS.

         1.1 Defined  Terms.  As used herein the following  terms shall have the
following meanings:

         "Accounts" shall mean those accounts arising out of the sale or lease
of goods or the rendition of services by the Borrower.

         "Account Debtor" shall mean the Person who is obligated on or under an
Account.

         "Acquisition" shall mean, with respect to any Person, the acquisition
by purchase or otherwise (a) of the business or assets of or Capital Stock of
another Person (other than any then existing Specified Person) and/or (b) of the
right to manage and/or service certain aspects of the business of a Practice
Group, whether pursuant to a Management Agreement or otherwise.

         "Acquisition Cost" shall mean with respect to any otherwise Permitted
Acquisition, the sum of (i) all cash consideration paid or agreed to be paid by
the acquiror to make such Acquisition (inclusive of payments by such person of
the seller's professional fees and expenses and other out-of-pocket expenses in
connection therewith), plus (ii) the fair market value of all non-cash
consideration paid by such Person in connection therewith, plus (iii) an amount
equal to the principal or stated amount of all liabilities assumed or incurred
by such Person in connection therewith, plus (iv) any optional or mandatory
capital contributions made to such entity by such Person. The principal or
stated amount of any liability assumed or incurred by an acquiror in connection
with an Acquisition which is a contingent liability shall be an amount equal to
the stated amount of such liability or, if the same is not stated, the maximum
reasonably anticipated amount payable by such person in respect thereof as
determined by such person in good faith.

                                      -2-
<PAGE>

         "Acquisition Cost Individual Threshold Amount" shall mean, with respect
to any Acquisition consummated at any time during the period set forth in the
table below, the amount set forth below opposite such period:
<TABLE>

<CAPTION>

    Period                                                                          Amount
    ------------------------------------------------------------------------------- ---------------
    ------------------------------------------------------------------------------- ---------------
<S>                                                                                <C>
    From and including the Effective Date through and including July 31, 2008       $2,500,000
    ------------------------------------------------------------------------------- ---------------
    ------------------------------------------------------------------------------- ---------------
    From and including August 1, 2008 through and including July 31, 2009           $5,000,000
    ------------------------------------------------------------------------------- ---------------
    ------------------------------------------------------------------------------- ---------------
    From and including August 1, 2009 through and including July 31, 2010           $5,500,000
    ------------------------------------------------------------------------------- ---------------
    ------------------------------------------------------------------------------- ---------------
    From and including August 1, 2010 and any time thereafter                       $6,000,000
    ------------------------------------------------------------------------------- ---------------
</TABLE>

         "Acquisition Cost Aggregate Threshold Amount" shall mean, with respect
to all Acquisitions consummated at any time during the period set forth in the
table below, the amount set forth below opposite such period:
<TABLE>

<CAPTION>

    Period                                                                          Amount
    ------------------------------------------------------------------------------- ----------------
    ------------------------------------------------------------------------------- ----------------
<S>                                                                                 <C>
    From and including the Effective Date through and including July 31, 2008       $5,000,000
    ------------------------------------------------------------------------------- ----------------
    ------------------------------------------------------------------------------- ----------------
    From and including August 1, 2008 through and including July 31, 2009           $10,000,000
    ------------------------------------------------------------------------------- ----------------
    ------------------------------------------------------------------------------- ----------------
    From and including August 1, 2009 through and including July 31, 2010           $11,000,000
    ------------------------------------------------------------------------------- ----------------
    ------------------------------------------------------------------------------- ----------------
    From and including August 1, 2010 and any time thereafter                       $12,000,000
    ------------------------------------------------------------------------------- ----------------
</TABLE>

         "Acquisition Sub" shall have the meaning set forth in the recitals
hereto.

         "Adjusted Net Income" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis for any period, the net income (or loss) of
the Borrower and its Subsidiaries on a consolidated basis for such period,
excluding extraordinary items, as determined in accordance with GAAP.

         "Affiliate" as applied to any Person shall mean any other Person
directly or indirectly through one or more intermediaries controlling,
controlled by, or under common control with, that Person. For the purposes of
this definition, "control" (including with correlative meanings, the terms
"controlling", "controlled by" and "under common control with"), as applied to
any Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise.

         "Agreement" shall mean this Second Amended and Restated Loan Agreement,
as the same may be amended, amended and restated, supplemented or otherwise
modified from time to time.


                                      -3-
<PAGE>



         "Applicable Margin" shall mean, for any day, with respect to any
Revolving Credit Loans and the New Term Loan, as the case may be, the applicable
percentage per annum set forth in the applicable grid below opposite the
applicable Pricing Level and under the applicable column:

(a) Pricing Grid For Revolving Credit Loans:

         --------------------------------  ----------------  -------------
         Pricing Level                     Prime Rate        LIBOR Rate

         --------------------------------  ----------------  -------------
         --------------------------------  ----------------  -------------
         Pricing Level I                   0.00%             2.50%
         --------------------------------  ----------------  -------------
         --------------------------------  ----------------  -------------
         Pricing Level II                  0.00%             2.25%
         --------------------------------  ----------------  -------------
         --------------------------------  ----------------  -------------
         Pricing Level III                 -0.25%            2.00%
         --------------------------------  ----------------  -------------
         --------------------------------  ----------------  -------------
         Pricing Level IV                  -0.50%            1.50%
         --------------------------------  ----------------  -------------

(b) Pricing Grid For New Term Loan:

         --------------------------------  ----------------  -------------
         Pricing Level                     Prime Rate        LIBOR Rate

         --------------------------------  ----------------  -------------
         --------------------------------  ----------------  -------------
         Pricing Level I                   0.00%             2.75%
         --------------------------------  ----------------  -------------
         --------------------------------  ----------------  -------------
         Pricing Level II                  0.00%             2.50%
         --------------------------------  ----------------  -------------
         --------------------------------  ----------------  -------------
         Pricing Level III                 0.00%             2.25%
         --------------------------------  ----------------  -------------
         --------------------------------  ----------------  -------------
         Pricing Level IV                  -0.25%            2.00%
         --------------------------------  ----------------  -------------

In each of the above cases, each change in the Applicable Margin resulting from
a change in the Pricing Level shall take effect, and be effective with respect
to all Loans and Letters of Credit outstanding, on and after the date of the
delivery to the Bank of the financial statements and certificate required to be
delivered pursuant to Sections 5.2(a)(i) or 5.2(a)(ii) and 5.2(b), respectively,
indicating such change is required and shall continue until the date immediately
preceding the next date of delivery of such financial statements and
certificates indicating another such change is required. Notwithstanding the
foregoing, (i) Pricing Level II shall apply during the period commencing on the
Effective Date and ending on and including February 8, 2008, and (ii) the
Pricing Level that shall apply for the period from and including February 9,
2008, to but excluding the date of delivery of the financial statements and
certificate covering the fiscal period of the Borrower ending on March 31, 2008,
shall be that Pricing Level determined based on the financial statements and
certificate delivered pursuant to Sections 5.2(a)(i) and 5.2(b) for the fiscal
quarter ending September 30, 2007. Notwithstanding the foregoing, if, at any
time and from time to time, the Borrower shall be in Default, Pricing Level I
(as increased pursuant to Section 2.11(h)) shall apply until such Default is
cured.

         "Assignee" shall have the meaning set forth in Section 10.9(b).

         "Blocked Person Annex" shall have the meaning set forth in Section
3.26.

         "Board of Directors" shall mean, with respect to any Person, (a) in the
case of any corporation, the board of directors of such Person, (b) in the case
of any limited liability company, the board of managers of such Person, (c) in
the case of any partnership, the Board of Directors of the general partner of
such Person and (d) in any other case, the functional equivalent of the
foregoing.

         "Borrower Pledge Agreement" shall have the meaning set forth in Section
4.1(b).

                                      -4-
<PAGE>

         "Borrowing" shall mean Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of LIBOR Loans, as to
which a single Interest Period is in effect.

         "Borrowing Base" shall mean at any time (a) 55% of the Borrower's
Eligible Accounts Receivable at such time, minus (B) the aggregate amount of
reserves, if any, established by the Bank under Section 2.17.

         "Borrowing Base Certificate" shall mean a certificate substantially in
the form of Exhibit C hereto.

         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in the State of New York are authorized or
required to close under the laws of the State of New York and, if the applicable
day relates to a LIBOR Loan or an Interest Period for a LIBOR Loan, "Business
Day" shall mean the day on which dealings in Dollar deposits are also carried in
the London interbank market and banks are open for business in London and to the
extent "Business Day" is used in the context of any other specific city it shall
mean any date on which commercial banks are open for business in that city.

         "Capital Expenditures" shall mean for any period, the additions to
property, plant and equipment and other capital expenditures of such Person for
such period as the same are or would be set forth in a consolidated statement of
cash flows of such Person for such period (or the notes thereto) prepared in
accordance with GAAP.

         "Capitalized Lease" shall mean any lease the obligations to pay rent or
other amounts under which constitute Capitalized Lease Obligations.

         "Capitalized Lease Obligations" shall mean as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property which
obligations are required to be capitalized under GAAP and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP.

         "CapitalSource Credit Facility" shall mean the Credit Agreement, dated
as of August 10, 2006, by and among VCA, CapitalSource Finance LLC, as agent,
the lenders parties thereto, and each document, agreement and instrument
executed in connection therewith or pursuant thereto, as each of the foregoing
may be amended.

         "Capital Stock" shall mean as to any Person, all shares, interests,
partnership interests, limited liability company interests, participations,
rights in or other equivalents (however designated) of such Person's equity
(however designated) and any rights, warrants or options exchangeable for or
convertible into such shares, interests, participations, rights or other equity.

         "Cash Equivalents" shall mean (a) securities with maturities of one
year or less from the date of acquisition issued or fully guaranteed or insured
by the United States Government or any agency thereof, (b) certificates of
deposit or eurodollar time deposits with maturities of one year or less from the
date of acquisition and overnight bank deposits of any commercial bank organized
under the laws of the United States of America or any State thereof which has a
combined capital and surplus and undivided profits of not less than
$500,000,000, (c) repurchase obligations of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term not more than seven
days with respect to securities issued or fully guaranteed or insured by the
United States Government, (d) commercial paper of a domestic issuer rated at
least A-1 or the equivalent thereof by Standard & Poor's Ratings Group ("S&P")


                                      -5-
<PAGE>

or P-1 or the equivalent thereof by Moody's Investors Services, Inc. ("Moody's")
and in either case maturing within one year from the date of acquisition, (e)
securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which
state, commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least A by S&P or A by
Moody's, (f) securities with maturities of one year or less from the date of
acquisition backed by standby letters of credit issued by any commercial bank
satisfying the requirements of clause (b) of this definition or (g) shares of
money market mutual or similar funds which invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition.

         "Change of Control" shall mean an event or series of events by which:

             (a) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) is or
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that for purposes of this clause such person or group shall
be deemed to have "beneficial ownership" of all securities that such person or
group has the right to acquire, whether such right is exercisable immediately or
only after the passage of time (such right, an "option right")), directly or
indirectly, of 40% or more of the equity securities of the Borrower entitled to
vote for members of the board of directors or equivalent governing body of the
Borrower on a fully-diluted basis (and taking into account all such securities
that such "person" or "group" has the right to acquire pursuant to any option
right); or

              (b) during any period of 12 consecutive months, a majority of the
members of the board of directors or other equivalent governing body of the
Borrower cease to be composed of individuals (i) who were members of that board
or equivalent governing body on the first day of such period, (ii) whose
election or nomination to that board or equivalent governing body was approved
by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body (excluding, in the case of
both clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors); or

             (c) any Person or two or more Persons acting in concert shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation thereof, will result in its or their
acquisition of the power to exercise, directly or indirectly, a controlling
influence over the management or policies of the Borrower, or control over the
equity securities of the Borrower entitled to vote for members of the board of
directors or equivalent governing body of the Borrower on a fully-diluted basis
(and taking into account all such securities that such Person or Persons have
the right to acquire pursuant to any option right) representing 40% or more of
the combined voting power of such securities.

         "Class" when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit
Loans or the New Term Loan.

                                      -6-
<PAGE>

         "Cleanup Laws" shall mean any federal, state or local statute or
regulation relating to hazardous or toxic wastes or substances or the removal
thereof.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean the collateral described in Section 9 and
includes all of the collateral referred to or described in the Security
Documents and all of the other property that is or is intended under the terms
of the Loan Documents to be subject to Liens in favor of the Bank.

         "Commitment" shall mean the Revolving Commitment or the Term
Commitment, as the context may require.

         "Commitment Letter" shall mean the amended and restated letter
agreement between the Borrower and the Bank dated July 18, 2007, as amended,
amended and restated, supplemented or otherwise modified from time to time.

         "Consolidated" or "consolidated" shall mean the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP.

         "Consolidated Debt" shall mean, at any date of determination, the
aggregate amount of all Indebtedness of the Borrower and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP.

         "Consolidated Debt Service" shall mean, at any date of determination,
the sum of (a) Consolidated Interest Expense for the Test Period in respect of
such date, and (b) all scheduled payments of principal on Consolidated Debt
required to be made during the Test Period in respect of such date, including
payments made on account of Capitalized Leases.

         "Consolidated EBITDA" shall mean, for any period, the sum of (a)
Adjusted Net Income for such period, plus (b) Consolidated Interest Expense for
such period, plus (c) depreciation, amortization and other non-cash charges for
such period, plus (d) the provision for Federal, state and local income taxes
for such period, minus (e) income from discontinued operations and extraordinary
items for such period, plus (f) losses from discontinued operations and
extraordinary items for such period, in each case, with respect to clauses (a)
through and including (f) above, of the Borrower and its Subsidiaries on a
consolidated basis for such period, computed in accordance with GAAP.

         Components of Consolidated EBITDA shall be calculated on a Pro Forma
Basis to give effect to the VCA Acquisition and any Permitted Acquisition
consummated at any time on or after the first day of the Test Period thereof as
if the VCA Acquisition and each such Permitted Acquisition had been effected on
the first day of such period.

         "Consolidated Interest Expense" shall mean, for any period, the total
consolidated interest expense of the Borrower and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.

         "Consolidated Leverage Ratio" shall mean, at any date of determination,
the ratio of (a) Consolidated Debt as of such date to (b) Consolidated EBITDA
for the Test Period in respect of such date.

                                      -7-
<PAGE>

         "Consolidated Senior Debt" shall mean, at any date of determination,
the Consolidated Debt as of such date less the aggregate amount of Subordinated
Debt of the Borrower and its Subsidiaries as of such date, in each case
determined on a consolidated basis in accordance with GAAP.

         "Consolidated Senior Leverage Ratio" shall mean, at any date of
determination, the ratio of (a) Consolidated Senior Debt as of such date to (b)
Consolidated EBITDA for the Test Period in respect of such date.

         "Contemplated Acquisition" shall mean the proposed acquisition of
Center for Reproductive Medicine, P.A., located in Orlando, Florida.

         "Continuation/Conversion Notice" is defined in Section 2.9(a).

         "Contractual Obligations" shall mean as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Controlled" and "Control" shall mean any partnership, corporation or
other entity of which the Borrower, alone, or the Borrower and/or one or more of
its Subsidiaries, either has the power to direct the management or the power to
direct at least a majority of the voting interests.

         "Credit  Extension"  shall mean each of the following:  (a) a Borrowing
and (b) an LC Extension.

         "Debtor Relief Laws" shall mean the Bankruptcy Code of the United
States, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws of the United States, any state
thereof or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

         "Default" shall mean any of the events specified in this Agreement
under "Events of Default", whether or not any requirement for the giving of
notice, the lapse of time, or both, has been satisfied.

         "Disposition" or "Dispose" shall mean the sale, transfer, license,
lease or other disposition (including any sale and leaseback transaction) of any
property or asset by any Person (or the granting of any option or other right to
do any of the foregoing), including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.

         "Dollars" and "$" shall mean dollars in lawful currency of the United
         States. "Effective Date" shall have the meaning ascribed to it in
         Section 10.15.

         "Effective Date Guaranty Agreements" means, collectively, the RPI
Guaranty Agreement, the Acquisition Sub Guaranty Agreement, the VCA Guaranty
Agreement, FPI Guaranty Agreement and the MPI Guaranty Agreement, as each such
term is defined in Section 4.1(b).

         "Effective Date Pledge Agreements" means, collectively, the Borrower
Pledge Agreement, the Acquisition Sub Pledge Agreement and the VCA Pledge
Agreement, as each such term is defined in Section 4.1(b).

                                      -8-
<PAGE>

         "Effective Date Security Agreements" means, collectively, the Borrower
Security Agreement, the RPI Security Agreement, the Acquisition Sub Security
Agreement, the VCA Security Agreement, the FPI Security Agreement and the MPI
Security Agreement, as each such term is defined in Section 4.1(b).

         "Eligible Accounts Receivable" shall mean those Accounts (i) which do
not remain unpaid for more than 90 days from the original date of invoice,
unless the Account Debtor is a licensed insurance company, in which case such
Account shall not remain unpaid for more than 120 days from the original date of
invoice, and (ii) have been validly assigned to the Bank and, are subject to a
first priority Lien in favor of the Bank and comply with all of the terms,
conditions, warranties and representations made to the Bank under this Agreement
and the other Loan Documents. Eligible Accounts Receivable shall not include the
following: (a) Accounts with respect to which the Account Debtor is an officer,
director, employee, or agent of the Borrower or an Affiliate; (b) Accounts
arising from a sale of goods which are placed on consignment, or subject to
guaranteed sale, bill-and-hold, repurchase or return, or other terms by reason
of which the payment of the Account Debtor may be conditional; (c) Accounts
arising from invoices for deposits, and rebills of amounts previously credited
to the extent of credits issued more than fifteen (15) days prior to such
rebill; (d) Accounts with respect to which the Account Debtor is not domiciled
in the United States of America unless such Account is fully secured by an
irrevocable letter of credit acceptable to the Bank and in favor of or assigned
to the Bank; (e) Accounts with respect to which the sale is on an installment
sale, lease or other extended payment basis; (f) Accounts with respect to which
the Account Debtor is a federal, state, local or foreign governmental authority
unless such governmental authority is the United States of America or any
department, agency or instrumentality of the Untied States, and the Borrower
complies with the Assignment of Claims Act of 1940, as amended (31 U.S.C.
Section 203 et seq.); (g) Accounts with respect to which the Account Debtor is a
Subsidiary of, Affiliate of, or has common officers or directors with the
Borrower; (h) Accounts with respect to which the Bank does not for any reason
have a perfected first priority Lien; (i) Accounts with respect to which the
Borrower is or may become liable to the Account Debtor for goods sold or
services rendered by the Account Debtor to the Borrower, to the extent of the
Borrower's existing or potential liability to such Account Debtor; (j) Accounts
with respect to which the Account Debtor has disputed any liability, or the
Account is otherwise subject to any right of setoff, deduction, breach of
warranty or other defense, dispute or counterclaim by the Account Debtor but
such Account shall be ineligible only to the extent of the disputed or otherwise
disallowed amount; (k) that portion of any Accounts representing late fees,
service charges or interest, but only to the extent of such portion; (l)
Accounts with respect to which the Account Debtor is located in a state or
jurisdiction (e.g., New Jersey, Minnesota, and West Virginia) that requires, as
a condition to access to the courts of such jurisdiction, that a creditor
qualify to transact business, file a business activities report or other report
or form, or take one or more other actions, unless the Borrower has so
qualified, filed such reports or forms, or taken such actions (and, in each
case, paid any required fees or other charges), except to the extent that the
Borrower may qualify subsequently as a foreign entity authorized to transact
business in such state or jurisdiction and gain access to such courts, without
incurring any cost or penalty viewed by the Bank to be significant in amount,
and such later qualification cures any access to such courts to enforce payment
of such Account; (m) Accounts owed by any Account Debtor which is insolvent or
is the subject of an insolvency proceeding; (n) that portion or any Accounts
represented by an instrument or chattel paper; (o) Accounts owed by an Account
Debtor where 50% or more of the total amount of all Accounts owed by that
Account Debtor are otherwise deemed ineligible pursuant to this definition; (p)
Accounts with respect to an Account Debtor or a group of affiliated Account
Debtors whose total obligations owing to the Borrower exceeds 10% (such
percentage as applied to a particular Account Debtor or group of affiliated
Account Debtors (as the case may be) being subject to reduction by the Bank in
its sole discretion if the creditworthiness of such Account Debtor group of
affiliated Account Debtors (as the case may be) deteriorates) of all Eligible
Accounts Receivable, to the extent of the obligations owing by such Account


                                      -9-
<PAGE>

Debtor or group of affiliated Account Debtors (as the case may be) in excess of
such percentage; provided, however, that, in each case, the amount of Eligible
Accounts Receivable that are excluded because they exceed the foregoing
percentage shall be determined by the Bank based on all of the otherwise
Eligible Accounts Receivable prior to giving effect to any eliminations based
upon the foregoing concentration limit; and (q) any and all Accounts of an
Account Debtor whose creditworthiness is not satisfactory to the Bank in its
reasonable credit judgment based on information available to the Bank.
References to percentages of all Accounts are based on dollar amount of
Accounts, and not number of Accounts.

         "Embargoed Person" shall have the meaning set forth in Section 3.20.

         "Environmental Laws" shall mean any federal, state or local statute or
regulation relating to hazardous or toxic wastes or substances or the removal
thereof.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, the regulations promulgated thereunder and the
published interpretations thereof as in effect from time to time.

         "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

          "ERISA Event" shall mean (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it was
a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Section 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "Event of Default" shall have the meaning set forth in Section 8.1.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Existing LC" shall have the meaning set forth in the recitals hereto.

         "Existing Management Agreements" shall have the meaning set forth in
Section 3.25.

         "Existing IntegraMed PA Security Agreements" shall mean, collectively,
(a) the Continuing General Limited Security Agreement, dated as of July 31,
2003, by MPD Medical Associates (MA), P.C. in favor of the Bank; (b) the
Continuing General Limited Security Agreement, dated as of July 31, 2003, by MPD
Medical Associates (RI), P.C. in favor of the Bank; (c) the Continuing General
Limited Security Agreement, dated as of July 31, 2003, by Reproductive Science
Center of the Bay Area in favor of the Bank; (d) the Continuing General Limited
Security Agreement, dated as of July 30, 2003, by Fertility Centers of Illinois,
S.C. in favor of the Bank; (e) the Continuing General Limited Security
Agreement, dated as of July 31, 2003, by Shady Grove Fertility Reproductive
Science Center, P.C. in favor of the Bank; (f) the Continuing General Limited
Security Agreement, dated as of July 31, 2003, by Northwest Center for
Infertility and Reproductive Endocrinology in favor of the Bank; and (g) the
Continuing General Limited Security Agreement, dated as of January 1, 2005, by


                                      -10-
<PAGE>

Reproductive Partners Medical Group, Inc. in favor of the Bank, as each of the
foregoing may be amended, amended and restated, supplemented or otherwise
modified from time to time.

         "Fee Letter" shall mean the fee letter agreement, dated as of the date
hereof, from the Bank and addressed to and agreed to by the Borrower, as the
same may be amended, amended and restated, supplemented or otherwise modified
from time to time.

         "Fertility Business" shall mean (a) the provision of services and
products to medical practices that specialize in the diagnosis and treatment of
infertility and to other providers in the fertility industry, including, without
limitation services in respect of finance, administration, information systems,
marketing and research and (b) the offering of the treatment and financing
programs for patients seeking fertility treatments.

         "Fixed Charge Coverage Ratio" shall mean, at any date of determination,
with respect to the Borrower and its Subsidiaries on a consolidated basis, the
ratio of (a) an amount equal to the sum of (i) Consolidated EBITDA for the Test
Period in respect of such date minus (ii) the sum of (A) Unfunded Capital
Expenditures during the Test Period in respect of such date, (B) cash
Shareholder Distributions paid during the Test Period in respect of such date
and (C) cash income taxes paid during the Test Period in respect of such date to
(b) Consolidated Debt Service for the Test Period in respect of such date.

         "Fluctuating Rate Borrowing" shall mean a Borrowing comprised of
Fluctuating Rate Loans.

         "Fluctuating Rate Loan" shall mean a Loan that bears interest at a rate
of interest based on the Prime Rate.

         "FPI" means Florida Phlebology, Inc., a Florida corporation.

         "FRB" shall mean the Board of Governors of the Federal Reserve System
of the United States.

         "GAAP" shall mean generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or
such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the
circumstances as of the date of determination, consistently applied.

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled (through
stock or capital ownership or otherwise) by any of the foregoing.

         "Guarantee" shall mean, as to any Person, any (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for


                                      -11-
<PAGE>

the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

         "Guarantors" shall mean each Subsidiary of the Borrower listed on
Schedule 1.1(A) attached hereto and each Subsidiary which may hereafter execute
a Guaranty Agreement pursuant to Section 5.10, together with their successors
and permitted assigns, and "Guarantor" shall mean any one of them.

         "Guaranty Agreements" shall mean, collectively, (a) the Effective Date
Guaranty Agreements and (b) each other guarantee or guaranty agreement executed
and delivered pursuant to Section 5.10.

         "Indebtedness" shall mean (without duplication), with respect to any
Person, (a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind; (b) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments; (c) all obligations of
such Person upon which interest charges are customarily paid or accrued; (d) all
obligations of such Person for the deferred purchase price of property or
services, except accrued expenses arising in the ordinary course of business,
current accounts payable and accrued obligations arising in the ordinary course
of business on normal trade terms and not overdue by more than 90 days, amounts
due to medical providers and patient deposits; (e) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person; (f) all payment obligations of such Person
with respect to interest rate or currency protection agreements; (g) all
obligations of such Person for the reimbursement of any obligor in respect of
letters of credit, letters of guaranty, bankers' acceptances and similar credit
transactions; (h) all obligations or Indebtedness of others secured by property
or assets owned or acquired by such Person (regardless of whether or not such
Person is liable for repayment of such obligations, but limited to the fair
market value of such property); (i) all Capitalized Lease Obligations, Purchase
Money Obligations and Synthetic Lease Obligations of such Person; (j) the net
obligations of all Swap Contracts; (k) the redemption price of all redeemable
preferred stock of such Person (but not accrued dividends on any preferred
stock), but only to the extent that such stock is redeemable at the option of
the holder or requires sinking fund or similar payments at any time prior to the
Termination Date; and (l) all Guarantees of such Person in respect of
Indebtedness or obligations of others of the kinds referred to in clauses (a)
through (k) above. The Indebtedness of any Person shall include the Indebtedness
of any other entity (including any partnership in which such Person is a general
partner) to the extent such person is liable therefor as a result of such
person's ownership interest in or other relationship with such entity, except
(other than in the case of general partner liability) to the extent that terms
of such Indebtedness expressly provide that such person is not liable therefor

         "Indemnitee" shall have the meaning set forth in Section 10.7(a).

         "Initial Perfection Certificate" shall have the meaning set forth in
the definition of "Perfection Certificates".

         "Installment Payment Date" shall mean any date on which all or any
portion of the principal amount of the New Term Loan is due and payable.

                                      -12-
<PAGE>

         "Interest Period" shall mean as to each LIBOR Loan, the period
commencing on the date such LIBOR Loan is disbursed or converted to or continued
as a LIBOR Loan and ending on the date one, two, three or six months thereafter,
as selected by the Borrower in its Notice of Borrowing, notice of borrowing for
the borrowing of the New Term Loan pursuant to Section 2.8 or the
Continuation/Conversion Notice (as the case may be); provided that:

             (a) if any Interest Period would otherwise end on a day that is not
         a Business  Day,  that  Interest  Period  shall be extended to the next
         succeeding  Business  Day  unless  such  Business  Day falls in another
         calendar  month,  in which case such  Interest  Period shall end on the
         next preceding Business Day;

             (b) any Interest  Period that begins on the last  Business Day of a
         calendar  month  (or  on a  day  for  which  there  is  no  numerically
         corresponding  day in the  calendar  month at the end of such  Interest
         Period) shall end on the last Business Day of the calendar month at the
         end of such Interest Period; and

             (c) no Interest Period shall extend beyond the stated Maturity Date
         of such Loan; and

             (d) no  portion  of the New  Term  Loan  shall be  continued  as or
         converted  into a LIBOR  Loan with an  Interest  Period  which  extends
         beyond an  Installment  Payment  Date if,  after  giving  effect to the
         continuation  or conversion of such LIBOR Loan,  the amount  payable on
         any Installment  Payment Date would exceed the sum of (i) the aggregate
         principal  amount  of the  outstanding  portion  of the New  Term  Loan
         constituting  LIBOR Loans with  Interest  Periods  ending prior to such
         Installment Payment Date and (ii) the aggregate  outstanding portion of
         the New Term Loan constituting Fluctuating Rate Loans.

         "Investment" shall mean, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Capital Stock of another Person, (b) a loan, advance or
capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or interest in, another Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit or all or a
substantial part of the business of, such Person. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.

         "IP Security Documents" shall mean, collectively, the Borrower
Trademark Agreement, the VCA Trademark Agreement and the Borrower Copyright
Agreement (as each of the foregoing is defined in Section 4.1(b)).

         "IRS" shall mean the United States Internal Revenue Service.

         "LC Disbursement Amount" shall mean the amount of any payment made by
the Bank pursuant to a Letter of Credit.

          "LC Documents" shall mean, with respect to any Letter of Credit, (a)
any application and agreement for the issuance or amendment of such Letter of
Credit and (b) any other document, agreement and instrument entered into by the
Bank and the Borrower or in favor of the Bank relating to such Letter of Credit.

                                      -13-
<PAGE>

         "LC Exposure" shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all LC Reimbursement Obligations outstanding at
such time. For purposes of computing the amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.4.

         "LC Extension" shall mean, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

         "LC Reimbursement Obligations" shall mean all obligations of the
Borrower to reimburse the Bank for outstanding LC Disbursement Amounts.

         "LC Sublimit" shall mean an amount equal to $2.0 million. The LC
Sublimit is part of, and not in addition to, the Revolving Commitment.

         "Lease" shall mean any lease, sublease, franchise agreement, license,
or occupancy agreement.

         "Letter of Credit" shall mean any letter of credit which shall be
issued by the Bank for the account of the Borrower, which Letter of Credit shall
not expire later than the Termination Date, and shall include the Existing LC. A
Letter of Credit may be a commercial letter of credit or a standby letter of
credit.

         "LIBOR Base Rate" has the meaning specified in the definition of LIBOR
Rate.

         "LIBOR Borrowing" shall mean a Borrowing comprised of LIBOR Loans.

         "LIBOR Loan" shall mean a Loan that bears interest at a rate of
interest based on the LIBOR Rate.

         "LIBOR Rate" shall mean for any Interest Period with respect to a LIBOR
Loan, a rate per annum determined by the Bank pursuant to the following formula:

                      LIBOR Rate  =         LIBOR Base Rate
                                     -------------------------------
                                     1.00 - LIBOR Reserve Percentage

         Where,

         "LIBOR Base Rate" shall mean, for such Interest Period, the rate per
         annum equal to the British Bankers Association LIBOR Rate ("BBA
         LIBOR"), as published by Reuters (or other commercially available
         source providing quotations of BBA LIBOR as designated by the Bank from
         time to time) at approximately 11:00 a.m., London time, two Business
         Days prior to the commencement of such Interest Period, for Dollar
         deposits (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period. If such rate is not available
         at such time for any reason, then the "LIBOR Base Rate" for such
         Interest Period shall be the rate per annum determined by the Bank to
         be the rate at which deposits in Dollars for delivery on the first day
         of such Interest Period in same day funds in the approximate amount of
         the LIBOR Loan being made, continued or converted by Bank of America,
         N.A. and with a term equivalent to such Interest Period would be
         offered by Bank of America, N.A.'s London Branch to major banks in the
         London interbank eurodollar market at their request at approximately
         11:00 a.m. (London time) two Business Days prior to the commencement of
         such Interest Period.

                                      -14-
<PAGE>

         "LIBOR Reserve Percentage" shall mean, for any day during any Interest
         Period, the reserve percentage (expressed as a decimal, carried out to
         five decimal places) in effect on such day, whether or not applicable
         to the Bank, under regulations issued from time to time by the FRB for
         determining the maximum reserve requirement (including any emergency,
         supplemental or other marginal reserve requirement) with respect to
         Eurocurrency funding (currently referred to as "Eurocurrency
         liabilities"). The LIBOR Rate for each outstanding LIBOR Loan shall be
         adjusted automatically as of the effective date of any change in the
         LIBOR Reserve Percentage.

         "Lien" shall mean any mortgage, pledge, security interest,
hypothecation, assignment, deposit arrangement, encumbrance, or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever which has the practical effect of creating a security interest
(including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction).

         "Limited Grantor" shall mean each Practice Group that is a party to a
Management Agreement and has executed and delivered a Security Agreement in
favor of the Bank.

         "Loan" shall mean, as the context may require, a Revolving Credit Loan
or the New Term Loan.

         "Loan Documents" shall mean this Agreement, the Fee Letter, each Note,
each Security Document, each Guaranty Agreement, each Perfection Certificate,
each LC Document, and each other document, agreement and instrument executed in
connection herewith or pursuant hereto together with each document, agreement
and instrument made by the Borrower, any Guarantor or any Limited Grantor with
or in favor of the Bank.

         "Loan Parties" shall mean, collectively, the Borrower, the Guarantors
and the Limited Grantors, collectively.

         "Management Agreement" shall mean (a) a management agreement, service
agreement or other similar agreement, together with any security agreement,
entered into between the Borrower or a Guarantor and a Practice Group pursuant
to which the Borrower or such Guarantor provides management and administrative
services to such Practice Group and furnishes such Practice Group with
facilities, equipment, personnel and supplies, and (b) shall also include any
submanagement agreement, if any, entered into between the Borrower and a
Guarantor pursuant to which the Borrower and/or such Guarantor provides any or
all of such management and administrative services contemplated by the
underlying Management Agreement with the Practice Group(s) to which it relates,
and (c) shall also include the Existing Management Agreements, as each of the
may be amended in accordance with Section 7.17.

         "Material Adverse Effect" shall mean (a) a material adverse change in,
or a material adverse effect upon, the business, operations, business, assets,
properties, liabilities (actual or contingent), results of operation, condition
(financial or otherwise) or prospects of the Borrower or of the Borrower and its
Subsidiaries taken as a whole or of the Guarantors taken as a whole; (b) a
material impairment of the rights and remedies of the Bank under any Loan
Document, or of the ability of any Loan Party to perform its obligations under
any Loan Document to which it is a party; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against any Loan Party
of any Loan Document to which it is a party.

         "Maturity Date" shall mean (a) with respect to Revolving Credit Loans,
the Termination Date, and (ii) with respect to the New Term Loan, the New Term
Loan Maturity Date.

                                      -15-
<PAGE>

         "Moody's" shall have the meaning set forth in the definition of "Cash
Equivalents".

         "MPI" shall mean Missouri Phlebology, Inc., a Missouri corporation

         "Multiemployer Plan" shall mean any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Network Site" shall mean each location with respect to which a
Practice Group has entered into a single Management Agreement with the Borrower
or any of its Subsidiaries.

         "New Term Loan" shall mean the term loan made by the Bank to the
Borrower pursuant to Section 2.8(a).

         "New Term Loan Maturity Date" shall mean the Termination Date.

         "New Term Note" shall have the meaning set forth in Section 2.8(d).

         "Notes" shall mean, collectively, the Revolving Credit Note and the New
Term Note.

         "Notice of Borrowing" shall have the meaning set forth in Section 2.3.

         "Obligations" shall mean all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding. For the avoidance
of doubt and without limiting the generality of the foregoing, the Obligations
of the Borrower or any Guarantor under the Loan Documents (and which obligations
are covered by the Guaranty Agreements and secured by the Security Documents)
shall include, without limitation, all obligations and exposure of the Borrower
or any Guarantor arising out of, under, based upon or relating to (i) any Swap
Contract of the Borrower or any Guarantor to which the Bank or any of its
Affiliates is a party, and (ii) any cash management or treasury management
arrangements provided by the Bank or its Affiliates.

         "OFAC" shall have the meaning set forth in Section 3.26.

         "Organizational Documents" shall mean, with respect to any Person, (a)
in the case of any corporation, the certificate of incorporation and by-laws (or
similar documents) of such Person, (b) in the case of any limited liability
company, the certificate of formation and operating agreement (or similar
documents) of such Person, (c) in the case of any limited partnership, the
certificate of formation and limited partnership agreement (or similar
documents) of such Person, (d) in the case of any general partnership, the
partnership agreement (or similar document) of such Person and (e) in any other
case, the functional equivalent of the foregoing.

         "Original Loan Agreement" shall have the meaning set forth in the
recitals hereto.

         "Original  Term Loan" shall have the meaning set forth in the  recitals
hereto.

                                      -16-
<PAGE>

         "Outstanding Amount" shall mean (a) with respect to the New Term Loan
and Revolving Credit Loans on any date, the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or
repayments of the New Term Loan and Revolving Credit Loans, as the case may be,
occurring on such date; and (b) with respect to any LC Exposure on any date, the
amount of such LC Exposure on such date after giving effect to any LC Extension
occurring on such date and any other changes in the aggregate amount of the LC
Exposure as of such date, including as a result of any reimbursements by the
Borrower of any LC Disbursement Amounts.

         "Patriot Act" shall have the meaning set forth in Section 10.21.

         "Pension Plan" shall mean any "employee pension benefit plan" (as such
term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that
is subject to Title IV of ERISA and is sponsored or maintained by the Borrower
or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five plan years.

         "Perfection Certificates" shall mean, collectively, (a) the Perfection
Certificate (General Grantors), dated as of the Effective Date, executed and
delivered by the Borrower, RPI, Acquisition Sub, VCA, FPI and MPI (the "Initial
Perfection Certificate") and (b) each other perfection certificate (which shall
be substantially in form and substance reasonably acceptable to the Bank)
executed and delivered by the applicable Guarantor from time to time pursuant to
Section 5.10.

         "Permitted Acquisition" shall mean any Acquisition that satisfies each
of the following conditions:

             (i) the entire  business  or assets  acquired  or  business  of the
entity whose Capital  Stock is acquired  shall be  substantially  similar to the
Borrower's  Fertility Business as conducted on the Effective Date (before giving
effect to the VCA Acquisition);

             (ii) (A) the  Acquisition  Cost with  respect  to such  Acquisition
shall not exceed the Acquisition  Cost Individual  Threshold  Amount and (B) the
aggregate  amount of the  Acquisition  Costs with  respect  to all  Acquisitions
consummated in any period (as set forth in the  definition of  Acquisition  Cost
Aggregate  Threshold  Amount) shall not exceed the  Acquisition  Cost  Aggregate
Threshold Amount for such period;

             (iii)  neither the  Borrower  nor such  acquiree  has  incurred any
additional  Indebtedness  to finance,  or otherwise  in  connection  with,  such
Acquisition,  whether in the form of seller notes,  third party  Indebtedness or
otherwise  to the extent  same would  cause the  Acquisition  Cost to exceed the
limitations set forth in "(ii)" of this definition;

             (iv) if the  Acquisition is of the Capital Stock of another Person,
said Acquisition shall be of all of such Capital Stock;

             (v) at the time of such Acquisition, no Default or Event of Default
exists and no Default or Event of Default  would  occur after  giving  effect to
such Acquisition;

                                      -17-
<PAGE>


             (vi) the Borrower  shall have  delivered to the Bank, not less than
10 days prior to the consummation of such Acquisition the following:

                  (A) a certificate of a financial  officer of the Borrower,  in
             all respects reasonably satisfactory to the Bank and dated the date
             of such  consummation,  attaching a  compliance  certificate  (in a
             format  satisfactory  to the Bank)  evidencing  compliance with the
             financial  covenants  set forth in Section 6.1 on a Pro Forma Basis
             after  giving  effect  to such  Acquisition  and  based on the most
             recent financial  statements delivered to the Bank pursuant to this
             Agreement;

                  (B) copies of the  purchase or merger  agreement  or any other
             material documents executed in connection with the Acquisition;

                  (C) if the  Acquisition is an Acquisition of the Capital Stock
             of a  Person,  (1)  copies  of  the  resolutions  of the  board  of
             directors  (or  similar  governing  body)  of such  new  Subsidiary
             authorizing   the  execution,   delivery  and  performance  of  its
             respective  Guaranty  Agreement,  Security Agreement and other Loan
             Documents  to  which it is a party,  certified  respectively  by an
             authorized officer of such new Subsidiary,  (2) a certificate of an
             authorized officer of such new Subsidiary  certifying the names and
             true  signatures of the officers of new  Subsidiary to sign any and
             all  documents to be delivered by new  Subsidiary or as required or
             contemplated  hereunder,  (3) the Organizational  Documents of such
             new  Subsidiary,  all of  which  shall  be in  form  and  substance
             satisfactory  to the Bank and  certified  as true and correct by an
             authorized  officer  of such new  Subsidiary,  (4) a good  standing
             certificate as of the dates not more than twenty (20) days prior to
             the date of  delivery  thereof  to the Bank from the  Secretary  of
             State  of  the  respective   state  of  organization  of  such  new
             Subsidiary  and each state in which it is  qualified to do business
             and (5) an opinion of counsel to such new  Subsidiary,  in form and
             substance reasonably satisfactory to the Bank;

                  (D) if  the  Acquisition  is of the  right  to  manage  and/or
             service certain  aspects of the business of a Practice Group,  each
             such applicable Practice Group shall have executed and delivered to
             the Bank a security agreement, substantially in the form of Exhibit
             D and reasonably  satisfactory  --------- to the Bank, and the Bank
             shall have  received an opinion of counsel to the Borrower and such
             Practice  Group with  respect  to such  Practice  Group's  security
             agreement  and  such   Practice   Group,   and  such   resolutions,
             certificates and other instruments,  in each case as the Bank shall
             reasonably  request,  all of the  foregoing  in form and  substance
             reasonably satisfactory to the Bank; and

                  (E)  satisfactory  Uniform  Commercial Code and other searches
             with respect to the acquiree and/or applicable Practice Group;

             (vii)  the  Acquisition  shall  have  the  approval  of the  target
company's board of directors (or similar governing body);

             (viii) the Bank shall have filed all applicable  Uniform Commercial
Code  financing  statements  and shall have received such other  information  or
documents  as it  shall  have  reasonably  requested  in  connection  with  such
Acquisition;

             (ix) the Acquisition shall have been consummated in accordance with
the  definitive  acquisition  agreement,  without any waiver or amendment of any
material  term  or  condition  therein  not  consented  to by  the  Bank  and in
compliance  with all applicable laws and all necessary  approvals,  except where
the failure to


                                      -18-
<PAGE>

                  so comply could not reasonably be expected to have a material
                  adverse effect on the acquiree or on the Borrower;

             (x)  the  Borrower,   the  parties  to  such  Acquisition  and  the
Acquisition in each case shall have complied with any applicable  state takeover
law and any applicable supermajority charter provisions; and

             (xi)  all  governmental  and  third-party  consents  and  approvals
necessary  in  connection  with each aspect of the  Acquisition  shall have been
obtained  (without the  imposition  of any  unreasonable  conditions)  and shall
remain in effect,  except where the failure to obtain same could not  reasonably
be  expected  to  have a  material  adverse  effect  on the  acquiree  or on the
Borrower;  all applicable  waiting periods shall have expired or been terminated
or waived  without any  material  adverse  action  being taken by any  authority
having  jurisdiction,  and  no  law  or  regulation  shall  be  applicable  that
restrains,  prevents or imposes material  adverse  conditions upon any aspect of
the Acquisition.

         Notwithstanding the foregoing in this definition of "Permitted
Acquisition" to the contrary, (a) the VCA Acquisition shall constitute a
"Permitted Acquisition" for purposes of this Agreement, and (b) the Contemplated
Acquisition shall be deemed a "Permitted Acquisition", provided, that such
Contemplated Acquisition is in compliance with the requirements set forth in
clause (i) and clauses (iii) through and including (ix) above in this definition
and the aggregate Acquisition Cost paid by the Borrower in respect of the
Contemplated Acquisition does not exceed $3,150,000.

         "Permitted Liens" shall have the meaning set forth in Section 7.4.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan" shall mean any "employee benefit plan" (as such term is defined
in Section 3(3) of ERISA) established by the Borrower or, with respect to any
such plan that is subject to Section 412 of the Code or Title IV of ERISA, any
ERISA Affiliate.

         "Pledge Agreements" shall mean, collectively, (a) the Effective Date
Pledge Agreements (b) and each and every other pledge agreement hereafter
executed and delivered by the Borrower or any Guarantor in favor of the Bank
pursuant to Section 5.10, as each of the foregoing may be amended, amended and
restated, supplemented or otherwise modified from time to time

         "Post-Default Rate" shall mean at any time a rate of interest equal to
4% per annum in excess of the rate that would then be applicable to Fluctuating
Rate Loans based upon the Pricing Level therefor.

         "Practice Group" shall mean one or more physicians or a professional
corporation or professional association owned by physicians or a hospital or
medical center.

         "Pricing Level" shall mean Pricing Level I, Pricing Level II, Pricing
Level III or Pricing Level IV, as applicable.

         "Pricing Level I" shall mean the applicable Pricing Level at any time
when the Consolidated Leverage Ratio is greater than or equal to 2.25:1.00.

         "Pricing Level II" shall mean the applicable Pricing Level at any time
when the Consolidated Leverage Ratio is greater than or equal to 1.75:1.00 but
less than 2.25:1.00.

                                      -19-
<PAGE>

         "Pricing Level III" shall mean the applicable Pricing Level at any time
when the Consolidated Leverage Ratio is greater than or equal to 1.25:1.00 but
less than 1.75:1.00.

         "Pricing Level IV" shall mean the applicable Pricing Level at any time
when the Consolidated Leverage Ratio is less than 1.25:1.00.

         "Prime Rate" shall mean the variable per annum rate of interest so
designated from time to time by the Bank as its prime rate. The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate being
charged to any customer. Interest based on the Prime Rate shall be payable
monthly in arrears. Changes in the rate of interest resulting from changes in
the Prime Rate shall take effect immediately without notice or demand of any
kind.

         "Pro Forma Basis" shall mean on a basis in accordance with GAAP and
Regulation S-X and otherwise reasonably satisfactory to the Bank.

         "Projections" shall have the meaning set forth in Section 4.1(h)(iii).

         "Property" shall mean all types of real, personal, tangible, intangible
or mixed property.

         "Purchase Money Obligation" shall mean, for any Person, the obligations
of such Person in respect of Indebtedness (including Capitalized Lease
Obligations) incurred for the purpose of financing all or any part of the
purchase price of any property (including Capital Stock of any Person) or the
cost of installation, construction or improvement of any property and any
refinancing thereof; provided, however, that (i) such Indebtedness is incurred
within one year after such acquisition, installation, construction or
improvement of such property by such Person and (ii) the amount of such
Indebtedness does not exceed 100% of the cost of such acquisition, installation,
construction or improvement, as the case may be.

         "Real Property" shall mean any real property owned or leased by the any
Specified Person.

         "Related Parties" shall mean, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such person and of such person's Affiliates.

         "Regulation S-X" shall mean Regulation S-X promulgated under the
Securities Act.

         "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than events for which the 30 day notice period has been
waived.

         "Requirements of Law" shall mean as to any Person, the Organizational
Documents of such Person, and any law, statute, treaty, rule or regulation, or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

         "Responsible Officer" shall mean, with respect to any Loan Party, the
chief executive officer, the president (if not the chief executive officer), any
senior or executive vice president, the chief financial officer or treasurer or,
with respect to financial matters, the chief financial officer, senior financial
officer or treasurer, or any secretary, in each case of such Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Capital Stock or
other equity interest of the Borrower or any of its Subsidiaries, or any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, defeasance,


                                      -20-
<PAGE>

acquisition, cancellation or termination of any such Capital Stock or other
equity interest, or on account of any return of capital to any of such Person's
stockholders, partners or members (or the equivalent of any thereof), or any
option, warrant or other right to acquire any such Capital Stock or other equity
interests.

         "Revolving Commitment" shall mean the obligation of the Bank to make
Revolving Credit Loans and to issue Letters of Credit for the account of the
Borrower during the Revolving Commitment Period in an aggregate principal amount
at any one time outstanding not to exceed $10.0 million, as such amount may be
adjusted from time to time in accordance with this Agreement.

         "Revolving Commitment Period" shall mean the period from and including
the Effective Date to and including the Termination Date or such earlier date as
the Revolving Commitment shall terminate as provided herein.

         "Revolving Credit Exposure" shall mean, at any time, the sum of (a) the
Outstanding Amount of all Revolving Credit Loans at such time plus (b) the
Outstanding Amount of the LC Exposure at such time.

         "Revolving Credit Loan" shall mean any Revolving Credit Loan made
pursuant to Section 2.1.

         "Revolving Credit Note" shall have the meaning set forth in Section
2.2.

         "RPI" means Reproductive Partners, Inc., a Delaware corporation.

         "S&P" shall have the meaning set forth in the definition of "Cash
Equivalents".

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Security Agreements" shall mean, collectively, (a) the Effective Date
Security Agreements, (b) the Existing IntegraMed PA Security Agreements, (c)
each and every other security agreement hereafter executed and delivered by the
Borrower or any Guarantor in favor of the Bank, as the same may be amended,
amended and restated, supplement or otherwise modified from time to time, (d)
each and every security agreement hereafter delivered by any VCA Initial
Practice Group in favor of the Bank, and (e) each and every security agreement
hereafter delivered by any Practice Group in favor of the Bank, as each of the
foregoing may be amended, amended and restated, supplement or otherwise modified
from time to time.

         "Security Documents" shall mean this Agreement, the Security
Agreements, the Pledge Agreements, the IP Security Documents, any Perfection
Certificate, and each other security agreement or pledge agreement delivered in
accordance with applicable local or foreign law to grant a valid, perfected
security interest in any property as collateral for the Obligations, and all
UCC-1 financing statements, control agreements and other instruments of
perfection required by this Agreement, the Security Agreements, the Pledge
Agreement, the IP Security Documents or any other such security agreement or
pledge agreement to be filed with respect to the security interests in property
created pursuant to any of the Security Agreements, Pledge Agreements, the IP
Security Documents and any other document or instrument utilized to pledge or
grant or purport to pledge or grant a security interest or lien on any property
as collateral for the Obligations.

         "Shareholder Distributions" shall mean all payments, dividends or
distributions made by the Borrower or any Subsidiary to any holder (other than
to the Borrower or any Guarantor) of the Capital Stock of the Borrower or such
Subsidiary.

                                      -21-
<PAGE>

         "Solvent", with respect to any Person on any date of determination,
that on such date (a) the fair value of the property of such Person is greater
than the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay such debts and liabilities as they mature,
(d) such Person is not engaged in business or a transaction, and is not about to
engage in business or a transaction, for which such Person's property would
constitute an unreasonably small capital, and (e) such Person is able to pay its
debts and liabilities, contingent obligations and other commitments as they
mature in the ordinary course of business. The amount of contingent liabilities
at any time shall be computed as the amount that, in the light of all the facts
and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

         "Specified Person" shall mean either the Borrower or any of its
Subsidiaries or any Guarantor or any of its Subsidiaries.

         "Subordinated Debt" shall mean Indebtedness of Borrower or any
Guarantor that is by its terms subordinated in right of payment to the
Obligations of the Borrower and such Guarantor, as applicable,

         "Subsidiary" shall mean, with respect to any Person (the "parent") at
any date, (a) any corporation, partnership, limited liability company,
association or other business entity of which securities or other ownership
interests representing more than 50% of the voting power of all Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors thereof are, as of such date, owned,
controlled or held by the parent and/or one or more Subsidiaries of the parent,
(b) any partnership (i) the sole general partner or the managing general partner
of which is the parent and/or one or more Subsidiaries of the parent or (ii) the
only general partners of which are the parent and/or one or more Subsidiaries of
the parent, or (c) any partnership, limited liability company, association,
joint venture or other entity in which the parent and/or one or more
Subsidiaries of the parent has more than a 50% equity interest at the time.
Unless otherwise specified, all references herein to a "Subsidiary" or to
"Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

         "Swap Contract" shall mean (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and
all transactions of any kind, and the related confirmations, which are subject
to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a "Master
Agreement"), including any such obligations or liabilities under any Master
Agreement.

         "Swap Termination Value" shall mean, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or


                                      -22-
<PAGE>

more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include the Bank or any Affiliate of
the Bank).

         "Synthetic Lease Obligation" shall mean the monetary obligation of a
Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property (including sale
and leaseback transactions), in each case, creating obligations that do not
appear on the balance sheet of such Person but which, upon the application of
any Debtor Relief Laws to such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).

         "Term Commitment" shall mean the commitment, if any, of the Bank to
make the New Term Loan on the Effective Date in the amount of up to $25.0
million, as such amount may be adjusted from time to time in accordance with
this Agreement.

         "Termination Date" shall mean August 8, 2012 or, if such date is not a
Business Day, the Business Day next succeeding such date.

         "Test Period" shall mean, at any date of determination, the four most
recently ended consecutive fiscal quarters of Borrower (in each case taken as
one accounting period) for which financial statements have been or are required
to be delivered pursuant to Section 5.2(a)(i) or 5.2(a)(ii).

         "Threshold Amount" shall mean $250,000.

         "Transactions" shall mean, collectively, the financings and
transactions to occur on the Effective Date including (a) the consummation of
the VCA Acquisition, (b) the entering into by the Loan Parties of the Loan
Documents, (c) the borrowings hereunder, (d) the consummation of the
Refinancing, (e) the repayment in full the Original Term Loan, and (f) the
payment of all fees and expenses in connection with the foregoing.

          "Type" refers to whether a Loan is a Fluctuating Rate Loan or a LIBOR
Loan.

         "UCC" shall mean the Uniform Commercial Code as in effect from time to
time (except as otherwise specified) in any applicable state or jurisdiction.

         "Unencumbered Liquid Assets" shall mean Cash Equivalents (excluding
assets of any retirement plan) which (a) are not the subject of any Lien with
any creditor (other than the Bank) and (b) may be converted to cash within seven
days.

         "Unfunded Capital Expenditures" shall mean, for any period, Capital
Expenditures made during such period to the extent such Capital Expenditures
were not financed from the proceeds of long term debt (borrowings of Revolving
Loans hereunder not included) and if they were made with cash, so long as the
Borrower and its Subsidiaries maintain Unencumbered Liquid Assets of not less
than the amount required pursuant to Section 6(a) at all times.

         "Unfunded Pension Liability" shall mean the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "United States" shall mean United States of America.

                                      -23-
<PAGE>

         "VCA" shall have the meaning set forth in the recitals hereto.

         "VCA Acquisition" shall have the meaning set forth in the recitals
hereto.

         "VCA Acquisition Agreement" shall mean the Stock Purchase Agreement,
dated as of August 8, 2007, by and among the Borrower, Acquisition Sub, D. Brian
McDonagh, M.D. Trust Dated May 1, 2004 ("McDonagh Seller"), Kush K. Agarwal
Living Trust ("Agarwal Seller"), Kush K. Agarwal (the "Sellers'
Representative"), D. Brian McDonagh, in his personal capacity, as guarantor of
the obligations of McDonagh Seller ("McDonagh Guarantor"), Kush K. Agarwal, in
his personal capacity, as guarantor of the obligations of Agarwal Seller
("Agarwal Guarantor"), and VCA, together with all exhibits, appendices,
schedules and annexes thereto, and as amended in accordance with Section 7.16.

         "VCA Initial  Practice  Groups" shall mean,  collectively,  (a) Georgia
Phlebology,  P.C., a Georgia professional  corporation,  (b) Illinois Phlebology
Associates, S.C., an Illinois service corporation, (c) Indiana Phlebology, P.C.,
an Indiana professional  corporation,  (d) Kansas City Phlebology Medical Group,
P.A., a Kansas professional  association,  (e) D. Brian McDonagh,  M.D., P.C., a
Maryland professional corporation,  (f) North Carolina Phlebology, P.C., a North
Carolina professional corporation,  (g) Tennessee Phlebology,  P.C., a Tennessee
professional  corporation,  and (h) Wisconsin  Phlebology Medical Group, P.C., a
Wisconsin professional corporation

         "VCA Lease Default" shall mean, with respect to each lease entered into
by VCA on behalf any VCA Initial Practice Group as a lessee, a default arising
thereunder resulting from the change of control of VCA as a result of
consummation of the VCA Acquisition.

         "Vein Clinics" shall mean those places of business of the Borrower or
VCA and its Subsidiaries designated for operation of as vein clinics.

         1.2 Accounting  Terms.  As used herein and in any  certificate or other
document made or delivered  pursuant  hereto,  accounting terms not specifically
defined herein shall have the respective meanings given to them under GAAP.

         1.3 Other Interpretive Provisions. With reference to this Agreement and
each other Loan Document,  unless  otherwise  specified  herein or in such other
Loan Document:

             (a) The  definitions  of terms  herein  shall apply  equally to the
singular  and  plural  forms of the terms  defined.  Whenever  the  context  may
require,  any pronoun shall include the  corresponding  masculine,  feminine and
neuter forms. The words "include," "includes" and "including" shall be deemed to
be  followed  by the  phrase  "without  limitation."  The word  "will"  shall be
construed  to have the same meaning and effect as the word  "shall."  Unless the
context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document  (including any  Organizational  Document) shall be
construed as referring to such  agreement,  instrument or other document as from
time to  time  amended,  supplemented  or  otherwise  modified  (subject  to any
restrictions on such amendments,  supplements or modifications  set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed  to include such  Person's  successors  and  assigns,  (iii) the words
"herein," "hereof" and "hereunder," and words of similar import when used in any
Loan Document, shall be construed to refer to such Loan Document in its entirety
and not to any  particular  provision  thereof,  (iv) all  references  in a Loan
Document to Articles,  Sections,  Exhibits and  Schedules  shall be construed to
refer to Articles  and Sections  of, and  Exhibits  and  Schedules  to, the Loan
Document in which such  references  appear,  (v) any  reference to any law shall
include all


                                      -24-
<PAGE>

statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

             (b) In the  computation of periods of time from a specified date to
a later  specified  date, the word "from" means "from and  including;" the words
"to" and "until" each mean "to but  excluding;" and the word "through" means "to
and including."

         1.4 Letter of Credit  Amounts(a) . Unless otherwise  specified  herein,
the  amount of a Letter of Credit at any time  shall be deemed to be the  stated
amount of such Letter of Credit in effect at such time; provided,  however, that
with respect to any Letter of Credit  that,  by its terms or the terms of any LC
Document  related thereto,  provides for one or more automatic  increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum  stated  amount of such Letter of Credit after giving  effect to all
such  increases,  whether or not such maximum stated amount is in effect at such
time.

             ARTICLE 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS.

         2.1 Revolving Commitment.

             (a) Subject to the terms and conditions  hereof, the Bank agrees to
make revolving  credit loans to the Borrower (the "Revolving  Credit Loans") and
issue Letters of Credit for the account of the Borrower from time to time during
the Revolving Commitment Period;  provided,  that, after giving immediate effect
to such Revolving Credit Loan(s) and/or  Letter(s) of Credit,  (i) the Revolving
Credit  Exposure shall not exceed the lesser of (x) the Revolving  Commitment or
(y) the  Borrowing  Base  and (ii)  the LC  Exposure  shall  not  exceed  the LC
Sublimit,  as such amounts may be reduced as provided in this Agreement.  During
the Revolving  Commitment  Period the Borrower may use the Revolving  Commitment
(i) for obtaining Revolving Credit Loans by borrowing,  prepaying in whole or in
part and reborrowing on a revolving  basis, all in accordance with the terms and
conditions  hereof  and  (ii) for the  issuance  of  Letters  of  Credit  by the
issuance,  repayment and/or  termination in whole or in part and reissuance on a
revolving basis, all in accordance with the terms and conditions hereof.  Within
the limits as set forth above in this Section  2.1(a),  and subject to the other
terms and conditions hereof, the Borrower may borrow under this Section 2. 1(a),
prepay under Section 2.10(a), and reborrow under this Section 2.1(a).  Revolving
Credit Loans may be Fluctuating  Rate Loans or LIBOR Loans, as further  provided
herein.

             (b) The Borrower  shall repay to the Bank on the Maturity  Date the
aggregate  principal  amount of all Revolving  Credit Loans  outstanding on such
date

         2.2 Revolving  Credit Note. The Revolving Credit Loans made by the Bank
to the  Borrower  pursuant to Section  2.1(a) shall be evidenced by a promissory
note  of the  Borrower  substantially  in the  form of  Exhibit  A  hereto  with
appropriate insertions (the "Revolving Credit Note").

         2.3 Procedure for  Borrowings of Revolving  Credit Loans.  The Borrower
may borrow under the Revolving Commitment during the Revolving Commitment Period
on any  Business  Day by giving the Bank  irrevocable  notice (each a "Notice of
Borrowing")  of a request for a Revolving  Credit Loan  hereunder in  accordance
with the following  sentence.  Each such notice must (i) be received by the Bank
(x) in the case of Revolving  Credit Loans that are LIBOR Loans,  not later than
3:00  p.m.  (New  York City  time)  three  (or,  in the case of a  Borrowing  of
Revolving  Credit Loans on the Effective  Date,  two) Business Days prior to the
requested  date of any  borrowing  thereof and (y) in the case of all  Revolving
Credit Loans that are Fluctuating Rate Loans, not later than 3:00 p.m. (New York


                                      -25-
<PAGE>

City time) on the requested date of any borrowing thereof and (ii) set forth (A)
the amount of the Revolving Credit Loans requested, which shall not be less than
$100,000, (B) the requested borrowing date, (C) whether the Revolving Credit
Loan shall be a LIBOR Loan, Fluctuating Rate Loan or a combination thereof, and
(D) if entirely or partially a LIBOR Loan, the length of the Interest Period
therefor, which shall be one, two, three or six months, as the Borrower shall
elect. Such notice shall be written (including, without limitation, via
facsimile transmission). If any such request is sent by facsimile it shall be
confirmed in writing sent by the Borrower to the Bank within two Business Days
thereafter. Unless notification is otherwise furnished by the Borrower to the
Bank (in a manner consistent with the requirements of this Section), Revolving
Credit Loans will be made by credits to the Borrower's demand deposit account
maintained with the Bank. If the Borrower furnishes such notice but no election
is made as to the Type of Loan or the Interest Period to be applicable thereto,
the Loan will automatically then be made as a Fluctuating Rate Loan until such
required information is furnished pursuant to the terms hereof.

2.4      Letters of Credit.

             (a) Request for Letter of Credit.  Subject to the  limitations  set
forth in Section 2.1 and the other terms and conditions herein, the Borrower may
from time to time during the  Revolving  Commitment  Period,  upon one (1) day's
prior  written  notice,  request  that the Bank issue  Letters of Credit for the
account of the Borrower.

             (b) Obligations to make LC Extensions.  The Bank shall not have any
obligation to and shall not:

                  (i)  issue  any  Letter  of Credit  if,  after  giving  effect
             thereto, the LC Exposure would exceed the LC Sublimit;

                  (ii)  issue any  Letter  of Credit  if,  after  giving  effect
             thereto,  the Revolving  Credit Exposure would exceed the Revolving
             Commitment;

                  (iii) issue any Letter of Credit  which has an expiry date (A)
             later than 12 months after the  issuance  date thereof or (B) after
             the Maturity Date, unless the Bank approves of such expiry date;

                  (iv) issue any Letter of Credit if:

                       (A) any  order,  judgment  or decree of any  Governmental
                  Authority or  arbitrator  shall by its terms purport to enjoin
                  or restrain the Bank from  issuing  such Letter of Credit,  or
                  any  Requirement  of Law applicable to the Bank or any request
                  or directive (whether or not having the force of law) from any
                  Governmental  Authority with  jurisdiction over the Bank shall
                  prohibit,  or request that the Bank refrain from, the issuance
                  of letters  of credit  generally  or such  Letter of Credit in
                  particular  or shall impose upon the Bank with respect to such
                  Letter  of  Credit   any   restriction,   reserve  or  capital
                  requirement  (for which the Bank is not otherwise  compensated
                  hereunder)  not in  effect  on the  Effective  Date,  or shall
                  impose upon the Bank any  unreimbursed  loss,  cost or expense
                  which was not  applicable on the Effective  Date and which the
                  Bank in good faith deems material to it;

                       (B) the issuance of such Letter of Credit  would  violate
                  one or more  policies  of the Bank  applicable  to  letters of
                  credit generally;

                                      -26-
<PAGE>


                       (C) except as otherwise  agreed by the Bank,  such Letter
                  of Credit is in an initial  stated amount less than  $100,000,
                  in the case of a commercial Letter of Credit, or $100,000,  in
                  the case of a standby Letter of Credit;

                       (D) such  Letter  of  Credit  is to be  denominated  in a
                  currency other than Dollars;

                  (v)  amend  any  Letter  of  Credit  if the Bank  would not be
             permitted  at such  time to issue  such  Letter  of  Credit  in its
             amended form under the terms hereof; or

                  (vi)  amend any  Letter of Credit if the  beneficiary  of such
             Letter of Credit  does not accept the  proposed  amendment  to such
             Letter of Credit.

         (c)  Reimbursement.  In  the  event  the  Bank  makes  payment  to  the
beneficiary of any Letter of Credit in accordance  with the terms  thereof,  the
Borrower  agrees to reimburse  the Bank therefor on the same day such payment is
made,  all as more fully set forth in, and  subject to the terms and  conditions
of,  any  applicable  LC  Documents,   each  of  which  LC  Documents  is  fully
incorporated herein by reference thereto.

         (d) Borrower's Agreements. In connection with any Letter of Credit, the
Borrower agrees as follows:

                  (i) Any LC Extension is subject to the Bank's written approval
             and must be in form  and  content  satisfactory  to the Bank and in
             favor of a beneficiary acceptable to the Bank;

                  (ii) to executed  and deliver to the Bank any LC  Documents as
             reasonably requested by the Bank;

                  (iii) to pay any  issuance  and/or  other  fees  that the Bank
             notifies  the Borrower  will be charged for issuing and  processing
             Letters of Credit for the Borrower; and

                  (iv) to allow  the  Bank to  automatically  charge  any of its
             deposit  accounts  at  the  Bank  (if  any)  for  applicable  fees,
             discounts and other charges.

         (e) Letter of Credit Fees. The Borrower  agrees to pay for the issuance
of each Letters of Credit:  (i) a per annum fee equal to the product of the face
amount of such  Letter of Credit and the  Applicable  Margin then  existing  for
Revolving  Credit Loans that are LIBOR Loans,  such fee to be due and payable on
the date of issuance of such Letter of Credit;  and (ii) any other standard fees
and commissions routinely charged in connection therewith.

         2.5 Commitment Fee and Other Fees.

         (a) Commitment Fee. As compensation for the Revolving Commitment on the
revolving  basis  provided  for herein,  the  Borrower  agrees to pay the Bank a
commitment  fee equal to 0.25% per annum times the average daily amount by which
the  Revolving  Commitment  exceeds  the sum of (i) the  Outstanding  Amount  of
Revolving Credit Loan and (ii) the Outstanding  Amount of the LC Exposure.  Such
commitment fee shall accrue at all times during the Revolving Commitment Period,
and shall be due and payable  quarterly in arrears,  on the last Business Day of
each March, June,  September and December,  commencing on the first such date to
occur after the Effective Date, and on last day of the Revolving Commitment


                                      -27-
<PAGE>

Period. If the Borrower fails to pay any such amount to the Bank when due the
amount of such defaulted payment shall bear interest from the date when due
until (but excluding) the date when paid at the Post-Default Rate. The
obligation so to pay interest shall not be construed so as to waive the
requirement to pay the commitment fees as hereinabove set forth.

         (b) Other Fees.  The Borrower  shall pay to the Bank such fees as shall
have been  separately  agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.

         2.6  Regulatory  Changes in Capital  Requirements.  If as a result of a
change in any  existing,  or the  imposition of any future,  law,  regulation or
guideline  or the  interpretation  thereof  by any  court or  administrative  or
governmental authority charged with the administration thereof, or compliance by
the Bank with any request or directive  (whether or not having the force of law)
of any such authority,  imposes,  modifies,  deems  applicable or results in the
application of, any capital  maintenance,  capital ratio or similar  requirement
against loan  commitments  made by the Bank (or  participations  therein) or the
Bank in anticipation of the  effectiveness of any capital  maintenance,  capital
ratio or similar  requirement takes reasonable action to enable itself to comply
therewith,  and the result  thereof is to impose upon the Bank or  increase  any
capital  requirement  applicable as a result of the making or maintenance of the
Commitments  or any Loans or  participations  therein  (which  imposition  of or
increase in capital  requirements  may be  determined  by the Bank's  reasonable
allocation of the aggregate of such capital impositions or increases) then, upon
demand by the Bank, the Borrower shall  immediately pay to the Bank from time to
time as specified by the Bank such  additional  amount as shall be sufficient to
compensate   the  Bank  for  such   impositions   of  or  increases  in  capital
requirements.  Any such amount not paid  within one  Business  Day after  demand
being made by the Bank shall be paid together with interest at the  Post-Default
Rate from the date demanded until payment in full thereof. A certificate setting
forth in reasonable  detail the amounts  necessary to  compensate  the Bank as a
result of an imposition of or increase in capital requirements  submitted by the
Bank to the Borrower shall be conclusive, absent manifest error or bad faith, as
to the amount  thereof.  For purposes of this  Section,  all  references  to the
"Bank" shall be deemed to include any corporation controlling the Bank. The Bank
will  promptly  notify  the  Borrower  of any  event of  which it has  knowledge
occurring  after the  Effective  Date  which  will  entitle  it to  compensation
pursuant to this Section and will  designate a different  lending office if such
designation  will  avoid  the need  for,  or  reduce  the  amount  of,  any such
additional amounts which may thereafter accrue and would not, in the judgment of
the Bank, be otherwise disadvantageous to the Bank.

         2.7 Termination or Reduction of Commitments.

         (a) The Term Commitment shall be automatically and permanently  reduced
to zero on the Effective Date (after giving effect to the making of the New Term
Loan on such date). The Revolving  Commitment shall  automatically  terminate on
the Termination Date.  Notwithstanding the foregoing,  all the Commitments shall
automatically  terminate at 6:00 p.m., New York City time, on August 8, 2007, if
the initial Credit Extension shall not have occurred by such time.

         (b) The  Borrower  shall  have the  right,  upon not  less  than  three
Business Days' irrevocable  written notice, to terminate any Commitment or, from
time to time, to reduce the amount of such Commitment;  provided,  however, that
(i) any such  reduction  (A) shall be in the  minimum  amount of  $500,000 or an
integral  multiple of $100,000 in excess thereof,  (B) shall reduce  permanently
the amount of such  Commitment  then in effect,  and (C) shall be accompanied by
prepayment of the applicable  Revolving Credit Loans  outstanding to the extent,
if any, that the Loans then outstanding  exceed the amount of such Commitment as
then  reduced,  together  with accrued  interest on the amount so prepaid to and
including the dates of each such prepayment and any amounts payable  pursuant to
Section 2.14 in connection  therewith  and the payment of any unpaid  commitment
fee  applicable to such  commitment  then accrued  hereunder,  and (ii) any such
termination of such Commitment shall be accompanied by prepayment in full of the


                                      -28-
<PAGE>

applicable  Revolving  Credit Loans and all obligations in respect of Letters of
Credit  together  with accrued  interest  thereon to and  including  the date of
prepayment  and any  amounts  payable  pursuant  to Section  2.14 in  connection
therewith  and the  payment  of any unpaid  commitment  fee  applicable  to such
commitment then accrued hereunder.

         2.8 New Term Loan.

         (a)  Subject to the terms and  conditions  set forth  herein,  the Bank
agrees to make the New Term Loan to the  Borrower  on the  Effective  Date in an
amount equal to the Term  Commitment.  The amounts  borrowed  under this Section
2.8(a) and repaid or prepaid may not be reborrowed.

         (b) The New Term  Loan  shall be made upon the  Borrower's  irrevocable
notice  to the  Bank,  which  may be given by  telephone.  Such  notice  must be
received by the Bank not later than 3:00 p.m.  (New York City time) two Business
Days prior to the  requested  date of the  borrowing of such New Term Loan,  and
must set forth (i) the requested  borrowing date commencement  date, as the case
may be, (ii) whether the Loan shall be a LIBOR Loan or a Fluctuating  Rate Loan,
and (iii) if entirely a LIBOR Loan, the length of the Interest Period  therefor,
which shall be one, two, three or six months,  as the Borrower shall elect. Such
telephonic  notice by the  Borrower  pursuant  to this  Section  2.8(b)  must be
confirmed  promptly by delivery  to the Bank of a written  borrowing  notice (in
form and substance reasonably satisfactory to the Bank), appropriately completed
and signed by a chief financial officer of the Borrower. Thereafter, if no Event
of Default is (at the time in question)  continuing,  the Borrower may split the
initial Borrowing of the New Term Loan into multiple tranches of Borrowings, and
may elect to convert any tranche of a Borrowing of the New Term Loan to create a
tranche of a  Borrowing  of the New Term Loan of a different  Type (or  Interest
Period,  where  applicable)  or to continue  such  tranche and, in the case of a
tranche of LIBOR  Borrowing  of the New Term Loan,  may elect  Interest  Periods
therefor, all in accordance with, and as provided in, Section 2.9.

         (c) The Borrower shall repay to the Bank the aggregate principal amount
of the New Term Loan on the following dates in the respective  amounts set forth
opposite  such  dates  (which  amounts  shall  be  reduced  as a  result  of the
application of prepayments in accordance with the order of priority set forth in
Section 2.10)):

        ---------------------------- -----------------------------------------
        Date                         Amount

        ---------------------------- -----------------------------------------
        November 8, 2007             $0
        ---------------------------- -----------------------------------------
        February 8, 2008             $892,857.14
        ---------------------------- -----------------------------------------
        May 8, 2008                  $892,857.14
        ---------------------------- -----------------------------------------
        August 8, 2008               $892,857.14
        ---------------------------- -----------------------------------------
        November 8, 2008             $892,857.14
        ---------------------------- -----------------------------------------
        February 8, 2009             $892,857.14
        ---------------------------- -----------------------------------------
        May 8, 2009                  $892,857.14
        ---------------------------- -----------------------------------------
        August 8, 2009               $892,857.14
        ---------------------------- -----------------------------------------
        November 8, 2009             $892,857.14
        ---------------------------- -----------------------------------------
        February 8, 2010             $892,857.14
        ---------------------------- -----------------------------------------
        May 8, 2010                  $892,857.14
        ---------------------------- -----------------------------------------
        August 8, 2010               $892,857.14
        ---------------------------- -----------------------------------------
        November 8, 2010             $892,857.14
        ---------------------------- -----------------------------------------
        February 8, 2011             $892,857.14
        ---------------------------- -----------------------------------------
        May 8, 2011                  $892,857.14
        ---------------------------- -----------------------------------------
        August 8, 2011               $892,857.14
        ---------------------------- -----------------------------------------
        November 8, 2011             $892,857.14
         ---------------------------- -----------------------------------------
        February 8, 2012             $892,857.14
        ---------------------------- -----------------------------------------
        May 8, 2012                  $892,857.14
        ---------------------------- -----------------------------------------
        August 8, 2012               $8,928,571.48
        ---------------------------- -----------------------------------------

                                      -29-
<PAGE>

provided, however, that the final principal repayment installment of the New
Term Loan shall be repaid on the New Term Loan Maturity Date and in any event
shall be in an amount equal to the aggregate principal amount of the New Term
Loan on such date.

         (d) The New Term Loan shall be evidenced by, among other things, a term
note  substantially in the form of Exhibit B hereto and dated the Effective Date
(the "New Term Note").

2.9      Continuation and Conversion of Loans; Number of Interest Periods.

         (a) The Borrower shall have the right at any time on prior  irrevocable
written  or telex  notice  to the Bank as  specified  in this  Agreement  (i) to
continue  any LIBOR  Loan as a LIBOR Loan for the same or a  different  Interest
Period  (specifying  the  Interest  Period to be  applicable  thereto),  (ii) to
convert  any LIBOR Loan into a  Fluctuating  Rate Loan and (iii) to convert  any
Fluctuating  Rate Loan into a LIBOR Loan  (specifying  the Interest Period to be
applicable  thereto)  (each such notice,  a  "Continuation/Conversion  Notice"),
subject to the following:

             (i) in the case of a conversion of less than all of the outstanding
         Loans,  the aggregate  principal amount of Loans converted shall not be
         less than (A) in the case of the New Term Loan,  $500,000  and shall be
         in an integral  multiple  of $100,000 in excess  thereof and (B) in the
         case of Revolving  Credit  Loans,  $100,000 and shall be in an integral
         multiple of $100,000 in excess thereof;

             (ii) no LIBOR Loan shall be converted at any time other than at the
         end of an Interest Period applicable thereto; and

             (iii) any  portion of a Loan  maturing or required to be prepaid in
         less than one month may not be  converted  into or continued as a LIBOR
         Loan.

         (b) In the event that the  Borrower  shall not give  notice to continue
any LIBOR Loan into a subsequent Interest Period or convert any such Loan into a
Loan of another Type, on the last day of the Interest Period thereof,  such Loan
(unless prepaid) shall  automatically be converted into a Fluctuating Rate Loan.
The Interest Period  applicable to any LIBOR Loan resulting from a conversion or
continuation  shall be specified by the Borrower in the  Continuation/Conversion
Notice delivered by the Borrower pursuant to this Agreement;  provided, however,
that,  if such notice does not specify  either the Type of Loan or the  Interest
Period to be applicable thereto, the Loan shall automatically be converted into,
or continued as, as the case may be, a Fluctuating Rate Loan until such required
information is furnished pursuant to the terms hereof.  Notwithstanding anything
to the contrary  contained above, if an Event of Default shall have occurred and
is continuing,  no LIBOR Loan may be continued into a subsequent Interest Period
and no Fluctuating Rate Loan may be converted into a LIBOR Loan.

         (c) Each  Continuation/Conversion  Notice  must be received by the Bank
not later than 3:00 p.m.  (New York City time) three  Business Days prior to the
requested  date of a  conversion  to or  continuation  of LIBOR Loans and of any
conversion    of    LIBOR    Loans   to    Fluctuating    Rate    Loans.    Each
Continuation/Conversion   Notice  must  specify  (A)  whether  the  Borrower  is
requesting a conversion of the New Term Loan or Revolving  Credit Loans from one
Type to the other, or a continuation  of LIBOR Loans,  (B) the requested date of


                                      -30-
<PAGE>

the  conversion or  continuation,  as the case may be (which shall be a Business
Day),  (C) the principal  amount of Loans to be converted or continued,  (D) the
Type of Loans to which  existing New Term Loan or Revolving  Credit Loans are to
be converted, and (E) if applicable, the length of the Interest Period therefor,
which shall be one, two, three or six months,  as the Borrower shall elect. Such
Continuation/Conversion  Notice shall be written (including, without limitation,
via facsimile  transmission).  If any such request is sent by facsimile it shall
be  confirmed  in writing  sent by the  Borrower to the Bank within two Business
Days thereafter.

         (d) After giving effect to (i) all  Borrowings  (including all tranches
of Borrowings) of the New Term Loan, (ii) all conversions of all tranches of the
New Term Loan from one Type to the other, (iii) all continuations of tranches of
the New Term Loan as the same Type,  (iv) all  Borrowings  of  Revolving  Credit
Loans, (v) all conversions of Revolving Credit Loans from one Type to the other,
and (vi) all  continuations  of Revolving  Credit Loans as the same Type,  there
shall not be more than eight Interest Periods in effect in respect of the Loans.

         2.10 Prepayment.

         (a)  Voluntary.  The Borrower may, upon notice to the Bank,  prepay any
Fluctuating Rate Loan in whole or in part without premium or penalty;  provided,
however,  that (i) such  notice must be received by the Bank not later than 3:00
p.m.  on the date of  prepayment  of any  Fluctuation  Rate  Loan and (ii)  each
partial  prepayment on account of any Fluctuating  Rate Loan shall be (A) in the
case of the New Term Loan,  in an amount not less than  $500,000  or an integral
multiple of $100,000 in excess  thereof and (B) in the case of Revolving  Credit
Loans,  in an amount not less than $100,000 or an integral  multiple of $100,000
in excess thereof. Except as provided otherwise in this Agreement,  the Borrower
may prepay a LIBOR Loan only upon at least three (3) Business Days prior written
notice to the Bank (which notice shall be  irrevocable)  and any such prepayment
shall occur only on the last day of the Interest Period for such LIBOR Loan. Any
prepayment of a LIBOR Loan, to the extent permitted, shall be accompanied by any
additional  amounts required pursuant to Section 2.14. Any partial prepayment of
the New Term Loan  pursuant  to this  Section  2.10(a)  shall be  applied to the
principal repayment installments thereof in inverse order of maturity.

         (b) Mandatory.  If, at any time, the sum of (i) the Outstanding  Amount
of the  Revolving  Credit  Loans  plus  (ii) the  Outstanding  Amount  of the LC
Exposure  exceeds the Borrowing Base in effect as such time,  then,  within five
days of the first day there exists such excess,  the Borrower shall make payment
to the Bank in an amount equal to such excess  together with any amounts payable
pursuant to Section 2.14 in connection therewith.  Such payment shall be applied
to reduce the aggregate unpaid  principal  balance of the Revolving Credit Loans
then outstanding by first applying such payment to reduce Fluctuating Rate Loans
and then to reduce LIBOR Loans.  Notwithstanding the foregoing, the Borrower may
direct by written notice to the Bank that any prepayment or repayment be applied
first, to the principal amount of LIBOR Loans if such prepayment or repayment is
made on the last day of the Interest Period applicable thereto.

         (c) Each  prepayment  made pursuant to Section 2.10(a) or 2.10(b) shall
be made together with payment of accrued  interest on the amount  prepaid to and
including the date of prepayment any  additional  amounts  required  pursuant to
Section 2.14.

         2.11 Interest Rates; Interest Payments;  Manner of Payments; Rate After
Default; Schedule to Notes; Computation.

         (a)  Subject  to the  provisions  of  Section  2.11(h),  (i) the  Loans
comprising  each  Fluctuating  Rate Borrowing  shall bear interest at a rate per
annum equal to the Prime Rate plus or minus (as the case may be) the  Applicable
Margin in effect  from time to time,  and (ii) the Loans  comprising  each LIBOR


                                      -31-
<PAGE>

Borrowing  shall bear  interest  at a rate per annum equal to the LIBOR Rate for
the Interest  Period in effect for such Borrowing plus the Applicable  Margin in
effect from time to time.

         (b)   Interest   accrued  on  each  Loan  shall  be  payable,   without
duplication, on:

                  (i) the Maturity Date of such Loan  (excluding any Installment
             Payment  Date unless  interest  would  otherwise be payable on such
             Installment Payment Date pursuant to clauses (ii) - (v) below);

                  (ii) with respect to any portion of any Loan repaid or prepaid
             pursuant  to  this  Agreement,   the  date  of  such  repayment  or
             prepayment, as the case may be;

                  (iii)  with  respect  to  that  portion  of  the   outstanding
             principal amount of any Loan maintained as a Fluctuating Rate Loan,
             the last Business Day of each March, June,  September and December,
             commencing  with the  first  such  date  following  the date of the
             making of such Loan;

                  (iv) with respect to that portion of the outstanding principal
             amount of any Loan maintained as a LIBOR Loan, the last day of each
             applicable  Interest  Period (and,  if such  Interest  Period shall
             exceed three  months,  on the last day of each  three-month  period
             occurring  during  such  Interest  Period),  but in no  event  more
             frequently than monthly; and

                  (v) with respect to that portion of the outstanding  principal
             amount of a Loan converted into a Fluctuating  Rate Loan or a LIBOR
             Loan on a day when interest  would not otherwise  have been payable
             pursuant to Section  2.11(b)(iii) or 2.11(b)(iv),  the date of such
             conversion.

         (c) All payments (including  prepayments) to be made by the Borrower on
account of principal or interest  with respect to any Loan or on account of fees
or any other  obligations of the Borrower to the Bank hereunder shall be made to
the Bank at the  office of the Bank set forth in  Section  10.1 or at such other
place as the Bank may from time to time  designate in writing in lawful money of
the  United  States  of  America  in  immediately   available   funds,   without
counterclaim  or setoff  and free and clear of, and  without  any  deduction  or
withholding for, any taxes or other payments.

         (d) If the entire amount of any required  principal  and/or interest is
not paid in full within ten (10) days after the same is due, the Borrower  shall
pay to the Bank a late fee equal to five percent (5%) of the required payment.

         (e) The Borrower  hereby  authorizes and directs the Bank to charge any
account  of the  Borrower  maintained  at any  office  of the  Bank for any such
payments.

         (f) Subject to the provisions of subparagraph  (a) in the definition of
Interest Period set forth in Section 1.1, if any payment to be so made hereunder
or under  any Loan  Document  becomes  due and  payable  on a day  other  than a
Business Day, such payment shall be extended to the next succeeding Business Day
and, to the extent  permitted  by  applicable  law,  interest  thereon  shall be
payable at the then applicable rate during such extension.

         (g) All  payments  shall be applied  first to the  payment of all fees,
expenses and other amounts due to the Bank  (excluding  principal and interest),
then to accrued interest, then on account of the Outstanding Amount of the Loans
and  the  balance,  if  any,  applied  as cash  collateral  for  any  contingent


                                      -32-
<PAGE>

obligations  that the  Borrower may have owing to the Bank;  provided,  however,
that after the  occurrence  of an Event of Default,  payments will be applied to
the Obligations as the Bank determines in its sole discretion.

         (h) Upon and  following an Event of Default,  all Loans and any and all
accrued  and unpaid  interest,  fees or  amounts  due  hereunder,  to the extent
permitted by applicable law, shall bear interest  (payable on demand) (A) in all
cases other than LIBOR Loans at the Post-Default Rate until paid and (ii) in the
case of LIBOR  Loans at a rate which  shall be the  greater of the  Post-Default
Rate or 4% per annum in excess of the rate  applicable to such LIBOR Loan (based
upon the Pricing Level  therefor)  until the  expiration of the Interest  Period
applicable to such Loan, at which time the Loan will  automatically be converted
into a  Fluctuating  Rate  Loan  and  until  paid  shall  bear  interest  at the
Post-Default Rate.

         (i) In no event, however, shall interest payable hereunder be in excess
of the maximum rate of interest permitted under applicable law.

         (j) The  obligation  so to pay  interest  upon  any  obligation  of the
Borrower to the Bank shall not be construed so as to waive the  requirement  for
payment  on the  date  that  payment  is due to the  Bank as set  forth  in this
Agreement.

         (k) The Borrower hereby expressly  authorizes the Bank to record on the
schedule  attached to each applicable Note the amount and date of each Loan, the
rate of interest  thereon,  the date and amount of each payment of principal and
the unpaid principal balance; provided, however, that the failure of the Bank to
make any such  notation  shall not in any manner  affect the  obligation  of the
Borrower  to  repay  any Loan in  accordance  with the  terms  hereof.  All such
notations shall be presumed to be correct.

         (l) All  computations of interest for  Fluctuating  Rate Loans shall be
made on the basis of a year of 365 or 366 days,  as the case may be,  and actual
days elapsed.  All other  computations of fees and interest shall be made on the
basis of a 360-day year and actual days elapsed  (which  results in more fees or
interest,  as applicable,  being paid than if computed on the basis of a 365-day
year) and in each case shall be payable for the actual  number of days  elapsed.
Interest  shall  accrue on each Loan for the day on which the Loan is made,  and
shall not accrue on a Loan,  or any  portion  thereof,  for the day on which the
Loan or such portion is paid,  provided that any Loan that is repaid on the same
day on which it is made shall, subject to Section 2.11(f), bear interest for one
day. Each  determination  by the Bank of an interest rate or fee hereunder shall
be conclusive and binding for all purposes, absent manifest error.

         2.12 Use of Proceeds.

         (a) The Borrower  will use the proceeds of any  Revolving  Credit Loans
for working  capital  and general  corporate  purposes of the  Borrower  and its
Subsidiaries; provided, however, that the Borrower may use up to $3.0 million of
proceeds of the Revolving  Credit Loans on the Effective Date to finance in part
the Transactions.

         (b) The Borrower  will use the proceeds of the New Term Loan to finance
the Transactions.

         2.13 Increased  Costs.  If the Bank  determines  that the effect of any
applicable   law  or   government   regulation,   guideline   or  order  or  the
interpretation   thereof  by  any  Governmental   Authority   charged  with  the
administration  thereof  (such as, for  example,  a change in  official  reserve
requirements  which the Bank is  required  to  maintain  in  respect of loans or
deposits or other funds procured for funding such loans) is to increase the cost
to the Bank of making or  continuing  LIBOR  Loans  hereunder  or to reduce  the


                                      -33-
<PAGE>

amount of any payment of principal or interest  receivable  by the Bank thereon,
then the Borrower will pay to the Bank on demand such additional  amounts as the
Bank may  determine to be required to  compensate  the Bank for such  additional
costs or reduction.  Any additional  payment under this Section will be computed
from the effective date at which such  additional  costs have to be borne by the
Bank.  A  certificate  as to any  additional  amounts  payable  pursuant to this
Section setting forth the basis and method of determining  such amounts shall be
conclusive, absent manifest error, as to the determination by the Bank set forth
therein if made reasonably and in good faith. The Borrower shall pay any amounts
so  certified  to it by  the  Bank  within  10  days  of  receipt  of  any  such
certificate. The Bank will promptly notify the Borrower of any event of which it
has  knowledge  occurring  after  the  date  hereof  which  will  entitle  it to
compensation  pursuant to this  Section and will  designate a different  lending
office if such designation will avoid the need for, or reduce the amount of, any
such  additional  amounts  which may  thereafter  accrue and would  not,  in the
judgment of the Bank, be otherwise  disadvantageous to the Bank. For purposes of
this  Section,  all  references  to the "Bank"  shall be deemed to  include  any
participant in any Commitments and/or Loans.

         2.14  Yield  Maintenance.  The  Borrower  shall pay to the  Bank,  upon
request  of the Bank,  such  amount or amounts  as shall be  sufficient  (in the
reasonable  opinion of the Bank) to compensate it for any loss, cost, or expense
incurred  as a result of:  (i) any  payment of a LIBOR Loan on a date other than
the last day of the Interest  Period for such Loan; (ii) any failure by Borrower
to borrow a LIBOR Loan on the date specified by Borrower's written notice; (iii)
any failure of Borrower to pay a LIBOR Loan on the date for payment specified in
Borrower's written notice. Without limiting the foregoing, Borrower shall pay to
Bank a "yield  maintenance  fee" in an amount  computed as follows:  The current
rate for United States Treasury securities (bills on a discounted basis shall be
converted to a bond  equivalent) with a maturity date closest to the term chosen
pursuant to the Fixed Rate Election as to which the prepayment is made, shall be
subtracted from LIBOR in effect at the time of prepayment. If the result is zero
or a negative number,  there shall be no yield maintenance fee. If the result is
a positive  number,  then the  resulting  percentage  shall be multiplied by the
amount of the principal  balance being  prepaid.  The resulting  amount shall be
divided by 360 and multiplied by the number of days remaining in the term chosen
pursuant to the Fixed Rate  Election as to which the  prepayment  is made.  Said
amount  shall  be  reduced  to  present  value  calculated  by using  the  above
referenced  United  States  Treasury  securities  rate  and the  number  of days
remaining  in the term chosen  pursuant  to the Fixed Rate  Election as to which
prepayment is made. The resulting amount shall be the yield  maintenance fee due
to Bank upon the payment of a LIBOR Loan.  Each  reference in this  paragraph to
"Fixed  Rate  Election"  shall mean the  election  by  Borrower  of Loan to bear
interest based on LIBOR. If by reason of an Event of Default, the Bank elects to
declare the Loans and/or any Note to be  immediately  due and payable,  then any
yield  maintenance fee with respect to a LIBOR Loan shall become due and payable
in the  same  manner  as  though  the  Borrower  has  exercised  such  right  of
prepayment.

A certificate as to any additional amounts payable pursuant to this Section
setting forth the basis and method of determining such amounts shall be
conclusive, absent manifest error, as to the determination by the Bank set forth
therein if made reasonably and in good faith. The Borrower shall pay any amounts
so certified to it by the Bank within 10 days of receipt of any such
certificate. For purposes of this Section, all references to the "Bank" shall be
deemed to include any participant in any Commitments and/or Loans.

         2.15  Alternate Rate of Interest.  In the event,  and on each occasion,
that on the day two  Business  Days prior to the  commencement  of any  Interest
Period for a LIBOR Loan, the Bank shall have determined (i) that dollar deposits
in the  amount of the  requested  principal  amount of such  LIBOR  Loan are not
generally  available in the London Interbank Market, (ii) that the rate at which
such dollar  deposits are being offered will not  adequately  and fairly reflect
the cost to the Bank of  making or  maintaining  such  LIBOR  Loan  during  such
Interest  Period,  or (iii) that reasonable  means do not exist for ascertaining
the LIBOR,  the Bank shall, as soon as practicable  thereafter,  give written or


                                      -34-
<PAGE>

telex notice of such  determination  to the  Borrower.  In the event of any such
determination,  until the  circumstances  giving  rise to such  notice no longer
exist,  (i) no LIBOR Loans will be made  hereunder (ii) each  outstanding  LIBOR
Loan shall be converted into a Fluctuating Rate Loan on the last day of the then
current  Interest  Period  applicable  thereto  and (iii)  unless  the  Borrower
notifies the Bank at least two  Business  Days prior to the date of any proposed
borrowing of a LIBOR Loan for which a Notice of Borrowing  has  previously  been
given that it elects not to borrow on such date, such Loan shall instead be made
as a Fluctuating Rate Loan.

         Promptly upon becoming aware that the circumstances giving rise to such
notice no longer exist, the Bank shall use its best efforts to notify the
Borrower that its obligation to make LIBOR Loans and convert Loans into LIBOR
Loans has been reinstated, but its failure to do so shall impose no liability on
the Bank. Each determination by the Bank hereunder shall be conclusive absent
manifest error.

         2.16 Change in Legality.

         (a) Notwithstanding  anything to the contrary herein contained,  if any
change  in  any  law  or  regulation  or in the  interpretation  thereof  by any
Governmental Authority charged with the administration or interpretation thereof
shall make it unlawful for the Bank to make or maintain any LIBOR Loan, then, by
written notice to the Borrower, the Bank may:

                  (i) declare  that LIBOR Loans will not  thereafter  be made by
             the Bank hereunder, whereupon the Borrower shall be prohibited from
             requesting   LIBOR  Loans  from  the  Bank  hereunder  unless  such
             declaration is subsequently withdrawn; and

                  (ii)  require that all  outstanding  LIBOR Loans made by it be
             converted to  Fluctuating  Rate Loans,  in which event (x) all such
             LIBOR Loans shall be  automatically  converted to Fluctuating  Rate
             Loans  as of the  effective  date of such  notice  as  provided  in
             paragraph  (b)  below  and  (y) all  payments  and  prepayments  of
             principal  which  would  otherwise  have been  applied to repay the
             converted  LIBOR  Loans  shall  instead  be  applied  to repay  the
             Fluctuating  Rate Loans resulting from the conversion of such LIBOR
             Loans.

         (b) For purposes of this Section,  a notice to the Borrower by the Bank
pursuant to paragraph  (a) above shall be  effective  with respect to each LIBOR
Loan, if lawful,  on the last day of the then current  Interest  Period for such
LIBOR Loan;  in all other  cases,  such notice  shall be effective on the day of
receipt by the Borrower and (ii) all references to the "Bank" shall be deemed to
include any participant in any Commitments and/or the Loans.

Promptly upon becoming aware that the circumstances giving rise to such notice
no longer exist, the Bank shall use its best efforts to notify the borrower that
its obligation to make LIBOR Loans and convert Loans into LIBOR Loans has been
reinstated, but its failure to do so shall impose no liability on the Bank.

         2.17 Reserves. Anything to the contrary in Section 2.1 notwithstanding,
the Bank shall have the right to establish  reserves in such  amounts,  and with
respect to such matters,  as the Bank in its  reasonable  discretion  shall deem
necessary or appropriate,  against the Borrowing Base,  including  reserves with
respect  to (i) sums  that the  Borrower  is  required  to pay  (such as  taxes,
assessments,  insurance  premiums,  or, in the case of leased  assets,  rents or
other  amounts  payable  under  such  leases)  and have  failed to pay under any
Section of this Agreement or any other Loan Document,  and (ii) amounts owing by
the Borrower or any of its Subsidiaries to any Person to the extent secured by a
Lien on, or trust over, any of the Collateral,  which Lien or trust, in the sole
discretion of the Bank likely would have a priority superior to the Bank's Liens


                                      -35-
<PAGE>

(such  as Liens  or  trusts  in  favor  of  landlords,  warehousemen,  carriers,
mechanics,  materialmen,  laborers,  or  suppliers,  or Liens or  trusts  for ad
valorem,  excise,  sales,  or other taxes where given priority under  applicable
law) in and to such item of the Collateral.

                   ARTICLE 3. REPRESENTATIONS AND WARRANTIES.

         In order to induce the Bank to enter into this Agreement and to make
the financial accommodations herein provided for, the Borrower hereby covenants,
represents and warrants to the Bank that:

         3.1 Financial Condition.

         (a) The consolidated balance sheet of the Borrower and its Subsidiaries
as of December 31, 2006, and the related  consolidated  statements of operations
and  retained  earnings  and cash flows for the fiscal  year ended on such date,
certified  by Amper,  Politziner  &  Mattia,  P.C.  , copies of which  certified
statements  have heretofore been furnished to the Bank, are complete and correct
and present  fairly the  financial  condition  of the  Borrower  and each of its
Subsidiaries  as at such date,  and the results of its operations and changes in
financial  position  for the fiscal year then ended.  Such  certified  financial
statements,  including  schedules  and  notes  thereto,  have been  prepared  in
accordance with GAAP.

         (b) The  unaudited  consolidated  balance sheet of the Borrower and its
Subsidiaries  as of March 31, 2007, and the related  consolidated  statements of
operations and retained  earnings and cash flows for the fiscal quarter ended on
each such  date,  copies of which  certified  statements  have  heretofore  been
furnished to the Bank, are complete and correct and present fairly the financial
condition of the Borrower and its  Subsidiaries as at such date, and the results
of its operations and changes in financial position for such fiscal quarter then
ended.  Such  certified  financial  statements,  including  schedules  and notes
thereto, have been prepared in accordance with GAAP.

         (c)  Schedule  3.1  sets  forth  a  true  and  complete   list  of  all
Indebtedness   (including  liabilities  for  taxes)  of  the  Borrower  and  its
Subsidiaries as of the Effective Date (after giving effect to the Transactions),
in each case (other than the  Obligations  (other than  Indebtedness  under Swap
Contracts))  showing the aggregate principal amount thereof and the name of each
respective borrower and any other entity that guaranteed such Indebtedness.

(d) Since May 31, 2007, there has been no event or circumstance, either
individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect.

         3.2  Corporate  Existence;  Compliance  with Law.  The  Borrower,  each
Guarantor and each of their Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its  incorporation or
organization,  (b) has the requisite  power and authority and the legal right to
own and  operate  its  property  and to  conduct  the  business  in  which it is
currently  engaged,  (c) is duly qualified as a foreign  corporation and in good
standing under the laws of each jurisdiction where its ownership or operation of
property or the conduct of its business require such  qualification,  and (d) is
in  compliance  with all  Requirements  of Law;  except to the  extent  that the
failure to so qualify as a foreign corporation as required by clause (c) of this
Section or to comply with all  Requirements  of Law as required by clause (d) of
this Section could not, in the aggregate, have a Material Adverse Effect.

         3.3  Corporate  Power;  Authorization;   Enforceable  Obligations.  The
Borrower  has the  corporate  power and  authority  and the legal right to make,
execute,  deliver and perform its obligations  under the Loan Documents to which
it is a party and to borrow  hereunder  and has  taken all  necessary  corporate
action to  authorize  the  borrowings  on the terms and  conditions  of the Loan
Documents to which it is a party and to authorize  the  execution,  delivery and
performance  of the  Loan  Documents  to  which it is a  party.  No  consent  or


                                      -36-
<PAGE>

authorization of, filing with, or other act by or in respect of any other Person
(including  stockholders  and  creditors of the  Borrower)  or any  Governmental
Authority,  is required in connection with the borrowings  hereunder or with the
execution, delivery, performance,  validity or enforceability of any of the Loan
Documents  to which the  Borrower is a party or the  consummation  of any of the
Transactions.  The Loan  Documents to which the Borrower is a party will be duly
executed and delivered on behalf of the Borrower and such Loan  Documents,  when
executed  and  delivered,  will  each  constitute  a legal,  valid  and  binding
obligation of the Borrower  enforceable  against the Borrower in accordance with
its terms,  except as  enforceability  may be limited by applicable  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of   creditors'   rights   generally   and   equitable   principles  of  general
applicability,  regardless of whether  enforcement is sought in an action at law
or a proceeding in equity.

         3.4 Power,  Authorization,  Enforceable Obligations of Guarantors. Each
Guarantor  has the  requisite  power and  authority and the legal right to make,
deliver and perform its  obligations  under the Loan  Documents to which it is a
party and the  transactions  contemplated  thereby  and has taken all  necessary
action  to  authorize  the  execution,  delivery  and  performance  of the  Loan
Documents to which it is a party. No consent or  authorization  of, filing with,
or other act by or in respect of any other Person  (including  stockholders  and
creditors  of the  Guarantors)  or any  Governmental  Authority  is  required in
connection with the execution, delivery, performance, validity or enforceability
of any of the Loan Documents or the  consummation of the  Transactions.  Each of
the Loan  Documents  to which a Guarantor  is party have been duly  executed and
delivered  by the  respective  parties  thereto,  and each  such  Loan  Document
constitutes a legal,  valid and binding  obligation of the respective  Guarantor
enforceable  against such  Guarantor  in  accordance  with its terms,  except as
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditor's rights generally and equitable  principles of general  applicability,
regardless of whether  enforcement is sought in an action at law or a proceeding
in equity.

         3.5 No Legal Bar. The execution,  delivery and  performance of the Loan
Documents to which the Borrower is a party and the borrowings  hereunder and the
use of the  proceeds  thereof  by the  Borrower,  the  execution,  delivery  and
performance by each Guarantor of the Loan Documents to which it is a party,  and
the  consummation  of the  Transactions,  in each  case do not and  will not (a)
violate any  Requirement  of Law; (b)  conflict  with or result in any breach or
contravention  of, or require any  payment to be made under (i) any  Contractual
Obligation  to which  such  Person is a party or  affecting  such  Person or the
properties  or revenues of such  Person or any of its  Subsidiaries  or (ii) any
order, injunction,  writ or decree of any Governmental Authority or any arbitral
award to which such Person or its  property is subject;  (c) will not result in,
or require,  the creation or imposition of any Lien on any of its  properties or
revenues  pursuant to any  Requirement of Law,  Contractual  Obligation,  or any
order, injunction,  writ or decree of any Governmental Authority or any arbitral
award to which such Person or its  property is  subject,  except  those Liens in
favor of the Bank permitted hereunder;  or (d) the terms of any of such Person's
Organizational Documents.

         3.6 No Material Litigation. No litigation,  investigation or proceeding
of or before any arbitrator or  Governmental  Authority is pending by or against
any  Specified  Person or against any of their  properties  or revenues (a) with
respect to any of the Loan Documents or any of the Transactions, or (b) which if
adversely determined, would have a Material Adverse Effect.

         3.7 No Default. No Specified Person is in default under or with respect
to any Contractual  Obligation in any respect which could be materially  adverse
to the  business,  operations,  property or financial or other  condition of the
Borrower or any of its  Subsidiaries  or of the  Guarantors,  other than the VCA
Lease Defaults,  or which could  materially and adversely  affect the ability of
(i) the Borrower to perform its obligations  under any Loan Document to which it


                                      -37-
<PAGE>

is a party, or (ii) the Guarantors to perform their respective obligations under
any Loan  Document  to which it is a party.  No Default or Event of Default  has
occurred and is continuing.

         3.8  No  Burdensome  Restrictions.  No  Contractual  Obligation  of any
Specified  Person and no  Requirement of Law materially  adversely  affects,  or
insofar as the  Borrower may  reasonably  foresee may so affect,  the  business,
operations,  property or  financial  or other  condition  of any such  Specified
Person.

         3.9 [Intentionally Omitted].

         3.10  Federal  Regulations.  The  Borrower  is not  engaged nor will it
engage,  principally or as one of its important  activities,  in the business of
extending  credit for the  purpose of  "purchasing"  or  "carrying"  any "margin
stock"  within  the  respective  meanings  of each  of the  quoted  terms  under
Regulation U of the Board of Governors of the Federal  Reserve System as now and
from time to time  hereafter  in effect.  No part of the  proceeds  of any Loans
hereunder  will be used for  "purchasing"  or  "carrying"  "margin  stock" as so
defined or for any purpose which violates,  or which would be inconsistent with,
the provisions of the Regulations of such Board of Governors.

         3.11 Environmental Matters.

         (a) None of the Real Property contains, or to the best knowledge of the
Borrower  has  previously  contained,  (i)  any  hazardous  or  toxic  waste  or
substances in amounts or  concentrations  which (A)  constitute or constituted a
violation of or (B) could reasonably be expected to give rise to liability under
any  applicable  environmental  law,  except  in  either  case  insofar  as such
violation  or  liability  could not  reasonably  be  expected to have a material
adverse  effect  on the  business,  operations  or  financial  condition  of the
Borrower and its Subsidiaries or (ii) any underground storage tanks, except such
as  have  been  removed  or  remediated  in  accordance   with  all   applicable
environmental laws.

         (b) The Real Property is in  compliance  in all material  respects with
all applicable federal, state and local environmental standards and requirements
affecting such Real Property, and there are no environmental conditions of which
Borrower has knowledge which could  interfere in any material  respects with the
continued use of the Real Property.

         (c) Neither the Borrower nor any of its  Subsidiaries nor any Guarantor
has received any notices of violations or advisory action by regulatory agencies
regarding environmental control matters or environmental permit compliance.

         (d)  Hazardous  waste  has not  been  transferred  from any of the Real
Property to any other  locations  except in compliance in all material  respects
with all applicable environmental laws, regulations or permit requirements.

         (e)  With  respect  to the Real  Property,  there  are no  proceedings,
governmental  administrative  actions or judicial proceedings pending or, to the
best knowledge of the Borrower,  contemplated under any federal,  state or local
law regulating the discharge of hazardous or toxic  materials or substances into
the environment,  to which the Borrower or any of its Subsidiaries is named as a
party.

         3.12  Solvency.  As of each date of a  borrowing  of a Loan  hereunder,
immediately  prior  to (in the  case of the  initial  borrowing  hereunder)  and
immediately following the consummation of the Transactions and/or the extensions
of credit to occur on such borrowing date, the Borrower (on a consolidated basis
with its Subsidiaries) is and will be Solvent.

                                      -38-
<PAGE>

         3.13 Labor Matters.  There are no collective  bargaining  agreements or
Multiemployer  Plans  covering  the  employees  of  the  Borrower  or any of its
Subsidiaries  as of  the  Effective  Date  and  neither  the  Borrower  nor  any
Subsidiary of the Borrower has suffered any strikes, walkouts, work stoppages or
other material labor difficulty within the last five years.

         3.14 Taxes. The Borrower and its  Subsidiaries  have filed all Federal,
state and other material tax returns and reports  required to be filed, and have
paid all Federal,  state and other material taxes,  assessments,  fees and other
governmental charges levied or imposed upon them or their properties,  income or
assets otherwise due and payable, except those which are being contested in good
faith by  appropriate  proceedings  diligently  conducted and for which adequate
reserves have been provided in  accordance  with GAAP.  There is no proposed tax
assessment  against the Borrower or any Subsidiary  that would,  if made, have a
Material  Adverse Effect.  Neither any Loan Party nor any Subsidiary  thereof is
party to any tax sharing agreement.

         3.15  Investment  Company  Act.  None  of  the  Borrower,   any  Person
Controlling the Borrower, or any Subsidiary of the Borrower is or is required to
be registered as an "investment  company"  under the  Investment  Company Act of
1940, as amended.

         3.16 VCA  Acquisition.  Upon the funding of the  Transactions  with the
proceeds of the initial Credit  Extension,  the VCA Acquisition  shall have been
consummated in accordance with the VCA Acquisition Agreement and with applicable
Requirements of Law.

         3.17 Ownership of Property; Liens.

         (a) The  Borrower  and each of its  Subsidiaries  has good  record  and
marketable  title in fee simple to, or valid  leasehold  interests  in, all real
property  necessary or used in the ordinary conduct of its business,  except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

         (b) Schedule  3.17 sets forth a complete and accurate list of all Liens
on the property or assets of the Borrower and each of its Subsidiaries,  showing
as of the date  hereof  the  lienholder  thereof,  the  principal  amount of the
obligations  secured  thereby and the property or assets of the Borrower or such
Subsidiary  subject  thereto.  The  property  of the  Borrower  and  each of its
Subsidiaries is subject to no Liens, other than Permitted Liens.

3.18 Insurance. The properties of the Borrower and its Subsidiaries are insured
with financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts (after giving effect to any self-insurance compatible
with the following standards), with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates.

         3.19 Disclosure. The Borrower has disclosed to the Bank all agreements,
instruments  and  corporate  or  other  restrictions  to  which it or any of its
Subsidiaries or any other Loan Party is subject,  and all other matters known to
it, that,  individually  or in the  aggregate,  could  reasonably be expected to
result in a Material Adverse Effect. No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of
any Loan  Party to the Bank in  connection  with the  transactions  contemplated
hereby and the negotiation of this Agreement or delivered hereunder or under any
other  Loan  Document  (in  each  case as  modified  or  supplemented  by  other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements  therein,  in the light
of the circumstances under which they were made, not misleading; provided that,


                                      -39-
<PAGE>

with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

         3.20  Embargoed  Persons  Act.  After  giving  effect  to  any  of  the
transactions  contemplated  herein, (i) none of the funds or other assets of any
Loan Party,  any  Affiliate of any Loan Party or the holder of any Capital Stock
in any Loan  Party or in any  such  Affiliate  constitute  property  of,  or are
beneficially  owned,  directly  or  indirectly,  by any  Person  (an  "Embargoed
Person") subject to trade  restrictions  under United States law,  including the
International  Emergency Economic Powers Act, 50 U.S.C. ss.ss. 1701 et seq., The
Trading with the Enemy Act, 50 U.S.C.  App. 1 et seq., and any Executive  Orders
or regulations  promulgated  thereunder,  with the result that any investment in
any Loan  Party,  in any  Affiliate  of any Loan  Party or in any  holder of any
Equity Interest in any Loan Party or in any such Affiliate (whether made or held
directly or indirectly) is prohibited by law, or that any portion of the Loan is
or would be in  violation of law;  (ii) no Embargoed  Person has any interest of
any nature  whatsoever  (whether  direct or indirect) in any Loan Party,  in any
Affiliate  of any Loan Party or in any holder of any  Capital  Stock in any Loan
Party or in any such Affiliate,  with the result that any investment in any Loan
Party,  in any Affiliate of any Loan Party or in any holder of any Capital Stock
in any Loan Party or in any such  Affiliate  (whether  made or held  directly or
indirectly) is prohibited by law, or that any portion of the Loan is or would be
in  violation  of law;  and (iii) none of the assets of any Loan  Party,  of any
Affiliate  of any Loan Party or of any holder of any  Capital  Stock in any Loan
Party or in any such Affiliate has been derived from any unlawful activity, with
the result that an  investment  in any of them (whether made or held directly or
indirectly)  is  prohibited by law, or that any portion of the Loans is or would
be in violation of law.

         3.21  Accuracy  of  Borrowing  Base.  At the  time any  Borrowing  Base
Certificate is delivered  pursuant to this Agreement,  each Account  included in
the calculation of the Borrowing Base is an Eligible Accounts Receivable.

         3.22 Schedules; Perfection Certificate. All of the information which is
required  to be  scheduled  to this  Agreement  is correct  and  accurate in all
respects.  All of the information  set forth in each  Perfection  Certificate is
correct and accurate in all respects.

         3.23  Subsidiaries.  Schedule  3.23  sets  forth  a list of (a) all the
Subsidiaries
of the Borrower and their respective jurisdictions of organization as of the
Effective Date, (b) the number of each class of its Capital Stock authorized,
and the number outstanding, on the Effective Date, and (c) the holder or holders
of such Capital Stock. All Capital Stock of each Subsidiary of the Borrower are
duly and validly issued and are fully paid and non-assessable.

         3.24 ERISA Compliance.

         (a)  Each  Plan is in  compliance  in all  material  respects  with the
applicable  provisions  of ERISA,  the Code and  other  Federal  or state  laws,
statutes,  rules and  regulations.  Each Plan that is intended to qualify  under
Section  401(a) of the Code has received a favorable  determination  letter from
the IRS or an application  for such a letter is currently being processed by the
IRS with respect thereto and, to the best knowledge of the Borrower, nothing has
occurred  which would  prevent,  or cause the loss of, such  qualification.  The
Borrower and each ERISA Affiliate have made all required  contributions  to each
Plan subject to Section 412 of the Code, and no application for a funding waiver
or an extension of any  amortization  period pursuant to Section 412 of the Code
has been made with respect to any Plan.

         (b) There are no pending  or, to the best  knowledge  of the  Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with  respect to any Plan that could  reasonably  be expected to have a Material
Adverse  Effect.  There has been no prohibited  transaction  or violation of the


                                      -40-
<PAGE>

fiduciary  responsibility  rules with  respect to any Plan that has  resulted or
could reasonably be expected to result in a Material Adverse Effect.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension  Plan has any  Unfunded  Pension  Liability;  (iii)  neither the
Borrower nor any ERISA Affiliate has incurred,  or reasonably  expects to incur,
any  liability  under Title IV of ERISA with  respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA);  (iv) neither
the Borrower nor any ERISA  Affiliate  has incurred,  or  reasonably  expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA,  would result in such liability) under Section 4201
or 4243 of ERISA with  respect to a  Multiemployer  Plan;  and (v)  neither  the
Borrower  nor any ERISA  Affiliate  has engaged in a  transaction  that could be
subject to Section 4069 or 4212(c) of ERISA.

         3.25 Existing  Management  Agreements.  Schedule 3.25 sets forth a true
and accurate list of all  Management  Agreements to which the Borrower or any of
its  Subsidiaries  is a party as of the Effective  Date (as each may be amended,
amended and  restated,  supplemented  or  otherwise  modified  from time to time
hereafter, the "Existing Management Agreement").  As of the Effective Date, each
Existing  Management  Agreement  is in full  force  and  effect  and none of the
parties  thereto is in breach of or in default  under such  Existing  Management
Agreement.

         3.26 Patriot Act.  Each of the Loan Parties,  each  Affiliate or any of
them and each holder of an Equity Interest in any Company or any such Affiliate,
is:  (i) not a  "blocked"  person  listed in the Annex to  Executive  Order Nos.
12947,  13099 and 13224 and all  modifications  thereto or thereof (the "Blocked
Person Annex"); (ii) in full compliance with the requirements of the USA Patriot
Act 2001,  107 Public Law 56 (October  26,  2001) and in other  statutes and all
orders,  rules and  regulations of the United States  government and its various
executive  departments,  agencies and offices,  related to the subject matter of
the  Patriot  Act,  and  all  other  requirements  contained  in the  rules  and
regulations of the Office of Foreign Assets Control,  Department of the Treasury
("OFAC"); (iii) operated under policies,  procedures and practices, if any, that
are in compliance  with the Patriot Act and available to the Bank for the Bank's
review and inspection  during normal  business hours and upon  reasonable  prior
notice;  (iv) not in receipt of any notice  from the  Secretary  of State or the
Attorney General of the United States or any other department,  agency or office
of the United  States  claiming a violation  or possible  violation  or possible
violation of the Patriot Act; (v) not listed as a Specially Designated Terrorist
(as defined in the Patriot Act) or as a "blocked" person on any lists maintained
by the OFAC  pursuant  to the  Patriot  Act or any other list of  terrorists  or
terrorist organizations  maintained pursuant to any of the rules and regulations
of the  OFAC  issued  pursuant  to the  Patriot  Act or on  any  other  list  of
terrorists or terrorist  organizations  maintained  pursuant to the Patriot Act;
(vi) not a Person who has been  determined by competent  authority to be subject
to any of the prohibitions  contained in the Patriot Act; and (vii) not owned or
controlled  by or now  acting  and or will in the future act for or on behalf of
any Person named in the Blocked Person Annex or any other list promulgated under
the Patriot Act or any other Person who has been determined to be subject to the
prohibitions contained in the Patriot Act.

                        ARTICLE 4. CONDITIONS PRECEDENT.

         4.1  Conditions to  Effectiveness  of Second  Amended and Restated Loan
Agreement.  The obligation of the Bank to make the initial  Credit  Extension to
the  Borrower  hereunder  is  subject  to  the  satisfaction  of  the  following
conditions precedent:

         (a) Agreement and Notes.  The Bank shall have received this  Agreement,
the  Revolving  Credit Note and the New Term Note duly executed and delivered by
the Borrower.

                                      -41-
<PAGE>

         (b) Other Loan Documents. The Bank shall have received the following:

                  (i) the Amended and Restated Borrower Pledge Agreement,  dated
             as of the  Effective  Date,  by the  Borrower in favor of the Bank,
             substantially in the form of Exhibit E attached hereto (as amended,
             amended and restated,  supplemented or otherwise modified from time
             to time, the "Borrower Pledge Agreement").

                  (ii) the  Acquisition  Sub Pledge  Agreement,  dated as of the
             Effective   Date,  by  Acquisition   Sub  in  favor  of  the  Bank,
             substantially in the form of Exhibit F attached hereto (as amended,
             amended and restated,  supplemented or otherwise modified from time
             to time, the "Acquisition Sub Pledge Agreement").

                  (iii)  the VCA  Pledge  Agreement,  dated as of the  Effective
             Date,  by VCA in favor of the  Bank,  substantially  in the form of
             Exhibit G  attached  hereto  (as  amended,  amended  and  restated,
             supplemented  or  otherwise  modified  from time to time,  the "VCA
             Pledge Agreement").

                  (iv) the  Amended and  Restated  Continuing  General  Security
             Agreement, dated as of the Effective Date, by the Borrower in favor
             of the Bank, substantially in the form of Exhibit H attached hereto
             (as  amended,  amended  and  restated,  supplemented  or  otherwise
             modified from time to time, the "Borrower Security Agreement").

                  (v) the  Amended  and  Restated  Continuing  General  Security
             Agreement,  dated as of the Effective  Date, by RPI in favor of the
             Bank,  substantially  in the form of Exhibit I attached  hereto (as
             amended,  amended and restated,  supplemented or otherwise modified
             from time to time, the "RPI Security Agreement").

                  (vi) the Continuing  General Security  Agreement,  dated as of
             the  Effective  Date,  by  Acquisition  Sub in favor  of the  Bank,
             substantially in the form of Exhibit J attached hereto (as amended,
             amended and restated,  supplemented or otherwise modified from time
             to time, the "Acquisition Sub Security Agreement").

                  (vii) the Continuing General Security  Agreement,  dated as of
             the Effective Date, by VCA in favor of the Bank,  substantially  in
             the form of Exhibit K  attached  hereto (as  amended,  amended  and
             restated, supplemented or otherwise modified from time to time, the
             "VCA Security Agreement").

                  (viii) the Continuing General Security Agreement,  dated as of
             the Effective Date, by FPI in favor of the Bank,  substantially  in
             the form of Exhibit L  attached  hereto (as  amended,  amended  and
             restated, supplemented or otherwise modified from time to time, the
             "FPI Security Agreement").

                  (ix) the Continuing  General Security  Agreement,  dated as of
             the Effective Date, by MPI in favor of the Bank,  substantially  in
             the form of Exhibit M  attached  hereto (as  amended,  amended  and
             restated, supplemented or otherwise modified from time to time, the
             "MPI Security Agreement").

                  (x)  the  Amended  and  Restated  Guarantee,  dated  as of the
             Effective  Date by RPI in favor of the Bank,  substantially  in the
             form  of  Exhibit  N  attached  hereto  (as  amended,  amended  and
             restated, supplemented or otherwise modified from time to time, the
             "RPI Guaranty Agreement").

                                      -42-
<PAGE>

                  (xi)  the  Guarantee,  dated  as of  the  Effective  Date,  by
             Acquisition Sub in favor of the Bank,  substantially in the form of
             Exhibit O  attached  hereto  (as  amended,  amended  and  restated,
             supplemented   or  otherwise   modified  from  time  to  time,  the
             "Acquisition Sub Guaranty Agreement").

                  (xii) the Guarantee, dated as of the Effective Date, by VCA in
             favor of the Bank,  substantially in the form of Exhibit P attached
             hereto (as amended, amended and restated, supplemented or otherwise
             modified from time to time, the "VCA Guaranty Agreement").

                  (xiii) the Guarantee,  dated as of the Effective  Date, by FPI
             in favor  of the  Bank,  substantially  in the  form of  Exhibit  Q
             attached hereto (as amended, amended and restated,  supplemented or
             otherwise   modified   from  time  to  time,   the  "FPI   Guaranty
             Agreement").

                  (xiv) the Guarantee, dated as of the Effective Date, by MPI in
             favor of the Bank,  substantially in the form of Exhibit R attached
             hereto (as amended, amended and restated, supplemented or otherwise
             modified from time to time, the "MPI Guaranty Agreement").

                  (xv)  the  Trademark  Security  Agreement,  dated  as  of  the
             Effective Date, by the Borrower in favor of the Bank, substantially
             in the form of Exhibit S attached  hereto (as amended,  amended and
             restated, supplemented or otherwise modified from time to time, the
             "Borrower Trademark Agreement").

                  (xvi)  the  Trademark  Security  Agreement,  dated  as of  the
             Effective Date, by VCA in favor of the Bank,  substantially  in the
             form  of  Exhibit  T  attached  hereto  (as  amended,  amended  and
             restated, supplemented or otherwise modified from time to time, the
             "VCA Trademark Agreement").

                  (xvii)  the  Copyright  Security  Agreement,  dated  as of the
             Effective Date, by the Borrower in favor of the Bank, substantially
             in the form of Exhibit U attached  hereto (as amended,  amended and
             restated, supplemented or otherwise modified from time to time, the
             "Borrower Copyright Agreement").

                  (xviii) the Initial Perfection Certificate,  duly executed and
             delivered by the parties thereto.

         (c)  Notice of  Borrowing.  The Bank  shall  have  received a notice of
borrowing for the borrowing of the New Term Loan and any Revolving Credit Loans,
in accordance with Section 2.8 and Section 2.3, respectively.

         (d)  Borrowing  Base  Certificate.  The Bank  shall have  received  and
satisfactorily  reviewed a Borrowing  Base  Certificate  as set forth in Section
5.2(c) if any Revolving Credit Loans are to be borrowed on the Effective Date.

         (e) Opinions. The following opinions, each of which shall be reasonably
satisfactory to the Bank in form and substance and dated the date of the initial
extension of credit hereunder:

                  (i) an  opinion  of Dorsey  Whitney,  special  counsel  to the
             Borrower and the Guarantors; and

                                      -43-
<PAGE>

                  (ii) an opinion of Claude E. White, Vice President and General
             Counsel, as in-house counsel to the Borrower and the Guarantors.

         (f)  Certificates   and  Resolutions.   The  Bank  shall  received  the
following:

                  (i) a certificate of a Responsible  Officer of each Loan Party
             dated the Effective Date, certifying as to the following:  (A) that
             attached thereto is a true and complete copy of each Organizational
             Document of such Loan Party certified (to the extent applicable) as
             of a recent  date by the  Secretary  of  State of the  state of its
             organization,  incorporation or formation,  as the case may be; (B)
             that attached  thereto is a true and complete  copy of  resolutions
             duly adopted by the board of directors (or similar  governing body)
             of  such  Loan  Party  authorizing  the  execution,   delivery  and
             performance  of the Loan  Documents to which such Person is a party
             and, in the case of Borrower,  the borrowings  hereunder,  and that
             such resolutions  have not been modified,  rescinded or amended and
             are in full  force and  effect;  and (C) as to the  incumbency  and
             specimen  signature of each officer  executing any Loan Document or
             any other  document  delivered in connection  herewith on behalf of
             such Loan Party  (together with a certificate of another officer as
             to the  incumbency  and  specimen  signature  of the  secretary  or
             assistant  secretary executing the certificate in this clause (i));
             and

                  (ii) a certificate  as to the good standing of each Loan Party
             as of
                  a recent date, from such Secretary of State (or other
                  applicable Governmental Authority).

         (g) Personal Property Requirements. The Bank shall have received:

                       (A)   all   certificates,   agreements   or   instruments
                  representing or evidencing the Collateral constituting Capital
                  Stock  accompanied by instruments of transfer and stock powers
                  undated and endorsed in blank;

                       (B) all other certificates, agreements, including control
                  agreements,  or  instruments  necessary  to perfect the Bank's
                  security   interest  in  all  Accounts,   chattel  paper,  all
                  instruments,  all deposit accounts and all investment property
                  of each Loan Party (to the extent  required by the  applicable
                  Security Agreements);

                       (C) UCC  financing  statements  in  appropriate  form for
                  filing  under the UCC,  filings  with  patent,  trademark  and
                  copyright  offices and such other documents  under  applicable
                  law in each  jurisdiction  as may be necessary or  appropriate
                  or, in the opinion of the Bank, desirable to perfect the Liens
                  created,   or  purported  to  be  created,   by  the  Security
                  Agreements; and

                       (D) certified copies of Uniform  Commercial Code, patent,
                  trademark  and  copyright  offices,   tax  and  judgment  lien
                  searches,   bankruptcy   and  pending   lawsuit   searches  or
                  equivalent reports or searches,  each of a recent date listing
                  all effective financing statements, lien notices or comparable
                  documents  that  name any Loan  Party as  debtor  and that are
                  filed in those  state and  county  jurisdictions  in which any
                  property of any Loan Party is located and the state and county
                  jurisdictions  in which any Loan Party is  organized  and such
                  other searches that the Bank deems  necessary or  appropriate,
                  none of which encumbers the Collateral  covered or intended to
                  be covered by the Security  Agreements  (other than  Permitted
                  Liens).

                                      -44-
<PAGE>

         (h) Financial Statements and Projections.  The Bank shall have received
the  following,  together  with a certificate  of a  Responsible  Officer of the
Borrower (and the Bank shall be satisfied  with the form and  substance  thereof
(in its sole discretion)):

                  (i) the financial statements identified in Section 3.1;

                  (ii) the  audited  consolidated  balance  sheet of VCA and its
             Subsidiaries  (before giving effect to the VCA Acquisition) for the
             fiscal year ended December 31, 2006,  and the related  consolidated
             statements of income or operations,  shareholders'  equity and cash
             flows  for such  fiscal  year of VCA and its  Subsidiaries  (before
             giving effect to the VCA Acquisition), including the notes thereto;
             and

                  (iii) projected  consolidated financial statements of Borrower
             and its  Subsidiaries  (after giving effect to the VCA Acquisition)
             certified  by the chief  financial  officer or the chief  operating
             officer of Borrower  for the fiscal  years 2007  through  2009 (the
             "Projections"),  which  Projections  shall  reflect the  forecasted
             consolidated  financial  conditions  and  income  and  expenses  of
             Borrower and its  Subsidiaries  both before and after giving effect
             to the Transactions and the related financing thereof and the other
             transactions contemplated hereby.

         (i) Closing Certificate.  The Bank shall have received a certificate of
a Responsible Officer of the Borrower dated the Effective Date, certifying as to
the following:

                  (i) to the effect set forth in Sections 4.2(a) and 4.2(b);

                  (ii) to the effect that all conditions precedent to the making
             of any Credit Extension to be effected on the Effective Date have
                  been satisfied;

                  (iii) Consolidated  EBITDA as of December 31, 2006 (determined
             on a Pro Forma  Basis for the four fiscal  quarters  ending on such
             date) is not less than $12.4 million (including in such certificate
             a computation of such  Consolidated  EBITDA,  including  supporting
             detail of such computation);

                  (iv) the Consolidated  Leverage Ratio as of the Effective Date
             (calculated   on  a  Pro  Forma   Basis  to  give   effect  to  the
             Transactions)  is equal to or less than 2.26 to 1.0  (including  in
             such certificate a computation of such Consolidated Leverage Ratio,
             including supporting detail of such computation);

                  (v) all  Existing  Management  Agreements,  together  with all
             amendments  thereto  and  such  agreements  are in full  force  and
             effect; and

                  (vi) that  attached to such  certificate  are true and correct
             copies  of  the  VCA  Acquisition  Agreement,   together  with  all
             amendments  thereto and such  agreement is in full force and effect
             on the Effective Date.

         (j) Consents.  All governmental and third-party  consents and approvals
necessary  in  connection  with each  aspect of the  Transactions  and the other
transactions  contemplated  by the  Loan  Documents  shall  have  been  obtained
(without the imposition of any  conditions  that are not acceptable to the Bank)
and shall remain in effect; all applicable waiting periods shall have expired or
been  terminated  or  waived  without  any  adverse  action  being  taken by any
authority having  jurisdiction;  and no law or regulation shall be applicable in
the judgment of the Bank that restrains, prevents or imposes


                                      -45-
<PAGE>

         material adverse  conditions on the Borrower or any of its Subsidiaries
(after  giving  effect  to the  VCA  Acquisition)  or  upon  any  aspect  of the
Transactions or any other  transactions  contemplated by the Loan Documents.  If
requested by the Bank,  the Bank shall have received such consents and approvals
referred to in the immediately preceding sentence.

         (k) Compliance.  The intended use of the proceeds of the Loans shall be
in full  compliance with all applicable  laws,  including,  without  limitation,
Regulation U of the FRB.

         (l)  Litigation.  There shall be no litigation,  public or private,  or
administrative  proceedings,   governmental  investigation  or  other  legal  or
regulatory developments, actual or threatened, that, singly or in the aggregate,
could  reasonably  be expected to result in a Material  Adverse  Effect,  or the
ability of the parties to consummate the financings  contemplated  hereby or the
other Transactions.

         (m) No Material Adverse Change or Effect.

                  (i) There shall not have  occurred a material  adverse  change
             since May 31, 2007 in the business,  assets, liabilities (actual or
             contingent),  operations,  condition  (financial  or  otherwise) or
             prospects of the Borrower or any of its Subsidiaries (before giving
             effect to the VCA Acquisition) taken as a whole or in the facts and
             information  regarding  such  Persons  as  represented  to the date
             hereof.

                  (ii) There shall not have occurred a material  adverse  change
             since May 31, 2007 in the business,  assets, liabilities (actual or
             contingent),  operations,  condition  (financial  or  otherwise) or
             prospects of VCA or any of its  Subsidiaries  (before giving effect
             to the VCA  Acquisition)  taken  as a  whole  or in the  facts  and
             information  regarding  such  Persons  as  represented  to the date
             hereof.

                  (iii)  There has been no  change,  occurrence  or  development
             since May 31,  2007 that could  reasonably  be  expected  to have a
             Material Adverse Effect.

         (n) Consummation of Transactions.

                  (i) The Transactions and the consummation  thereof shall be in
             compliance in all material  respects with all  Requirements  of Law
             and all applicable regulatory approvals. After giving effect to the
             Transactions,  there shall be no conflict  with, or default  under,
             any   material   contractual   obligation   of  Borrower   and  its
             Subsidiaries  (including any such material Contractual  Obligations
             (A) acquired  pursuant to the VCA  Acquisition and (B) entered into
             pursuant to the  Transactions)  (except as the Bank shall otherwise
             agree).

                  (ii)  The  VCA  Acquisition  shall  have  been  (or  shall  be
             contemporaneously  with or immediately  following the making of the
             initial Loans  hereunder)  consummated in a manner  consistent with
             the VCA Acquisition  Agreement,  unless  otherwise  consented to by
             Bank (such consent not to be unreasonably withheld or delayed). Any
             documentation  executed and  delivered in  connection  with the VCA
             Acquisition Agreement not delivered to Bank on or prior to the date
             hereof shall be  reasonably  satisfactory  in form and substance to
             the Bank. All conditions  precedent to the  consummation of the VCA
             Acquisition,  as set forth in the VCA Acquisition Agreement,  shall
             have been  satisfied in all material  respects,  and not  otherwise
             waived in any  material  respect  except,  in each  case,  with the
             consent of the Bank (such consent not to be  unreasonably  withheld
             or delayed), to the satisfaction of the Bank.

                                      -46-
<PAGE>

         (o) Due Diligence.

                  (i) The Bank shall be  satisfied  with (A) the  corporate  and
             legal  structure  and   capitalization  of  the  Borrower  and  its
             Subsidiaries   (after  giving  effect  to  the  VCA   Acquisition),
             including,  without limitation, the Organizational Documents of the
             Loan Parties and each agreement or instrument relating thereto, and
             (B) all  Indebtedness of the Borrower and its  Subsidiaries  (after
             giving  effect  to the  VCA  Acquisition),  including  without  all
             intercompany   interestedness,   that  are  to  remain  outstanding
             following the Effective Date.

                  (ii)  The  Bank  shall   have   completed   a  due   diligence
             investigation  of the Borrower and its  Subsidiaries  (after giving
             effect  to the  VCA  Acquisitions)  in  scope,  and  with  results,
             satisfactory to the Bank. All of the information  made available to
             the  Bank  prior  to the  date of the  Commitment  Letter  shall be
             complete  and correct in all material  respects;  and no changes or
             developments  shall  have  occurred,   and  no  new  or  additional
             information  shall have been  received  or  discovered  by the Bank
             regarding the Borrower and its Subsidiaries (after giving effect to
             the VCA  Acquisitions)  or the  Transactions  after the date of the
             Commitment Letter that (A) either  individually or in the aggregate
             could  reasonably be expected to have a Material  Adverse Effect or
             (B) purports to adversely affect the credit facilities  established
             hereunder or any other respect of the Transaction.

         (p)  Solvency.  The Bank shall have  received a  certificate  in a form
reasonably  satisfactory  to the Bank from the chief  financial  officer  of the
Borrower  with respect to the  Solvency of the  Borrower  and its  Subsidiaries,
taken as a whole,  immediately  after giving effect to the  consummation  of the
Transactions.

         (q)  Refinancing.  The Borrower  shall have  effected (or will,  on the
Effective   Date,   effect)  the  repayment  in  full  of  all  obligations  and
indebtedness of VCA and its Subsidiaries in respect of the CapitalSource  Credit
Facility,  including,  without  limitation,  the  termination of all outstanding
commitments  in effect under the  CapitalSource  Credit  Facility,  on terms and
conditions and pursuant to  documentation  reasonably  satisfactory to the Bank.
All  Liens  and  Guarantees  in  respect  of such  obligations  shall  have been
terminated  and released (or will,  on the Effective  Date,  be  terminated  and
released)  and the Bank shall have  received (or will,  on the  Effective  Date,
receive)  evidence thereof  reasonably  satisfactory to the Bank and a "pay-off"
letter or  letters  reasonably  satisfactory  to the Bank with  respect  to such
obligations  and  indebtedness  and such  Uniform  Commercial  Code  termination
statements,  releases  and other  instruments,  in each case in proper  form for
recording or filing, as the Bank shall have reasonably  requested to release and
terminate of record the Liens securing such  obligations  and  indebtedness  (or
arrangements  for such release and  termination  reasonably  satisfactory to the
Bank  shall  have been  made).  All of the  foregoing  in this  clause  shall be
referred to as the "Refinancings".

         (r) Fees and Expenses. The Borrower shall have paid to the Bank (a) all
of the Bank's out of pocket costs and  expenses,  including  without  limitation
examination fees, search fees, filing fees and legal fees and expenses,  and (b)
all fees required to be paid to the Bank on or before the  Effective  Date shall
have been paid.

         (s) Examinations.

                                      -47-
<PAGE>

                  (i)  The  Bank  shall  have  conducted  a  field  exam  of the
             Borrower, the Borrower's Subsidiaries,  VCA and VCA's Subsidiaries,
             and the  findings of such field exam shall be  satisfactory  to the
             Bank.

                  (ii) The Bank shall have conducted an examination of the books
             and records of the Network Sites  (subject to  applicable  laws and
             regulations relating to patient confidentiality), at the Borrower's
             sole  expense,  by an  examiner  satisfactory  to the Bank and such
             examination  shall be in form  and  substance  satisfactory  to the
             Bank.

                  (iii) The Bank  shall  have  received,  in form and  substance
             reasonably  satisfactory to it, all asset appraisals,  field audit,
             third  party  MIS  reports,  reports  and  audits  prepared  by the
             Borrower or any advisor engaged by the Borrower with respect to the
             Borrower  and its  Subsidiaries  (after  giving  effect  to the VCA
             Acquisition) and such other reports,  audits or  certifications  as
             the Bank may reasonably request.

         (t) USA Patriot  Act.  The Bank shall have  received,  sufficiently  in
advance of the Effective Date, all documentation and other information  required
by bank  regulatory  authorities  under  applicable  "know  your  customer"  and
anti-money laundering rules and regulations,  including without limitation,  the
Patriot Act, including, without limitation, the information described in Section
10.21.

         (u)  Additional  Matters.  All other  documents  and legal  matters  in
connection  with  the  Transactions  and  the  other  contemplated  by the  Loan
Documents shall be reasonably satisfactory in form and substance to the Bank and
its counsel.

         4.2 Conditions to All Extensions of Credit.  The obligation of the Bank
to make any Credit  Extension  (including  the initial Loans) (other than notice
requesting  only a conversion of Loans to the other Type, or a  continuation  of
LIBOR Loans) to be made by it hereunder  is subject to the  satisfaction  of the
following conditions precedent:

         (a)  Representations  and Warranties.  Each of the  representations and
warranties made by the Borrower  herein,  made by each Loan Party in each of the
other  Loan  Documents  to which it is a party and made by any Loan Party in any
document or financial or other written statement furnished at any time hereunder
or in connection herewith, shall be correct on and as of the date of such Credit
Extension  as if made on and as of such  date  (except  to the  extent  any such
representation or warranty expressly speaks as of a specific date, in which case
such  representation  or  warranty  shall be true and correct as of such date of
such earlier date).

         (b) No  Default  or Event of  Default.  No  Default or Event of Default
shall have occurred and be continuing on the date such Credit Extension is to be
made or after giving effect to such Credit Extension to be made on such date.

         (c) Compliance  with Borrowing  Base. As to Revolving  Credit Loans and
Letters of Credit  only,  after taking into  account the  Revolving  Credit Loan
and/or Letter of Credit to be made, all the Revolving  Credit  Exposure  (giving
immediate  effect to the requested  Revolving Credit Loan and/or LC Extension as
the case may be), shall not exceed the Borrowing Base.

         Each request for a Credit Extension by the Borrower shall constitute a
representation and warranty by the Borrower as of the date of each such Credit
Extension that the conditions in clauses (a), (b), and, in the case of a Credit
Extension for Revolving Credit Loans, (c) of this Section have been satisfied.

                                      -48-
<PAGE>

                       ARTICLE 5. AFFIRMATIVE COVENANTS.

         The Borrower hereby agrees that, so long as any Commitment remains in
effect, any Loan, any Note or any Letter of Credit remains outstanding and
unpaid, or any other Obligation shall remain unpaid or unsatisfied, the Borrower
will and will cause each of its Subsidiaries as applicable to:

         5.1 Corporate Existence and Qualification.

         (a)  Preserve  and  maintain  and keep in full  force  and  effect  its
existence as a corporation,  partnership or limited  liability  company,  as the
case  may be,  and  good  standing  in the  jurisdiction  of its  incorporation,
organization or formation, as the case may be.

         (b) Take the necessary steps to preserve its right to conduct  business
in all states in which the nature of its business  requires  qualification to do
business,  except  where the  failure  so to  qualify  could not  reasonably  by
expected to have a Material Adverse Effect.

         5.2    Financial     Information    and    Compliance     Certificates.

         (a) Furnish to the Bank:

                  (i)  within 90 days after the end of each  fiscal  year of the
             Borrower,  beginning with the fiscal year ending December 31, 2007,
             the consolidated and  consolidating  balance sheets of the Borrower
             and its  Subsidiaries  as at such last day of the  fiscal  year and
             consolidated  and  consolidating  statements of income and retained
             earnings  and cash  flows for such  fiscal  year all in  reasonable
             detail and setting  forth in  comparative  form the figures for the
             previous   fiscal  year,  and  prepared  in  accordance  with  GAAP
             consistently applied and certified without  qualification by a firm
             of independent certified public accountants reasonably satisfactory
             to the Bank;

                  (ii)  within 45 days after the end of each  fiscal  quarter of
             the Borrower,  beginning with the fiscal  quarter ending  September
             30, 2007, the consolidated and consolidating  balance sheets of the
             Borrower  and its  Subsidiaries  as at such last day of such fiscal
             quarter and the consolidated and consolidating statements of income
             and retained  earnings and cash flows for such fiscal quarter,  all
             in  reasonable  detail and setting  forth in  comparative  form the
             figures for the  comparable  quarter for the previous  fiscal year,
             certified  by a  Responsible  Officer of the  Borrower,  internally
             prepared by the Borrower and satisfactory to the Bank, all prepared
             in accordance with GAAP; and

                  (iii)  within 30 days  after the  close of each  fiscal  month
             consolidated  balance  sheets,  statements  of income and  retained
             earnings and cash flows of the Borrower and its  Subsidiaries as of
             the last day of and for such month and for the period of the fiscal
             year  ended  as of the  close  of the  particular  month,  all such
             monthly  statements to be in reasonable  detail, and certified by a
             Responsible  Officer of the  Borrower  as having  been  prepared in
             accordance  with  GAAP  (exclusive  of  footnotes  and  subject  to
             year-end adjustments).

         (b) Within 45 days after the close of each  fiscal  quarter,  deliver a
certificate of a Responsible Officer of the Borrower evidencing a computation of
compliance with the provisions of and financial covenants contained in Article 6
(each including  supporting  detail of each applicable  calculation) and stating
that in each case except as disclosed  in such  certificate,  the person  making
such certificate has no knowledge of any Default or Event of Default.

                                      -49-
<PAGE>

         (c)  Within 30 days  after the last day of each  month,  deliver to the
Bank an accounts  receivable  agings  report  accompanied  by a  Borrowing  Base
Certificate  indicating a computation  of the  Borrowing  Base and executed by a
Responsible Officer of the Borrower,  covering the period ending the last day of
the immediately preceding month.

         (d) Within 90 days following the Effective Date, deliver to the Bank an
appraisal   performed  by  an   independent   third  party  and  any  supporting
documentation   for  the  calculation  of  goodwill   associated  with  the  VCA
Acquisition.

         (e)  Promptly  after  the  same  are  sent,  copies  of  all  financial
statements  and  reports  which  the  Borrower  sends to its  stockholders,  and
promptly  after the same are  filed,  copies  of all  financial  statements  and
reports  which  the  Borrower  may  make  to,  or file  with,  any  Governmental
Authority, agency, commission, board or bureau.

         (f) Keep its  books of  account  in  accordance  with  good  accounting
practices.

         (g) The  Borrower  will at all times and from time to time  permit  the
Bank  by or  through  any of  its  officers,  agents,  employees,  attorneys  or
accountants to inspect and make extracts from such Borrower's  books and records
at each Network Site (subject to  applicable  laws and  regulations  relating to
patient confidentiality).

         (h) Promptly  upon the Bank's  request,  furnish to the Bank such other
data,  books,  records,  statements,  list of property  and  accounts,  budgets,
information,  forecasts or reports as to the Borrower and as to each  Subsidiary
or any of its properties as the Bank may request from time to time.

         5.3  Insurance.  Maintain  insurance  with  responsible  and  reputable
insurance  companies or  associations in such amounts and covering such risks as
are  usually  carried by  companies  engaged in  similar  businesses  and owning
similar properties in the same general areas in which the Borrower or any of its
Subsidiaries operates and naming the Bank as an additional insured or loss payee
(as appropriate) thereon as its interest may appear.

         5.4  Preservation  of  Properties;  Compliance  with Law.  Maintain and
preserve all of its properties which are used or which are useful in the conduct
of its  business in good working  order and  condition,  ordinary  wear and tear
excepted and comply in all material respects with all Requirements of Law .

         5.5 Taxes. Duly pay and discharge all taxes or other claims which might
become a lien upon any of its property except to the extent that any thereof are
being in good faith  appropriately  contested  with adequate  reserves  provided
therefor.

5.6 Maintain Operating Accounts. Maintain all of its primary operating accounts
with the Bank, unless the Borrower shall have provided evidence reasonably
satisfactory to the Bank that for geographical purposes or in order to comply
with applicable Requirements of Law such accounts are required to be maintained
elsewhere. It is understood and agreed that, with respect to the operating
accounts of VCA and its Subsidiaries, to the extent that any of such accounts
are not maintained with the Bank on or prior to the Effective Date, the Borrower
shall promptly after the Effective Date close such accounts and establish and
maintain primary operating accounts for VCA and (if necessary) its Subsidiaries
with the Bank.

         5.7 Notices. Promptly notify the Bank in writing:

                                      -50-
<PAGE>

         (a) of any matter that has resulted or could  reasonably be expected to
result in a Material Adverse Effect;

         (b) within five days of any officer of the Borrower obtaining knowledge
of any
Default, if such Default is then continuing, Borrower shall furnish to the Bank
a certificate of the chief financial or accounting officer of the Borrower
setting forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto

         (c) of any  breach or  non-performance  of,  or any  default  under,  a
material Contractual Obligation of any Specified Person;

         (d) of any dispute, litigation, investigation, proceeding or suspension
between any Specified Person and any Governmental Authority;

         (e)  of the  commencement  of,  or any  material  development  in,  any
litigation or proceeding affecting any Loan Party or any other Specified Person,
including
pursuant to any applicable Environmental Laws;

         (f) of the occurrence of any ERISA Event; and

         (g) in the event any Specified Person receives any notice that any such
Specified Person, or any Affiliate of any such Specified Person or any of them),
or any  officer or  director or holder of any  Capital  Stock  therein,  becomes
listed on the  Blocked  Person  Annex or any other  list  promulgated  under the
Patriot  Act or is  indicted,  arraigned,  or  custodially  detained  on charges
involving money laundering or predicate crimes to money laundering.

         5.8 Indemnity (Environmental  Matters).  Indemnify the Bank against any
liability,  loss,  cost,  damage,  or expense  (including,  without  limitation,
reasonable  attorneys'  fees) arising from (i) the  imposition or recording of a
lien by any  local,  state,  or federal  government  or  governmental  agency or
authority  pursuant to any  Cleanup  Laws;  (ii)  claims of any private  parties
regarding  violations of Cleanup Laws; and (iii) costs and expenses  (including,
without  limitation,  reasonable  attorneys'  fees  and fees  incidental  to the
securing of  repayment  of such costs and  expenses)  incurred by any  Specified
Person or the Bank in connection with compliance by any Specified  Person or the
Bank with any  Environmental  Laws or any  statute,  regulation  or order issued
pursuant  to any  Cleanup  Laws by any  local,  state or federal  government  or
governmental agency or authority.

         5.9 Visitation and Examination of Books and Records. Permit the Bank or
its representatives  and independent  contractors to visit and inspect to any of
the Borrower's or its  Subsidiaries' or Network Site its properties,  to examine
its  corporate,  financial and  operating  records,  and make copies  thereof or
abstracts therefrom, and to discuss its affairs,  finances and accounts with its
directors,  officers,  and independent public accountants (subject to applicable
laws and regulations relating to patient confidentiality), all at the expense of
the Borrower and at such  reasonable  times during normal  business hours and as
often as may be  reasonably  desired,  upon  reasonable  advance  notice  to the
Borrower;  provided,  however, that when an Event of Default exists the Bank (or
any of its respective  representatives or independent contractors) may do any of
the foregoing at the expense of the Borrower at any time during normal  business
hours and without advance notice

         5.10 Material  Subsidiaries.  Cause each direct and indirect Subsidiary
of the
Borrower to become a Guarantor (unless the Bank has provided written notice to
the Borrower that such Subsidiary is not, in the Bank's sole discretion, a
"material" Subsidiary of the Borrower) and take any action as shall be necessary
to Guarantee the Obligations pursuant to a Guaranty Agreement in form and


                                      -51-
<PAGE>

substance reasonably and grant to the Bank a first priority perfected security
interest in all the issued and outstanding Capital Stock and all the personal
property and fixtures of each such Subsidiary, subject to Permitted Liens, and
to execute and deliver such pledge agreement, security agreement, documents,
instrument and other agreements as the Bank shall reasonably request.

         5.11 Management Agreements.  Cause each Practice Group that enters into
a Management  Agreement  with the Borrower or a Guarantor to execute and deliver
to the Bank a  security  agreement,  substantially  in the form of Exhibit D and
reasonably satisfactory to the Bank, and the Bank shall have received an opinion
of counsel to the Borrower and such Practice Group with respect to such Practice
Group's  security  agreement  ,and  such  resolutions,  certificates  and  other
instruments,  in each  case as the Bank  shall  reasonably  request,  all of the
foregoing in form and substance reasonably satisfactory to the Bank.

         5.12 Use of  Proceeds.  Use the  proceeds of the Credit  Extensions  in
accordance  with  Section  2.12 and not in  contravention  of any  law,  rule or
statute or of any Loan Document.

         5.13  Contractual  Obligations.  Perform  and observe all the terms and
provisions of each material  Contractual  Obligation to be performed or observed
by it,  maintain  each such  material  Contractual  Obligation in full force and
effect, enforce each such material Contractual Obligation in accordance with its
terms.

         5.14 Further Assurances. Promptly upon request by the Bank, (a) correct
any material  defect or error that may be  discovered in any Loan Document or in
the  execution,  acknowledgment,  filing  or  recordation  thereof,  and (b) do,
execute,  acknowledge,  deliver, record, re-record,  file, re-file, register and
re-register any and all such further acts, deeds,  certificates,  assurances and
other instruments as the Bank may reasonably  require from time to time in order
to (i) carry out more  effectively the purposes of the Loan  Documents,  (ii) to
the fullest extent  permitted by applicable law, subject any Loan Party's or any
of its Subsidiaries' properties, assets, rights or interests to the Liens now or
hereafter intended to be covered by any of the Loan Documents, (iii) perfect and
maintain the validity,  effectiveness  and priority of any of the Loan Documents
and any of the Liens intended to be created thereunder and (iv) assure,  convey,
grant, assign, transfer, preserve, protect and confirm more effectively unto the
Bank the rights  granted or now or hereafter  intended to be granted to the Bank
under any Loan  Document or under any other  instrument  executed in  connection
with any Loan Document to which any Loan Party or any of its  Subsidiaries is or
is to be a party, and cause each of its Subsidiaries to do so.

         5.15  Interest  Rate  Protection.  No later than the 30th day after the
Effective  Date,  Borrower  shall enter  into,  and for a minimum of three years
thereafter  maintain,  interest  rate Swap  Contract  with terms and  conditions
reasonable  acceptable  to the Bank that result in at least 50% of the aggregate
principal amount of all funded Indebtedness of the Borrower and its Subsidiaries
(other than  Revolving  Credit  Loans) being  effectively  subject to a fixed or
maximum interest rate reasonable acceptable to the Bank.

         5.16 Post-Closing  Requirement.  Notwithstanding  anything set forth in
Section 4.1 to the  contrary,  the Borrower  shall  complete the tasks set forth
below, in each case within the time limits specified below:

         (a) Within 90 days following the Effective  Date,  with respect to each
Existing IntegraMed PA Security Agreement,  (i) deliver to the Bank an amendment
and restatement of such Existing IntegraMed PA Security Agreement,  in such form
and substance  reasonably  satisfactory to the Bank, duly executed and delivered
by  the  Limited   Grantor  party  thereto  and  (ii)  deliver  such   opinions,
certificates,  financing  statements and other  instruments with respect to such
amendment and  restatement  and such Limited  Grantor that otherwise  would have



                                      -52-
<PAGE>

been required to be delivered pursuant to Sections 4.1(e),  4.1(f) and 4.1(g) to
be delivered on the Effective  Date,  and all in form and  substance  reasonably
satisfactory to the Bank.

         (b) Within 90 days following the Effective  Date,  with respect to each
of Seattle Reproductive Medicine,  Inc. and Reproductive Endocrine Associates of
Charlotte,  P.C., (i) deliver to the Bank a security agreement  substantially in
the form of Exhibit D and reasonably satisfactory to the Bank, and duly executed
and  delivered  by such Person and (ii)  deliver  such  opinions,  certificates,
financing  statements  and  other  instruments  with  respect  to such  security
agreement  and such  Person  that  otherwise  would  have  been  required  to be
delivered pursuant to Sections 4.1(e),  4.1(f) and 4.1(g) to be delivered on the
Effective  Date, and all in form and substance  reasonably  satisfactory  to the
Bank.

         (c) Within 60 days following the Effective  Date,  with respect to each
VCA  Initial  Practice  Group,  (i)  deliver  to the Bank a  security  agreement
substantially in the form of Exhibit D and reasonably  satisfactory to the Bank,
and duly  executed  and  delivered by such VCA Initial  Practice  Group and (ii)
deliver such opinions, certificates,  financing statements and other instruments
with respect to such security agreement and such VCA Initial Practice Group that
otherwise would have been required to be delivered  pursuant to Sections 4.1(e),
4.1(f) and 4.1(g) to be delivered  on the  Effective  Date,  and all in form and
substance reasonably satisfactory to the Bank.

         (d) By no  later  than  October  15,  2007,  deliver  to the  Bank  the
financial statements of VCA and its Subsidiaries for fiscal years 2004 and 2005.

         (e) Within 90 days  following the Effective  Date,  deliver to the Bank
the  appraisals  and  supporting  documentation  for  the  goodwill  calculation
associated with the VCA Acquisition, all of which shall be in form and substance
reasonably satisfactory to the Bank.

         (f)  With  45 days  following  the  Effective  Date,  deliver  evidence
reasonably  satisfactory  to the Bank  that the Lien  granted  to  CapitalSource
Funding  LLC as agent  under the  CapitalSource  Credit  Facility  pursuant to a
Collateral  Assignment of Life Insurance Policy, dated as of October 4, 2006 (as
amended) in the key-man life insurance  policy obtained by VCA covering the life
of Kush A. Agarwal, has been terminated and released.

                        ARTICLE 6. FINANCIAL COVENANTS.

         The Borrower hereby agrees that, so long as any Commitment remains in
effect, any Loan, any Note or any Letter of Credit remains outstanding and
unpaid, or any other Obligation shall remain unpaid or unsatisfied, the Borrower
will:

         (a)  Minimum  Liquidity:  At all times,  maintain  Unencumbered  Liquid
Assets in an aggregate amount of not less than $10.0 million.

         (b)  Maximum   Consolidated  Senior  Leverage  Ratio:  Not  permit  the
Consolidated Senior Leverage Ratio as of the last day of a fiscal quarter of the
Borrower  set forth in the table  below to exceed  the ratio set forth  opposite
such fiscal quarter in the table below:
<TABLE>

    ----------------------------------------------------------------------------- -----------------
<CAPTION>
    Fiscal Quarter Ending:                                                        Ratio
    ----------------------------------------------------------------------------- -----------------
    <S>                                                                               <C>     <C>
    September 30, 2007                                                            2.75 to 1.00
    ----------------------------------------------------------------------------- -----------------
    December 31, 2007                                                             2.50 to 1.00
    ----------------------------------------------------------------------------- -----------------
    March 31, 2008                                                                2.50 to 1.00
    ----------------------------------------------------------------------------- -----------------
    June 30, 2008                                                                 2.50 to 1.00
    ----------------------------------------------------------------------------- -----------------
    September 30, 2008                                                            2.50 to 1.00
    ----------------------------------------------------------------------------- -----------------
    December 31, 2008                                                             2.25 to 1.00
    ----------------------------------------------------------------------------- -----------------
    March 31, 2009                                                                2.25 to 1.00
    ----------------------------------------------------------------------------- -----------------
    June 30, 2009                                                                 2.25 to 1.00
    ----------------------------------------------------------------------------- -----------------
    September 30, 2009                                                            2.25 to 1.00
    ----------------------------------------------------------------------------- -----------------
    December 31, 2009 and each fiscal quarter of the Borrower thereafter          2.00 to 1.00
    ----------------------------------------------------------------------------- -----------------
</TABLE>

                                      -53-
<PAGE>


         (c) Fixed Charge Coverage  Ratio:  Not permit the Fixed Charge Coverage
Ratio as of the last day of a fiscal  quarter  of the  Borrower  to be less than
1.20 to 1.00.

         (d) Minimum Consolidated EBITDA: Maintain a minimum Consolidated EBITDA
as of the last day of a fiscal  quarter of the  Borrower  set forth in the table
below of at least the amount set forth opposite such fiscal quarter in the table
below:
<TABLE>

    ----------------------------------------------------------------------------- ------------------
<CAPTION>
    Fiscal Quarter Ending:                                                        Amount
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
<S>                                                                               <C>
    December 31, 2007                                                             $9,361,600.00
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
    March 31, 2008                                                                $10,097,200.00
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
    June 30, 2008                                                                 $10,832,800.00
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
    September 30, 2008                                                            $11,568,400.00
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
    December 31, 2008                                                             $12,304,000.00
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
    March 31, 2009                                                                $13,193,000.00
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
    June 30, 2009                                                                 $14,082,000.00
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
    September 30, 2009                                                            $14,971,000.00
    ----------------------------------------------------------------------------- ------------------
    ----------------------------------------------------------------------------- ------------------
    December 31, 2009 and each fiscal quarter of the Borrower thereafter          $15,860,000.00
    ----------------------------------------------------------------------------- ------------------
</TABLE>


         (e)  Calculation.  Solely for purposes of  determining  or  calculating
Unencumbered   Liquid  Assets,  the  Consolidated  Senior  Leverage  Ratio,  the
Consolidated  Leverage Ratio,  the Fixed Charge Coverage Ratio and  Consolidated
EBITDA,  a Limited  Grantor  that is not a Subsidiary  of the Borrower  shall be
included in such  calculation or  determination  if and only the extent that the
Borrower  and/or VCA  consolidates  the results of such  Limited  Grantor in its
financial statements in accordance with GAAP.

                         ARTICLE 7. NEGATIVE COVENANTS.

         The Borrower hereby agrees that, so long as any Commitment remains in
effect, any Loan, any Note or any Letter of Credit remains outstanding and
unpaid, or any other Obligation shall remain unpaid or unsatisfied, the Borrower
not, nor will it permit any of its Subsidiaries to:

         7.1 Indebtedness. Incur, create, assume or suffer to exist or otherwise
become liable in respect of any Indebtedness, except that the following shall be
permitted:

         (a)  Indebtedness   under  the  Loan  Documents  and  under  any  other
Indebtedness owing to the Bank in its discretion;

                                      -54-
<PAGE>

         (b) Indebtedness  outstanding on the date hereof and listed on Schedule
7.1, which Indebtedness shall not be renewed, extended, refinanced or optionally
prepaid;

         (c)  Indebtedness  in  respect of  Capitalized  Lease  Obligations  and
Purchase Money Obligations for fixed or capital assets in the ordinary course of
business within the  limitations  set forth in Section  7.4(i),  and extensions,
renewals  and  replacements  of any such  Indebtedness  that do not increase the
outstanding  principal  amount thereof;  provided,  however,  that the aggregate
amount of all such Indebtedness  permitted pursuant to this Section 7.1(c) shall
not exceed $2.0 million at any one time outstanding;

         (d) Indebtedness  constituting Guarantees permitted pursuant to Section
7.5;

         (e) (A) Indebtedness under interest rate Swap Contracts entered into in
compliance with Section 5.15; and (B) Indebtedness under any other interest rate
Swap  Contracts,  provided that (1) such  interest rate Swap Contract  relate to
payment  obligations on any Loans made hereunder and the  counterparty is with a
party  reasonably  acceptable  to the Bank  and the  terms  shall be  reasonably
acceptable to the Bank, and (2) the notional  principal  amount of such interest
rate Swap Contracts at the time incurred does not exceed the principal amount of
the Indebtedness to which such interest rate Swap Contract relate; and

         (f) the Borrower may make the "Earn-Out Payment" (as defined in the VCA
Acquisition  Agreement as in effect on the date hereof), if any, pursuant to and
in accordance with the VCA Acquisition Agreement.

         7.2 Mergers, Acquisitions and Sales of Assets. Enter into any merger or
consolidation  or liquidate,  windup or dissolve itself or Dispose of all or any
substantial  part of its assets or properties or make any  Acquisition  or enter
into any Management Agreement, except that the following shall be permitted:

         (a) the Borrower may make any Permitted Acquisition;

         (b) (A) any Subsidiary of the Borrower may merge or consolidate with or
into any other  Subsidiary of the Borrower,  provided,  that, if any  Subsidiary
party to such  transaction  is a  wholly-owned  Subsidiary of the Borrower,  the
surviving or continuing Person of such transaction is a wholly-owned  Subsidiary
of the  Borrower;  provided,  further,  that,  if any  Subsidiary  party to such
transaction  is  a  Guarantor,  the  surviving  or  continuing  Person  of  such
transaction is a Guarantor;  and (B) any wholly-owned Subsidiary of the Borrower
may merge or consolidate  with or into the Borrower,  provided that the Borrower
is the surviving or continuing Person of such transaction;

         (c)  the  Existing  Management  Agreements  and  any  other  Management
Agreement entered into in connection with a Permitted Acquisition; and

         (d)  Acquisition Sub may merge with and into VCA in connection with the
VCA  Acquisition  so long as VCA is the  surviving  or  continuing  Person and a
Guarantor.

         7.3  Investments.  Make  or  hold  any  Investments,  except  that  the
following shall be permitted: -----------

         (a) Investments  held by the Borrower and its  Subsidiaries in the form
of Cash Equivalents;

                                      -55-
<PAGE>

         (b)  Investments  outstanding  on the Effective  Date and identified on
Schedule 7.3;

         (c) (A)  Investments  by the  Borrower  and its  Subsidiaries  in their
respective  Subsidiaries  outstanding  on the  date  hereof  and  identified  on
Schedule 7.3, (B) additional  Investments by the Borrower and any  -------------
Guarantor  in  any  other  Guarantor  and  (C)  additional  Investments  by  any
Subsidiary  of the Borrower  that is not a Guarantor in any other  Subsidiary of
the Borrower that is not a Guarantor;  provided, however, -------- ------- that,
in the case of clauses  (A), (B) and (C)  immediately  above,  any  intercompany
loans shall (x) be evidenced by intercompany promissory notes, (y) be pledged by
the Borrower or Subsidiary that is the payee  thereunder to the Bank pursuant to
the applicable  Security Agreement and (z) be on terms (including  subordination
terms) acceptable to the Bank;

         (d) acquire and hold accounts  receivables owing to any of them arising
out of sales of inventory or the rendering of services if created or acquired in
the ordinary course of business and payable or  dischargeable in accordance with
customary terms;

         (e) loans or advances to any Limited Grantor;  provided,  however, that
the aggregate principal amount of all such loans and advances permitted pursuant
to  this  Section  7.3(c)  shall  not  exceed  $1.0  million  at  any  one  time
outstanding;

         (f) advances made by the Borrower to a Limited  Grantor in any calendar
month  pursuant to the Management  Agreement to which such Limited  Grantor is a
party,  provided,  that (A) the  proceeds  of such  advances  are applied to pay
operating  expenses  incurred by such Limited  Grantor in the ordinary course of
business during the immediately preceding month and (B) such advances are repaid
to the Borrower in accordance with the terms of such Management Agreement;

         (g) purchases of accounts receivable pursuant to Management  Agreements
to which the Borrower or any Guarantor is party;  provided that such  Management
Agreement  exists as of the Effective Date or is entered into in connection with
a Permitted Acquisition permitted pursuant to Section 7.2;

         (h) loans or  advances  to  officers,  directors  and  employees  in an
aggregate  amount at any one time outstanding not to exceed $100,000 for travel,
entertainment, relocation and analogous ordinary business purposes;

         (i) Permitted Acquisitions permitted pursuant to Section 7.2;

         (j) Guarantees permitted pursuant to Section 7.5;

         (k) Investments by the Borrower in Swap Contracts  permitted by Section
7.1(e); and

         (l) Payroll advances to employees; provided, that (A) such advances are
to be repaid through payroll  deduction and (B) the aggregate amount of all such
advances  permitted pursuant to this Section 7.3(k) shall not exceed $100,000 at
any one time outstanding.

         7.4  Liens.  Incur,  create,  assume or suffer to exist any Lien on any
properties or assets now or hereafter owned by it, except the following shall be
permitted (collectively, the "Permitted Liens"):

         (a) Liens in favor of the Bank;

                                      -56-
<PAGE>

         (b) Liens  existing on the date  hereof and listed on Schedule  7.4 and
any renewals or  extensions  thereof,  provided  that (A) the  property  covered
thereby is not  changed,  (B) the amount  secured  or  benefited  thereby is not
increased  except as  contemplated  by  Section  7.1(b),  (C) the  direct or any
contingent  obligor with respect thereto is not changed,  and (D) any renewal or
extension  of the  obligations  secured or  benefited  thereby is  permitted  by
Section 7.1(b);

         (c) Liens for  taxes not yet due or which are being  contested  in good
faith and by appropriate  proceedings diligently conducted, if adequate reserves
with respect  thereto are  maintained on the books of the  applicable  Person in
accordance with GAAP;

         (d) carriers', warehousemen's,  mechanics', materialmen's,  repairmen's
or other like Liens  arising in the  ordinary  course of business  which are not
overdue for a period of more than 30 days or which are being  contested  in good
faith and by appropriate  proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;

         (e)  pledges  or  deposits  in  the  ordinary  course  of  business  in
connection with workers'  compensation,  unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;

         (f) deposits to secure the  performance  of bids,  trade  contracts and
leases  (other  than  Indebtedness),  statutory  obligations,  surety and appeal
bonds,  performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

         (g)   easements,   rights-of-way,   restrictions   and  other   similar
encumbrances   affecting  real  property  which,  in  the  aggregate,   are  not
substantial in amount,  and which do not in any case materially detract from the
value of the property subject thereto or materially  interfere with the ordinary
conduct of the business of the applicable Person;

         (h) Liens securing  judgments for the payment of money not constituting
an Event of Default under Section 8.1(h);

         (i)  Liens  securing  Indebtedness   permitted  under  Section  7.1(c);
provided that (A) such Liens do not at any time encumber any property other than
the property  financed by such  Indebtedness  and (B) the  Indebtedness  secured
thereby does not exceed the cost or fair market  value,  whichever is lower,  of
the property being acquired on the date of acquisition; and

         (j) Leases of the  properties  of any  Specified  Person,  in each case
entered into in the ordinary course of such Specified  Person's business so long
as such Leases do not,  individually  or in the aggregate,  (A) interfere in any
material  respect  with the ordinary  conduct of the  business of any  Specified
Person,  or (B)  materially  impair the use (for its  intended  purposes) or the
value of the property subject thereto.

         7.5 Contingent Liabilities. Assume, endorse, be or become liable for or
Guarantee the  obligations  of any Person,  except that the  following  shall be
permitted:

         (a) the endorsement of negotiable instruments for deposit or collection
in the ordinary course of business; and

         (b) the Guaranty Agreements.

                                      -57-
<PAGE>

         7.6 Restricted Payments.  Declare or make, directly or indirectly,  any
Restricted Payment, or incur any obligation  (contingent or otherwise) to do so,
except that:

         (a) the  Borrower  and each  Subsidiary  may declare and make  dividend
payments  or other  distributions  payable  solely in the  common  stock of such
Person; and

         (b) the  Borrower  may  repurchase  its common  stock so long as (A) no
Default or Event of Default shall have occurred and be continuing at the time of
any such repurchase or would result therefrom,  (B) the total consideration paid
by the Borrower for all such  purchases  in the  aggregate  does not exceed $1.0
million,  (C) the Borrower  shall be in  compliance,  on a Pro Forma Basis after
giving effect to such repurchase, with the covenants set forth in Sections 6(b),
6(c) and 6(d) as of the most recently ended Test Period,  as if such  repurchase
had occurred on the first day of such  relevant Test Period and (D) Borrower has
delivered to the Bank an certificate of a Responsible Officer of the Borrower to
the effect set forth in clauses (A) and (D) above the Borrower is at the time of
such repurchase.

         7.7 Sales of  Receivables;  Sale -  Leasebacks.  (i) Sell,  discount or
otherwise  dispose of notes,  accounts  receivable or other obligations owing to
the Borrower or any of its Subsidiaries,  with or without  recourse,  except for
the purpose of  collection  in the ordinary  course of business;  or (B) sell or
transfer  any  asset  or  property  of  any  Specified  Person  pursuant  to  an
arrangement  to, and  thereafter  rent or lease such asset or property from, the
purchaser thereof.

         7.8  Dispositions.  Make any Disposition or enter into any agreement to
make any Disposition, except:

         (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

         (b) Dispositions of inventory in the ordinary course of business;

         (c)  Dispositions  of equipment or real property to the extent that (A)
such  property is exchanged  for credit  against the  purchase  price of similar
replacement  property or (B) the  proceeds of such  Disposition  are  reasonably
promptly applied to the purchase price of such replacement property;

         (d)  Dispositions of property by any Subsidiary to the Borrower or to a
wholly-owned Subsidiary of the Borrower; provided that if the transferor of such
property is a Guarantor, the transferee thereof must either be the Borrower or a
Guarantor;

         (e) Dispositions  permitted by Section 7.2; (f) Dispositions  permitted
by Section 7.7;

         (g) Dispositions permitted by Section 7.11;

         (h) the  Borrower or any of its  Subsidiaries  may grant to any Limited
Grantor a revocable,  non-exclusive  and  non-assignable  license to use service
names,  trademark names and/or logos of the Borrower or any of its  Subsidiaries
in accordance with the applicable Management Agreements; and

                                      -58-
<PAGE>

(i)      the Borrower or any of its Subsidiaries may sell to a Limited Grantor
         any of the fixed assets utilized directly by a Limited Grantor in the
         operation of such Limited Grantor's medical practice or business;
         provided, such sale is required pursuant to, and the purchase price of
         such assets is determined in accordance with, the applicable Management
         Agreement .

         7.9  Burdensome   Agreements.   Enter  into  or  permit  to  exist  any
Contractual  Obligation  (other than this  Agreement or any other Loan Document)
that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to
the Borrower or any Guarantor or to otherwise  transfer property to or invest in
the  Borrower or any  Guarantor,  except for any  agreement in effect (A) on the
date  hereof  and set forth on  Schedule  7.9 or (B) at the time any  Subsidiary
becomes a Subsidiary of the Borrower,  so long as such agreement was not entered
into  solely in  contemplation  of such  Person  becoming  a  Subsidiary  of the
Borrower,  (ii) of any Subsidiary to Guarantee the  Indebtedness of the Borrower
or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to
exist Liens on  property of such  Person;  provided,  however,  that this clause
(iii) shall not prohibit any  negative  pledge  incurred or provided in favor of
any holder of  Indebtedness  permitted under Section 7.1(c) solely to the extent
any such negative  pledge relates to the property  financed by or the subject of
such  Indebtedness;  or (b) requires the grant of a Lien to secure an obligation
of such Person if a Lien is granted to secure another obligation of such Person.

         7.10 Nature of  Business.  Materially  alter the nature of its business
from those business conducted on the date of this Agreement (after giving effect
to the VCA Acquisition).

         7.11 Stock of Subsidiaries. Sell or otherwise dispose of any Subsidiary
(except in connection  with a merger or  consolidation  of a Subsidiary into the
Borrower  or another  Subsidiary  to the extent  permitted  pursuant  to Section
7.2(b)) or permit any Subsidiary to issue any  additional  shares of its Capital
Stock.

         7.12  ERISA.  (a)  Terminate  any Plan so as to result in any  material
liability to the Pension Benefit Guaranty  Corporation  established  pursuant to
Subtitle A of Title IV of ERISA (the "PBGC"), (b) engage in or permit any person
under its  control  to engage in any  "prohibited  transaction"  (as  defined in
Section 406 of ERISA or Section  4975 of the Internal  Revenue Code of 1954,  as
amended)  involving any Plan which would subject a Borrower to any material tax,
penalty  or  other  liability,  (c)  incur  or  suffer  to  exist  any  material
"accumulated  funding deficiency" (as defined in Section 302 of ERISA),  whether
or not waived,  involving any Plan, or (d) allow or suffer to exist any event or
condition,  which presents a material risk of incurring a material  liability to
the PBGC by reason of termination of any Plan.

         7.13 Accounting Changes; Fiscal Year. Make, or permit any Subsidiary to
make any change in (i) its accounting  policies or financial reporting practices
except as required or  permitted by GAAP in effect from time to time or (ii) its
fiscal year.

         7.14 Transactions with Affiliates. Except for the Management Agreements
and  as  otherwise  specifically  set  forth  in  this  Agreement,  directly  or
indirectly  purchase,  acquire or lease any property from, or sell,  transfer or
lease any property to, or enter into any other  transaction,  with any Affiliate
of the Borrower  except in the ordinary  course of business and at prices and on
terms not less  favorable to it than those which would have been  obtained in an
arm's-length transaction with a non-affiliated third party.

         7.15 Use of Proceeds. Use the proceeds of any Loan, whether directly or
indirectly, and whether immediately,  incidentally or ultimately, to purchase or
carry margin stock  (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of  purchasing  or carrying  margin stock or to
refund indebtedness originally incurred for such purpose.

                                      -59-
<PAGE>

         7.16 Limitation of Amendments to VCA Acquisition Agreement. Neither the
Borrower  nor any of its  Subsidiaries  shall  amend or  modify,  or permit  the
amendment or modification of, the VCA Acquisition Agreement, in each case except
for amendments or modifications which are not in any way adverse in any material
respect to the interests of the Bank.

         7.17  Limitation on Amendments  to Management  Agreements.  Neither the
Borrower nor any Subsidiary  shall amend,  modify or waive any term or provision
of  any  Management  Agreement  or  any  document  or  instrument  delivered  in
connection  therewith  in any  respect  or  consent  to any  release  of a party
therefrom,  or agree to  amend,  modify or waive  any term or  provision  of any
Management  Agreement or any  document or  instrument  delivered  in  connection
therewith or waive any rights  thereunder  in any respect or agree to consent to
any  release  of a party  therefrom,  except,  in  each  case,  for  amendments,
releases,  waivers and/or  modifications (i) made solely to correct  ministerial
errors,  (ii) that do not materially and adversely affect the Bank or (iii) made
to the extent any such amendment, release, waiver or modification is required by
any applicable Governmental Authorities.

         7.18 Limitation on Amendments to Organizational  Documents.  Terminate,
amend or modify any of its Organizational Documents or any agreement to which it
is a party with  respect  to its  Capital  Stock  (including  any  stockholders'
agreement,  partnership  agreement and operating  agreement) other than any such
amendments or  modifications or such new agreements which are not adverse in any
material respect to the interests of the Bank.

         7.19  Prepayments,  Etc. of  Indebtedness.  Prepay,  redeem,  purchase,
defease or otherwise  satisfy  prior to the  scheduled  maturity  thereof in any
manner,  or make any payment in  violation  of any  subordination  terms of, any
Indebtedness,  except (a) the prepayment of the  Obligations in accordance  with
the terms of this  Agreement  and the other  Loan  Documents  and (b)  regularly
scheduled or required  repayments or  redemptions of  Indebtedness  set forth in
Section 7.1 and refinancings  and refundings of such  Indebtedness in compliance
with Section 7.1.

         7.20 Limitation on Creation of Subsidiaries.  After the Effective Date,
create or acquire any  Subsidiaries;  provided,  however,  that the Borrower may
create or acquire  one or more  Subsidiaries,  so long as the  Borrower  and the
applicable Subsidiary shall have complied with Section 5.10 and such acquisition
or creation is permitted by Section 7.3.

                         ARTICLE 8. EVENTS OF DEFAULT.

         8.1 Events of Default.  Upon the occurrence and during the  continuance
of any of the following events (each an "Event of Default"):


         (a) Borrower  shall fail to pay  principal of any of the Loans when due
or shall fail to pay amounts  necessary to reimburse the Bank for a draw under a
Letter of Credit,  or shall fail to pay any  interest,  or other amount  payable
hereunder within two Business Days after the same becomes due; or

         (b) any  representation or warranty made or deemed made by or on behalf
of any Loan Party in or in connection  with any Loan Document or the  borrowings
or issuances of Letters of Credit hereunder,  or any  representation,  warranty,
statement  or  information  contained  in  any  report,  certificate,  document,
instrument or financial or other written statement  furnished in connection with
or pursuant to any Loan  Document,  shall prove to have been false or misleading
in any material respect on or as of the date made or deemed made; or

         (c) the  Borrower  shall fail to perform or  observe  any  covenant  or
agreement (not specified in Section 8.1(a)) contained in Section 5.1(a), 5.7(b),
5.7(d), 5.7(e), 5.9 or 5.11 or Article 6 or Article 7; or

                                      -60-
<PAGE>

         (d) the Borrower or any Loan Party shall  default in the  observance or
performance of any covenant,  condition or agreement contained in this Agreement
or any other Loan Document  (other than those specified in paragraphs (a) or (c)
immediately  above)  on  its  part  to be  performed  or  observed  (the  "Other
Provisions")  and such default shall continue  unremedied (i) in the case of any
Other  Provisions to be performed by the Borrower  under this  Agreement,  for a
period of 10 days after written  notice  thereof is given to the Borrower by the
Bank and (ii) the case of any Other  Provisions  to be performed by the Borrower
or any other Loan Party under any Loan  Document  (other  than this  Agreement),
after the expiration of any applicable grace or cure periods; or

         (e) Any  Specified  Person  (A)  fails  to make  any  payment  when due
(whether by scheduled maturity,  required prepayment,  acceleration,  demand, or
otherwise) in respect of any Indebtedness or Guarantee (other than  Indebtedness
hereunder and Indebtedness  under Swap Contracts) having an aggregate  principal
amount  (including  undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated  credit  arrangement) of
more than the  Threshold  Amount,  or (B) fails to observe or perform  any other
agreement or condition  relating to any  Indebtedness  or Guarantee  (other than
Indebtedness  hereunder and  Indebtedness  under Swap Contracts) or contained in
any instrument or agreement  evidencing,  securing or relating  thereto,  or any
other event occurs,  the effect of which default or other event is to cause,  or
to permit  the  holder or holders of such  Indebtedness  or the  beneficiary  or
beneficiaries  of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or  beneficiaries) to cause, with the giving of notice
if  required,  such  Indebtedness  to be  demanded  or to  become  due  or to be
repurchased,  prepaid,  defeased or redeemed (automatically or otherwise), or an
offer to repurchase,  prepay,  defease or redeem such  Indebtedness  to be made,
prior to its  stated  maturity,  or such  Guarantee  to become  payable  or cash
collateral in respect thereof to be demanded; or

         (f) (i) Any  Specified  Person shall  commence any case,  proceeding or
other action (A) under any existing or future law of any jurisdiction,  domestic
or foreign,  relating to  bankruptcy,  insolvency,  reorganization  or relief of
debtors,  seeking to have an order for  relief  entered  with  respect to it, or
seeking to  adjudicate it a bankrupt or  insolvent,  or seeking  reorganization,
arrangement,  adjustment, winding-up, liquidation,  dissolution,  composition or
other relief with respect to it or its debts,  or (B) seeking  appointment  of a
receiver,  trustee, custodian or other similar official for it or for all or any
substantial  part of its assets,  or any  Specified  Person shall make a general
assignment  for the benefit of its  creditors;  or (ii) there shall be commenced
against any  Specified  Person any case,  proceeding or other action of a nature
referred  to in clause (i) above  which (A) results in the entry of an order for
relief or any such  adjudication  or  appointment  or (B)  remains  undismissed,
undischarged  or  unbonded  for a period  of 60 days;  or (iii)  there  shall be
commenced  against any  Specified  Person any case,  proceeding  or other action
seeking  issuance of a warrant of  attachment,  execution,  distraint or similar
process against all or any  substantial  part of its assets which results in the
entry of an  order  for any  such  relief  which  shall  have not been  vacated,
discharged,  or stayed or bonded  pending  appeal  within 30 days from the entry
thereof;  or (iv) any Specified  Person shall take any action in furtherance of,
or indicating its consent to, approval of, or  acquiescence  in, any of the acts
set  forth in  clause  (i),  (ii) or (iii) of this  Section  8.1(f);  or (v) any
Specified  Person shall  generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due; or

         (g)  (i)  any  Specified   Person  shall  engage  in  any   "prohibited
transaction"  (as defined in Section  406 of ERISA or Section  4975 of the Code)
involving any Plan,  (ii) any  "accumulated  funding  deficiency" (as defined in
Section 302 of ERISA),  whether or not waived,  shall exist with  respect to any
Plan, (iii) a Reportable Event shall occur with respect to, or proceedings shall
commence  to have a trustee  appointed,  or a  trustee  shall be  appointed,  to
administer or to terminate,  any Plan,  which Reportable Event or institution of



                                      -61-
<PAGE>

proceedings is, in the reasonable  opinion of the Bank,  likely to result in the
termination of such Plan for purposes of Title IV of ERISA,  and, in the case of
a Reportable  Event, the continuance of such Reportable Event unremedied for ten
days after notice of such Reportable Event pursuant to Section  4043(a),  (c) or
(d) of ERISA is given or the continuance of such  proceedings for ten days after
commencement  thereof,  as the case may be,  (iv) any Plan shall  terminate  for
purposes  of Title IV of ERISA,  and in each case in clauses  (i)  through  (iv)
above, such event or condition could subject the Borrower to any tax, penalty or
other  liabilities  in the  aggregate  material  in  relation  to the  business,
operations or property of the Borrower; or

         (h) there is entered against any Specified Person (A) one or more final
judgments or orders for the payment of money in an  aggregate  amount (as to all
such  judgments and orders)  exceeding  the Threshold  Amount (to the extent not
covered by independent third-party insurance as to which the insurer is rated at
least "A" by A.M.  Best Company,  has been  notified of the potential  claim and
does not dispute coverage),  or (B) any one or more non-monetary final judgments
that have,  or could  reasonably  be  expected to have,  individually  or in the
aggregate,  a Material  Adverse  Effect and,  in either  case,  (A)  enforcement
proceedings are commenced by any creditor upon such judgment or order, including
any action  taken to levy or attach on  properties  of any  Specified  Person to
enforce such judgment,  or (B) there is a period of 30  consecutive  days during
which a stay of enforcement  of such judgment,  by reason of a pending appeal or
otherwise, is not in effect; or

         (i) any Loan Document, at any time after its execution and delivery and
for any reason other than as expressly  permitted hereunder or thereunder or the
satisfaction in full of all the Obligations, shall cease to be in full force and
effect (other than by reason of a transaction  permitted by Section 7.2(b));  or
any Loan  Party (or any Person  by,  through  or on behalf of such Loan  Party),
shall contest in any manner the validity or  enforceability  of any provision of
any Loan  Document;  or any Loan  Party  shall  deny that it has any or  further
liability or obligation under any provision of any Loan Document,  or purport to
revoke, terminate or rescind any provision of any Loan Document; or

         (j) any of the Liens  created  and  granted  pursuant  to the  Security
Documents shall fail to be valid, first,  perfected Liens subject to no prior or
equal Lien, except as expressly permitted by this Agreement; or

         (k) a Change of Control shall occur; or

         (l) the Bank shall have  determined in its reasonable  discretion  that
there has occurred a material  adverse  change in the  business,  properties  or
financial condition of the Borrower; or

         (m) there occurs under any Swap Contract an Early  Termination Date (as
defined in such Swap  Contract)  resulting  from (A) any event of default  under
such Swap Contract as to which any Specified  Person is the Defaulting Party (as
defined in such Swap  Contract)  or (B) any  Termination  Event (as so  defined)
under such Swap Contract as to which any Specified  Person is an Affected  Party
(as so defined) and, in either event,  the Swap  Termination  Value owed by such
Specified Person as a result thereof is greater than the Threshold Amount; or

         (n) the VCA  Acquisition  shall fail to occur within five Business Days
following  the  Effective  Date;then,  in  any  such  event,  any  or all of the
following  actions may be taken:  (i) the Bank may,  at its option,  declare the
Commitments  to be terminated  forthwith,  whereupon  such  Commitments  and all
obligations of the Bank to make Revolving  Credit Loans,  to make (to the extent
not  made) the New Term Loan and to make any LC  Extensions  in each case  shall



                                      -62-
<PAGE>

immediately  terminate;  (ii) the Bank may,  at its  option,  declare  the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents and all  reimbursement  obligations  with
respect  to  Letters  of Credit  to be due and  payable  and the  same,  and all
interest  accrued  thereon,  shall  forthwith  become  due and  payable  without
presentment,  demand,  protest  or notice of any kind,  all of which are  hereby
waived,  anything  contained  herein or in any  instrument  evidencing the Loans
and/or Letters of Credit to the contrary  notwithstanding,;  provided,  however,
upon the occurrence of an Event of Default  referred to in Section  8.1(f),  the
Commitments  and any obligation of the Bank to make Revolving  Credit Loans,  to
make (to the extent not made) the New Term Loan and to make LC Extensions  shall
automatically  terminate,  the unpaid principal amount of all outstanding  Loans
and reimbursement obligations with respect to Letters of Credit and all interest
and other  amounts as  aforesaid  shall  automatically  become due and  payable,
without  presentment,  demand,  protest or notice of any kind,  all of which are
hereby waived,  anything  contained  herein or in any instrument  evidencing the
Loans  and/or  Letters  of  Credit  to the  contrary  notwithstanding,  and  the
obligation of the Borrower to cash  collateralize the LC Exposure as provided in
the next sentence shall  automatically  become  effective,  in each case without
further act of the Bank.  With  respect to all Letters of Credit which shall not
have  matured or with  respect  to which  presentment  for honor  shall not have
occurred,  the Borrower shall deposit in a cash  collateral  account  maintained
with the Bank an amount equal to the aggregate  undrawn amount of all Letters of
Credit,  and the  unused  portion  thereof,  if any,  shall be  returned  to the
Borrower  after the  respective  expiry dates of the Letters of Credit and after
all Obligations  have been paid in full and all Commitments  have terminated and
the  obligation of the Bank to make LC Extensions  has  terminated.  In order to
entitle the Bank to  exercise  any remedy  reserved to it in this  Article 8, it
shall not be  necessary  to give any  notice,  other than such  notice as may be
herein expressly required in this Agreement or in any Loan Document.

                         ARTICLE 9. COLLATERAL SECURITY.

         9.1 General Loan and Collateral  Agreement.  As collateral security for
the payment of the  Obligations of the Borrower,  now of hereafter owned or held
by the Bank, the Borrower hereby grants to the Bank a continuing lien,  security
interest and right of setoff as security for all  Obligations  of the  Borrower,
whether  now  existing or  hereafter  arising,  upon and  against all  deposits,
credits,  collateral and property, now or hereafter in the possession,  custody,
safekeeping  or control of the Bank or any of its  Affiliates,  or in transit to
any of them.  At any  time,  without  demand or notice  (any such  notice  being
expressly waived by the Borrower), the Bank may setoff same, or any part thereof
and  apply  the  same to any of the  Obligations  of the  Borrower  even  though
unmatured and  regardless of the adequacy of any other  collateral  securing the
Obligations.  ANY AND ALL RIGHTS TO REQUIRE THE BANK TO  EXERCISE  ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER  COLLATERAL  WHICH  SECURES THE  OBLIGATIONS,
PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH  DEPOSITS,  CREDITS
OR OTHER  PROPERTY  OF THE  BORROWER  OR THE  GUARANTORS  ARE HEREBY  KNOWINGLY,
VOLUNTARILY AND  IRREVOCABLY  WAIVED.  The Bank at any time,  before or after an
Event or Default, may but shall not be obligated to, transfer into or out of its
own name or that of its nominee all or any of the collateral security, including
stocks, bonds, and other securities, and the Bank or its nominee may demand, sue
for, collect,  receive and hold as like collateral security any or all interest,
dividends and income  thereon and if the  securities are held in the name of the
Bank or its  nominee,  the Bank may,  after an Event of  Default,  exercise  all
voting and other  rights  pertaining  thereto  as if the Bank were the  absolute
owner  thereof;  but the Bank  shall  not be  obligated  to demand  payment  of,
protest,  or take any steps  necessary to preserve any rights in the  collateral
against  prior  parties,  or to take any  action  whatsoever  in  regard  to the
collateral  security or any part thereof,  all of which the Borrower assumes and
agrees to do. Without  limiting the generality of the foregoing,  the Bank shall
not be obligated to take any action in  connection  with any  conversion,  call,
redemption,  retirement  or any other event  relating  to any of the  collateral
security, unless the Borrower gives written notice to the Bank that such action


                                      -63-
<PAGE>

shall be taken not more than thirty (30) days prior to the time such action may
first be taken and not less than ten (10) days prior to the expiration of the
time during which such action may be taken.

         9.2  Additional  Collateral  Security.  In addition  to the  collateral
described in Section 9.1,  payment of the Obligations is also secured by a first
priority (subject to Liens permitted by this Agreement) security interest in all
the Collateral.

                           ARTICLE 10. MISCELLANEOUS.

         10.1   Notices;   Etc.   Except  in  the  case  of  notices  and  other
communications  expressly  permitted  to be  given  by  telephone,  any  notice,
request,  approval, consent or other communication hereunder shall be in writing
and shall be hand delivered or sent by reputable courier service,  or by postage
pre-paid  registered  or  certified  mail,  return  receipt  requested,   or  by
telecopier,  or by via electronic mail as follows,  and shall be deemed given as
follows:  (i) if hand  delivered  or sent by  reputable  courier  service,  when
received;  (ii)  if  sent  by  registered  or  certified  mail,  return  receipt
requested,  three  Business  Days  after  being  postmarked;  (iii)  if  sent by
telecopy,  when sent (except that, if not given during normal business hours for
the recipient,  shall be deemed to have been given at the opening of business on
the next Business Day for the recipient);  or (iv) if sent by electronic  email,
upon the sender's  receipt of an  acknowledgement  from the  intended  recipient
(such as by the "return receipt requested" function, as available, return e-mail
or  other  written  acknowledgement),  provided  that if such  notice  or  other
communication  is not sent during the normal  business  hours of the  recipient,
such notice or communication shall be deemed to have been sent at the opening of
business  on the  next  Business  Day for  the  recipient.  Notwithstanding  the
foregoing to the contrary, all such notices and communications to the Bank shall
not be effective until received.

If to the Borrower:        IntegraMed America, Inc.
                           Two Manhattanville Road
                           Purchase, New York 10577-2100
                           Attention: John W. Hlywak, Jr.,
                           Executive Vice President and
                           Chief Financial Officer
                           Telecopy No.: 914-253-8091
                           Telephone No.: 914-251-4143
                           Email Address: john.hlywak@integramed.com


    with a copy to:        Dorsey & Whitney LLP
                           250 Park Ave.
                           New York, New York 10177
                           Attention: Steven Khadavi, Esq.
                           Telecopy No.: 212-953-7201
                           Telephone No.: (212) 415-9376
                           Email Address: khadavi.steven@dorsey.com

If to the Bank:            Bank of America, N.A.
                           1185 Avenue of the Americas
                           New York, New York 10036
                           Attention:  Dolores A. Walsh, Senior Vice President
                           Telecopy No.: 212-819-6116
                           Telephone No.: (212) 819-5516
                           Email Address: dolores.a.walsh@bankofamerica.com

                                      -64-
<PAGE>

    with a copy to:        Herrick, Feinstein LLP
                           2 Park Avenue
                           New York, New York 10016
                           Attention: Stephen D. Brodie, Esq.
                           Telecopy No.: 212-592-1500
                           Telephone No.: 212-592-1452
                           Email Address: sbrodie@herrick.com

Each of the Borrower and the Bank may change its address, telecopier, email
address for notices and other communications hereunder by notice to the other
parties hereto.

         10.2  No  Waiver;  Cumulative  Remedies.  No  failure  by the  Bank  to
exercise, and no delay by such Person in exercising, any right, remedy, power or
privilege  hereunder or under any other Loan Document  shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, remedy, power or privilege.  The rights,  remedies,
powers  and  privileges  herein  provided,  and  provided  under each other Loan
Document, are cumulative and not exclusive of any rights,  remedies,  powers and
privileges provided by law.

         10.3 Survival of Representations  and Warranties.  All  representations
and  warranties  made  hereunder and in any document,  certificate  or statement
delivered pursuant hereto or in connection  herewith shall survive the execution
and delivery of this Agreement and the other Loan Documents

         10.4 Payment of Expenses.

         (a) The Borrower  agrees to pay or reimburse the Bank for all its costs
and expenses (including, without limitation, the reasonable fees and expenses of
attorneys  for  the  Bank)   incurred  in  connection   with  the   preparation,
administration,  default,  collection,  waiver or  amendment  of any of the Loan
Documents, or in connection with Bank's exercise, preservation or enforcement of
any of its rights, remedies or options hereunder,  including, without limitation
in connection  with (i) the enforcement or preservation of any rights under this
Agreement  or the Notes or any other Loan  Document or any other  instrument  or
agreement entered into in connection  herewith or therewith  including,  without
limitation,  the reasonable  fees and  disbursements  of attorneys for the Bank;
(ii) any claim or action  threatened,  made or brought  against the Bank arising
out of or relating to any extent to this Agreement or any other Loan Document or
any  instrument or agreement  entered into in connection  with the  transactions
contemplated hereby or thereby; (iii) the perfection of any security interest in
the Collateral or in the  maintenance of the  Collateral;  (iv) any amendment or
modification  of any Loan  Document;  (v) the  payment  of any tax,  assessment,
recording fee or similar charge;  (vi) any waiver of any right of the Bank under
any Loan Document and (vii) the reasonable fees and disbursements of any outside
counsel  to the Bank  and/or  the  allocated  costs of  in-house  legal  counsel
incurred from time to time in connection with the  transactions  contemplated by
this Agreement, accounting,  consulting, brokerage or other similar professional
fees or expenses, and any fees or expenses associated with travel or other costs
relating to any  appraisals or  examinations  conducted in  connection  with the
Obligations  or any  Collateral  therefor.  All such fees and expenses  shall be
Obligations  secured by the  Collateral  and,  commencing  ten days after demand
therefore, shall, until paid, bear interest at the Post-Default Rate.

         (b) The obligations set forth in this Section 10.4 shall be in addition
to any other obligations or liabilities of the Borrower to the Bank hereunder or
at common law or  otherwise.  The  provisions of this Section 10.4 shall survive
the payment of the Obligations and the termination of this Agreement.

                                      -65-
<PAGE>

         10.5 WAIVER OF JURY TRIAL, SET-OFF AND COUNTERCLAIM

         THE BORROWER AND THE BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY, AND THE BORROWER WAIVES THE
RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM, IN EACH CASE IN RESPECT OF ANY
CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT,
ANY NOTE AND/OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN
CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE BANK RELATING TO THE ADMINISTRATION OF THE LOANS OR ENFORCEMENT OF THE LOAN
DOCUMENTS AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
EXCEPT AS PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. THE BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK TO ENTER INTO THIS AGREEMENT,
ACCEPT THE NOTES AND MAKE THE LOANS.

         10.6 [Intentionally Omitted].

         10.7 Indemnification.

         (a)  Indemnification by the Borrower.  The Borrower shall indemnify the
Bank  and  each of its  Related  Parties  (each  such  Person  being  called  an
"Indemnitee")  against,  and hold each  Indemnitee  harmless  from,  any and all
losses, claims, damages, liabilities,  costs and related expenses (including the
fees,  charges and  disbursements of any counsel for any Indemnitee),  and shall
indemnify and hold harmless each  Indemnitee  from all fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee,  incurred by
any  Indemnitee or asserted  against any Indemnitee by any third party or by the
Borrower or any other Loan Party  arising out of, in  connection  with,  or as a
result of (i) the  execution  or  delivery  of this  Agreement,  any other  Loan
Document or any  agreement or  instrument  contemplated  hereby or thereby,  the
performance by the parties hereto of their respective  obligations  hereunder or
thereunder  or the  consummation  of the  transactions  contemplated  hereby  or
thereby,  (ii) any Loan or Letter of  Credit or the use or  proposed  use of the
proceeds  therefrom  (including  any  refusal  by the Bank to honor a demand for
payment under an Letter of Credit if the documents  presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),  or
(iii) any actual or prospective claim,  litigation,  investigation or proceeding
relating to any of the foregoing,  whether based on contract,  tort or any other
theory,  whether  brought by a third party or by the  Borrower or any other Loan
Party or any of the Borrower's or such Loan Party's  directors,  shareholders or
creditors,  and regardless of whether any Indemnitee is a party thereto,  in all
cases,  whether or not  caused by or  arising,  in whole or in part,  out of the
comparative,  contributory or sole  negligence of the Indemnitee;  provided that
such indemnity shall not, as to any Indemnitee,  be available to the extent that
such  losses,  claims,  damages,  costs,  liabilities  or related  expenses  are
determined  by a court of  competent  jurisdiction  by final  and  nonappealable
judgment to have  resulted from the gross  negligence  or willful  misconduct of
such Indemnitee.

                                      -66-
<PAGE>

         (b) LIMITATION OF LIABILITY.  EXCEPT AS PROHIBITED BY LAW, THE BORROWER
HEREBY  WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY  LITIGATION  ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR  IN  ADDITION  TO,   ACTUAL   DAMAGES.   THE  BORROWER   CERTIFIES   THAT  NO
REPRESENTATIVE,  AGENT OR ATTORNEY  OF THE BANK HAS  REPRESENTED,  EXPRESSLY  OR
OTHERWISE, THAT THE BANK WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK TO ENFORCE
THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK
TO ACCEPT  THIS  AGREEMENT,  ANY NOTE,  THE OTHER LOAN  DOCUMENTS  AND TO EXTEND
CREDIT TO THE BORROWER.

         (c)  Payments.  All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

         (d)  Survival.  The  agreements  in  this  Section  shall  survive  the
resignation of the Bank, the  termination of the  Commitments and the repayment,
satisfaction or discharge of all the Obligations.

         10.8 Modifications, Amendments and Waivers

         No modification of, amendment to, change to or waiver of any provision
of this Agreement or any other Loan Document to which the Borrower is a party
shall be effective unless and until it shall be in writing and signed by the
Bank and the Borrower, and then such modification, amendment, change or waiver
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on the Borrower in any case shall, of itself,
entitle it to any other or further notice or demand in similar or other
circumstances.

         10.9 Successors and Assigns; Participations

         (a) This  Agreement  shall be binding  upon and inure to the benefit of
the  Borrower,  the Bank,  all  future  holders  of a Note and their  respective
successors and assigns,  except that the Borrower may not assign or transfer any
of its rights  under this  Agreement  without the prior  written  consent of the
Bank. The term "Bank" as used herein shall be deemed to include the Bank and its
successors, endorsees and assigns.

         (b) The Bank shall have the unrestricted right at any time or from time
to time,  and without  Borrower's  or any Loan  Party's  consent,  to assign any
portion of its rights and obligations  hereunder  (including all or a portion of
its  Commitment(s)  and the  Loans)  to one or more  banks  or  other  financial
institutions  (each,  an  "Assignee"),  and the  Borrower  agrees  that it shall
execute, or cause to be executed, such documents,  including without limitation,
amendments  to  this  Agreement  and to any  other  documents,  instruments  and
agreements  executed in connection  herewith as the Bank shall deem necessary to
effect  the  foregoing.  In  addition,  at the  request of the Bank and any such
Assignee,  the  Borrower  shall  issue  one or more  new  promissory  notes,  as
applicable, to any such Assignee and, if the Bank has retained any of its rights
and obligations  hereunder  following such  assignment,  to the Bank,  which new
promissory notes shall be issued in replacement of, but not in discharge of, the
liability  evidenced  by the  promissory  note  held by the  Bank  prior to such
assignment and shall reflect the amount of the respective  commitments and loans
held by such Assignee and the Bank after giving effect to such assignment.  Upon
the execution and delivery of appropriate assignment  documentation,  amendments
and any  other  documentation  required  by the  Bank in  connection  with  such
assignment,  and the payment by Assignee of the purchase  price agreed to by the
Bank,  and such  Assignee,  such Assignee shall be a party to this Agreement and
shall have all of the rights and obligations of the Bank hereunder (and under


                                      -67-
<PAGE>

any and all other guaranties, documents, instruments and agreements executed in
connection herewith) to the extent that such rights and obligations have been
assigned by the Bank pursuant to the assignment documentation between the Bank
and such Assignee, and the Bank shall be released from its obligations hereunder
and thereunder to a corresponding extent. Notwithstanding the foregoing, no
Assignee or other transferee of any rights of the Bank shall be entitled to
receive any greater payment under Section 2.6 or 2.13 than the Bank would have
been entitled to receive with respect to the rights transferred, unless such
transfer was made at a time when the circumstance giving rise to such greater
payment did not exist.

         (c) The Bank  shall  have the  unrestricted  right at any time and from
time to time,  and  without  the  consent  of or notice to the  Borrower  or any
Guarantor,  to grant to one or more banks or other financial institutions (each,
a  "Participant")  participating  interests  in the  Bank's  obligation  to lend
hereunder  and/or  any or all of the Loans  held by the Bank  hereunder.  In the
event  of  any  such  grant  by  the  Bank  of  a  participating  interest  to a
Participant,  whether or not upon notice to the Borrower,  the Bank shall remain
responsible for the  performance of its  obligations  hereunder and the Borrower
shall continue to deal solely and directly with the Bank in connection  with the
Bank's rights and  obligations  hereunder.  The Bank may furnish any information
concerning  the  Borrower  in its  possession  from time to time to  prospective
Assignees  and  Participants,  provided  that the Bank  shall  require  any such
prospective  Assignee  or  Participant  to  agree in  writing  to  maintain  the
confidentiality of such information. Notwithstanding the foregoing, the Bank and
any  Participants  shall not be entitled to receive  any greater  payment  under
Section  2.6 or 2.13 than the Bank would have been  entitled  to receive  had no
participating interests been granted.

         10.10  Governing  Law;  Consent  to  Jurisdiction;  Venue;  Service  of
Process.

         (a) THIS  AGREEMENT  AND ANY OTHER  LOAN  DOCUMENTS  AND THE RIGHTS AND
DUTIES OF THE  PARTIES  HEREUNDER  AND  THEREUNDER  SHALL BE  GOVERNED  BY,  AND
CONSTRUED AND INTERPRETED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT  REGARD TO PRINCIPLES OF CONFLICT OF LAWS EXCEPT AS SET FORTH IN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

         (b) THE BORROWER HEREBY IRREVOCABLY AND  UNCONDITIONALLY  SUBMITS,  FOR
ITSELF AND ITS PROPERTY,  TO THE NONEXCLUSIVE  JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED  STATES  DISTRICT
COURT OF THE SOUTHERN  DISTRICT OF NEW YORK,  AND ANY  APPELLATE  COURT FROM ANY
THEREOF,  IN ANY  ACTION  OR  PROCEEDING  ARISING  OUT OF OR  RELATING  TO  THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT,  OR FOR  RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT,  AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL  CLAIMS IN RESPECT OF ANY SUCH  ACTION OR  PROCEEDING  MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST  EXTENT  PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A
FINAL  JUDGMENT IN ANY SUCH ACTION OR PROCEEDING  SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  NOTHING IN THIS  AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT  ANY  RIGHT  THAT THE BANK MAY  OTHERWISE  HAVE TO BRING  ANY  ACTION  OR
PROCEEDING  RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN  DOCUMENT  AGAINST THE
BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION..

                                      -68-
<PAGE>

         (c) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY  WAIVES, TO THE
FULLEST  EXTENT  PERMITTED BY APPLICABLE  LAW, ANY OBJECTION  THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT  REFERRED
TO IN PARAGRAPH (b) OF THIS SECTION.  THE BORROWER  IRREVOCABLY  WAIVES,  TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

         (d) THE BORROWER HEREBY  IRREVOCABLY  CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 10.1.  NOTHING IN THIS AGREEMENT WILL
AFFECT THE RIGHT OF THE BANK TO SERVE  PROCESS IN ANY OTHER MANNER  PERMITTED BY
APPLICABLE LAW.

         10.11 Entire Agreement

         This Agreement and the other Loan Documents are intended by the parties
as the final, complete and exclusive statement of the transactions evidenced
thereby. All prior or contemporaneous promises, agreements and understandings,
whether oral or written, are deemed to be superceded by this Agreement and such
other Loan Documents, and no party is relying on any promise, agreement or
understanding not set forth in this Agreement or such other Loan Documents.
Neither this Agreement nor any of such other Loan Documents may be amended or
modified except by a written instrument describing such amendment or
modification executed by the Borrower and the Bank.

         10.12 Interest Adjustment.

         All agreements between the Borrower (and each Guarantor and each other
party obligated for payment on a Note) and the Bank are hereby expressly limited
so that in no contingency or event whatsoever, whether by reason of acceleration
of maturity of the indebtedness evidenced by a Note or otherwise, shall the
amount paid or agreed to be paid to the Bank for the use or the forbearance of
the indebtedness evidenced hereby exceed the maximum permissible under
applicable law. As used herein, the term "applicable law" shall mean the law in
effect as of the date hereof; provided, however, that in the event there is a
change in the law which results in a higher permissible rate of interest, then
this Agreement, the Notes and the other Loan Documents shall be governed by such
new law as of its effective date. In this regard, it is expressly agreed that it
is the intent of the Borrower and the Bank in the execution, delivery and
acceptance of this Agreement, the Notes and the other Loan Documents to contract
in strict compliance with the laws of the State of New York from time to time in
effect. If, under or from any circumstances whatsoever, fulfillment of any
provision hereof or of any of the other Loan Documents at the time of
performance of such provision shall be due, shall involve transcending the limit
of such validity prescribed by applicable law, then the obligation to be
fulfilled shall automatically be reduced to the limits of such validity, and if
under or from circumstances whatsoever the Bank should ever receive as interest
an amount which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the principal balance
evidenced by the Note(s) and not to the payment of interest. This provision
shall control every other provision of all agreements between the Borrower, each
Guarantor, each other party obligated on a Note and the Bank.

         10.13 Pledge to Federal Reserve

         The Bank may at any time, without the consent of or notice to the
Borrower or any Guarantor, pledge or assign all or any portion of its rights
under the Loan Documents (including under its Note, if any) to any of the twelve
(12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act,


                                      -69-
<PAGE>

12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall
release Bank from its obligations under any of the Loan Documents.

         10.14 Lost Notes

         Upon receipt of an affidavit of an officer of the Bank as to the loss,
theft, destruction or mutilation of any Note or any other security document
which is not of public record, and, in the case of any such loss, theft,
destruction or mutilation, upon surrender and cancellation of such Note or other
security document, the Borrower will issue, in lieu thereof, a replacement Note
or other security document in the same principal amount thereof and otherwise of
like tenor.

         10.15 Effective Date

         This Agreement shall be effective on the date (the "Effective Date") as
of which (a) this Agreement shall be executed by all the parties hereto and
delivered to the Bank and (b) all the conditions precedent required to have been
satisfied on or before the first extension of credit hereunder pursuant to
Section 4.1 shall have been satisfied or waived (whether temporarily or
otherwise) in writing by the Bank..

         10.16 No Waiver Action

         Any waiver or consent respecting any representation, warranty, covenant
or other term or provision of this Agreement or any other Loan Document shall be
effective only in the specific instance and for the specific purpose for which
given and shall not be deemed, regardless of frequency given, to be a further or
continuing waiver or consent. The failure or delay of a party at any time or
times to require performance or, or to exercise its rights with respect to, any
representation, warranty, covenant or other term or provision of this Agreement
or other Loan Document in no manner (except as otherwise expressly provided
herein) shall affect its right at a later time to enforce any such provision. No
notice to or demand on a party in any case shall entitle such party to any other
or further notice or demand in the same, similar or other circumstances. The
acceptance by the Bank of (a) any partial or late payment shall not constitute a
satisfaction or waiver of the full amount then due or the resulting Event of
Default or (b) any payment during the continuance of an Event of Default shall
not constitute a waiver or cure thereof; and the Bank may accept or reject any
such payment without affecting any of its rights, powers, privileges, remedies
and other interests under this Agreement, the other Loan Documents and
applicable law. All rights, powers, privileges, remedies and other interests of
the parties hereunder are cumulative and not alternatives, and they are in
addition to and shall not limit (except as otherwise expressly provided in this
Agreement) any other right, power, privilege, remedy or other interest of the
parties under this Agreement, any other Loan Document or applicable law.

         10.17 Severability

         Every provision of the Loan Documents is intended to be severable, and
if any term or provision thereof shall be invalid, illegal or unenforceable for
any reason, the validity, legality and enforceability of the remaining
provisions thereof shall not be affected or impaired thereby, and any
invalidity, illegality or unenforceability in any jurisdiction shall not affect
the validity, legality or enforceability of any such term or provision in any
other jurisdiction.

         10.18 Amendment and Restatement

         Upon satisfaction of the conditions precedent to the effectiveness of


                                      -70-
<PAGE>

this agreement set forth in Section 4.1, this Agreement shall be binding on the
Borrower and the Bank and the provisions of the Original Loan Agreement shall be
amended and restated and replaced by the provisions of this Agreement; provided,
that (a) any obligations and indebtedness of the Borrower under the Original
Loan Agreement that remains unpaid and outstanding as of the Effective Date
after giving effect to the Amendment Effective Date shall continue to exist
under and be evidenced by this Agreement and the other Loan Documents, (b) the
Existing LC under the Original Loan Agreement shall continue as a Letter of
Credit under this Agreement and (c) the Loan Documents and the Collateral shall
continue to secure, guarantee, support and otherwise benefit the Obligations of
the Borrower and the other Loan Parties under this Agreement and the other Loan
Documents. Upon the effectiveness of this Agreement in accordance with Section
4.1, each other Loan Document that was in effect immediately prior to the
Effective Date shall continue to be effective and, unless the context otherwise
requires, any reference to the Original Loan Agreement contained therein shall
be deemed to refer to this Agreement.

         10.19  Counterparts.  This  Agreement  may be signed  in any  number of
counterparts  with the same effect as if the signatures  thereto and hereto were
upon the same instrument.

         10.20 Headings.  Article,  Section and subsection  headings used herein
are for  convenience of reference only, are not part of this Agreement and shall
not affect the construction of, or be taken into  consideration in interpreting,
this Agreement.

         10.21 USA PATRIOT  Act Notice.  The Bank that is subject to the Act (as
hereinafter   defined)  hereby  notifies  the  Borrower  that  pursuant  to  the
requirements  of the USA PATRIOT Act (Title III of Pub. L. 107-56  (signed  into
law October 26, 2001)) (the "Patriot Act"), it is required to obtain, verify and
record information that identifies each Loan Party,  which information  includes
the name and  address of each Loan Party and other  information  that will allow
the Bank to identify each Loan Party in accordance with the Act.

           [REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


                                      -71-
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                      BORROWER:

                                  INTEGRAMED AMERICA, INC.


                                  By:/s/John W. Hlywak, Jr.
                                        ----------------------------------
                                  Name: John W. Hlywak, Jr.
                                  Title:Executive Vice President and Chief
                                        Financial Officer


                        BANK:

                                  BANK OF AMERICA, N.A.


                                  By:/s/Dolores a. Walsh
                                        -----------------------------
                                 Name:  Dolores A. Walsh
                                 Title:  Senior Vice President

























       [Signature Page to the Second Amended and Restated Loan Agreement]


                                      -72-