VOTING AGREEMENT


         This VOTING AGREEMENT (this "Agreement") is made and entered into as of
[August 8], 2007, by and between IntegraMed America, Inc., a Delaware
corporation ("IntegraMed"), and the undersigned Stockholders (collectively,
"Stockholders," individually, a "Stockholder") of IntegraMed.

         RECITALS

         A. IntegraMed, Vein Clinics of America, Inc., a Delaware corporation,
IDVC Acquisition Co., a Delaware corporation and wholly-owned subsidiary of
IntegraMed ("IDVC") and Stockholders have entered into a Stock Purchase
Agreement of even date herewith (the "Stock Purchase Agreement") which provides
for the purchase by IDVC of all outstanding shares of common stock of VCA held
by Stockholders in consideration of certain cash and shares of Common Stock, par
value $.01 per share, of IntegraMed ("IntegraMed Common Stock") (the
transactions contemplated under the Stock Purchase Agreement, the
"Transactions").

         B. Each Stockholder is the beneficial owner (as such term is defined
under Rule 13(d)(3) promulgated under the Securities Exchange Act of 1934, as
amended) of such number of shares of IntegraMed Common Stock, as set forth on
the signature page(s) hereof.

         C. As an inducement and a condition to entering into the Stock Purchase
Agreement, IntegraMed has requested that Stockholders agree, and each
Stockholder has agreed (in Stockholder's capacity as such), to enter into this
Agreement in order to facilitate the consummation of the Transactions.

         NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:

         1. Definitions.  For the purposes of this Agreement,  capitalized terms
that are used but not defined herein shall have the respective meanings ascribed
thereto in the Stock Purchase Agreement.

         "Expiration Date" shall mean two years from each date of receipt of
Shares by a Stockholder.

         "Shares" shall mean: (i) all securities of IntegraMed (including all
shares of IntegraMed Common Stock and all options, warrants and other rights to
acquire shares of IntegraMed Common Stock) owned by a Stockholder as of the date
of this Agreement, and (ii) all additional securities of IntegraMed (including
all additional shares of IntegraMed Common Stock and all additional options,
warrants and other rights to acquire shares of IntegraMed Common Stock) of which
a Stockholder acquires beneficial ownership pursuant to the Stock Purchase
Agreement (including any Shares issued pursuant to an Earn-Out Payment).

         A Person shall be deemed to have effected a "Transfer" of a security if
such Person directly or indirectly (i) offers for sale, sells, assigns, pledges,
encumbers, grants an option with respect to, transfers or otherwise disposes of

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such security or any interest therein, or (ii) enters into an agreement,
commitment or other arrangement providing for the sale of, assignment of, pledge
of, encumbrance of, granting of an option with respect to, transfer of or
disposition of such security or any interest therein; provided, however, that
the granting by Stockholder of a security interest in Shares to a brokerage firm
to secure a cash loan from such brokerage firm for the purpose of purchasing
shares of IntegraMed Common Stock upon exercise of IntegraMed Options
outstanding on the date of this Agreement shall not be deemed a "Transfer" for
purposes of this Agreement.

         2.  Restriction  on  Transfer,   Proxies  and  Non-Interference;   Stop
Transfer.  Except as  expressly  contemplated  by this  Agreement,  at all times
during the period  commencing  with the execution and delivery of this Agreement
and continuing until the Expiration Date, a Stockholder  shall not,  directly or
indirectly,  (i)  cause  or  permit  the  Transfer  of any of the  Shares  to be
effected, or discuss,  negotiate or make any offer regarding any Transfer of any
of the  Shares,  unless  such  Transfer is made in  compliance  with  applicable
federal and state  securities laws in effect on the date hereof,  (ii) grant any
proxies or powers of attorney with respect to any of the Shares,  deposit any of
the Shares into a voting trust or enter into a voting agreement or other similar
commitment or arrangement  with respect to any of the Shares in contravention of
the obligations of such  Stockholder  under this  Agreement,  (iii) request that
IntegraMed  register the Transfer of any certificate or uncertificated  interest
representing any of the Shares,  unless such Transfer is made in compliance with
applicable federal and state securities laws, or (iv) take any action that would
make any covenant of such Stockholder  contained herein untrue or incorrect,  or
have the effect of preventing or disabling such  Stockholder from performing any
of  Stockholder's  obligations  under this Agreement.  Each  Stockholder  hereby
agrees that, in order to ensure  compliance  with the  restrictions  referred to
herein,  IntegraMed may issue  appropriate  "stop transfer"  instructions to its
transfer agent in respect of the Shares.

         3.  Voting  Agreement.  At any  meeting  of  IntegraMed's  stockholders
called,  however called, and at every adjournment or postponement  thereof, each
Stockholder  shall appear at such meeting,  in person or by proxy,  or otherwise
cause all of the  Shares to be  counted  as  present  thereat  for  purposes  of
establishing a quorum thereat,  and such Stockholder  shall vote, or cause to be
voted (and on every action or approval by written consent of stockholders,  act,
or cause to be acted, by written consent) with respect to all of the Shares that
such  Stockholder  is entitled to vote or as to which such  Stockholder  has the
right to direct the voting,  as of the  relevant  record  date,  in favor of any
proposal  recommended  by the  management of IntegraMed and against any proposal
not recommended by the management of IntegraMed.

         4.  Irrevocable   Proxy.   Concurrently  with  the  execution  of  this
Agreement,  each Stockholder shall deliver to IntegraMed an irrevocable proxy in
the form attached hereto as Exhibit A (the "Proxy"),  which shall be irrevocable
to the fullest extent permitted by applicable law, with respect to the Shares.

         5.  Representations and Warranties.  Each Stockholder hereby represents
and warrants, severally and not jointly, as follows:

             (a) Ownership of Shares.  Stockholder is the  beneficial  owner (as
         such term
         is defined under Rule 13(d)(3) promulgated under the Securities
         Exchange Act of 1934, as amended, except that such terms shall include


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<PAGE>

         Shares that may be acquired more than sixty (60) days from the date
         hereof) of all of the Shares set forth on the signature page hereof.
         Stockholder has sole voting power and the sole power of disposition
         with respect to all such Shares, with no limitations, qualifications or
         restrictions on such rights, subject to applicable federal securities
         laws and the terms of this Agreement. Stockholder is the sole record
         holder (as reflected in the records maintained by IntegraMed's transfer
         agent for IntegraMed Common Stock) of all such Shares.

             (b) Power;  Binding Agreement.  Stockholder has the legal capacity,
         power and  authority  to enter into and  perform  all of  Stockholder's
         obligations   under  this  Agreement.   The  execution,   delivery  and
         performance of this  Agreement by Stockholder  will not violate (i) any
         agreement or court order to which Stockholder is a party or is subject,
         including,  without limitation, any voting agreement or voting trust or
         (ii) any Law of any Governmental  Entity.  This Agreement has been duly
         and validly  executed and delivered by  Stockholder  and  constitutes a
         valid  and  binding  agreement  of  Stockholder,   enforceable  against
         Stockholder in accordance with its terms.

             (c) No Consents.  The execution  and delivery of this  Agreement by
         Stockholder  does  not,  and  the  performance  by  Stockholder  of its
         obligations  hereunder  will not,  require  Stockholder  to obtain  any
         consent,  approval,  authorization  or permit of, or to make any filing
         with or notification to, any Governmental Entity.

6.       No Ownership Interest. Nothing contained in this Agreement shall be
         deemed to vest in IntegraMed any direct or indirect ownership or
         incidence of ownership of or with respect to any Shares. Except as
         provided in this Agreement, all rights, ownership and economic benefits
         relating to the Shares shall remain vested in and belong to applicable
         Stockholders.

         7. Stockholder Notification of Acquisition of Additional Shares. At all
times  during the period  commencing  with the  execution  and  delivery of this
Agreement and  continuing  until the Expiration  Date,  each  Stockholder  shall
promptly notify  IntegraMed of the number of any additional shares of IntegraMed
Common  Stock  and  the  number  and  type of any  other  voting  securities  of
IntegraMed acquired by such Stockholder, if any, after the date hereof.

         8. IntegraMed Stop Transfer Instructions.  At all times commencing with
the execution and delivery of this Agreement and continuing until the Expiration
Date, IntegraMed shall not register the Transfer (by book-entry or otherwise) of
any certificate or uncertificated interest representing any of the Shares unless
such  Transfer  is  made  pursuant  to and in  compliance  with  the  terms  and
conditions of this Agreement.  IntegraMed  shall instruct the transfer agent for
IntegraMed  Common Stock (the  "Transfer  Agent") not to  Transfer,  at any time
commencing  with the  execution and delivery of this  Agreement  and  continuing
until  the  Expiration   Date,  any  certificate  or   uncertificated   interest
representing  any of the Shares unless and until the Transfer Agent has received
IntegraMed's consent to effect any such Transfer.

         9.  Termination.   This  Agreement  shall  terminate   immediately  and
automatically,  without  any action on the part of any party  hereto,  as of the
Expiration Date.

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<PAGE>

         10. Directors and Officers.  Notwithstanding anything in this Agreement
to the  contrary,  if a  Stockholder  is a director  or  officer of  IntegraMed,
nothing contained in this Agreement shall prohibit such director or officer from
acting in his/her  capacity  as such or from taking such action as a director or
officer  of  IntegraMed  that may be  required  on the part of such  person as a
director or officer of IntegraMed.

         11. Miscellaneous.

             (a)  Entire  Agreement.   This  Agreement  and  the  documents  and
         instruments   and  other   agreements   among  the  parties  hereto  as
         contemplated by or referred to herein,  constitute the entire agreement
         among the  parties  with  respect  to the  subject  matter  hereof  and
         supersede all prior  agreements  and  understandings,  both written and
         oral, among the parties with respect to the subject matter hereof.

             (b) Certain Events.  This Agreement and the  obligations  hereunder
         shall  attach to all of the Shares and shall be binding upon any person
         to whom legal or beneficial  ownership of any of the Shares shall pass,
         whether by operation of law or otherwise.  Notwithstanding any Transfer
         of any of the  Shares,  the  transferor  shall  remain  liable  for the
         performance of all obligations of the transferor  under this Agreement.
         Notwithstanding  the foregoing or anything to the contrary set forth in
         this Agreement,  this Agreement and the obligations hereunder shall not
         attach to any  Shares  that are  Transferred,  and shall not be binding
         upon any person to whom  legal or  beneficial  ownership  of any of the
         Shares shall pass, in any Transfer effected by Stockholder  pursuant to
         the last sentence of Section 2 of this Agreement.

             (c) Assignment. No party may assign either this Agreement or any of
         its  rights,  interests,  or  obligations  hereunder  without the prior
         written  approval of the other  parties.  Any  purported  assignment in
         violation of this Section shall be void.

             (d)  Amendments,  Waivers,  Etc. This Agreement may not be amended,
         changed,  supplemented,  waived or  otherwise  modified or  terminated,
         except upon the execution and delivery of a written agreement  executed
         by the parties hereto.

             (e) Notices. All notices and other  communications  hereunder shall
         be in  writing  and  shall  be  deemed  duly  given  (i) on the date of
         delivery if delivered  personally,  (ii) on the date of confirmation of
         receipt (or, the first  business day following such receipt if the date
         is not a business day) of transmission by telecopy or telefacsimile, or
         (iii) on the date of  confirmation  of receipt (or, the first  business
         day  following  such  receipt  if the  date is not a  business  day) if
         delivered  by a  nationally  recognized  courier  service.  All notices
         hereunder  shall be delivered  as set forth below,  or pursuant to such
         other  instructions  as may be  designated  in  writing by the party to
         receive such notice:

             (i) if to IntegraMed, to:

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<PAGE>

                  IntegraMed America, Inc.
                  Two Manhattanville Rd.
                  Purchase, NY 10577
                  Attn:  Jay Higham, CEO, President
                  Facsimile No.:  914-253-8010

                  With a copy to:

                  Dorsey & Whitney LLP
                  250 Park Avenue
                  New York, New York 10177
                  Attn:  Steven Khadavi
                  Facsimile No.:  212-953-7201



             (ii) if to a  Stockholder,  to the  address for notice set forth on
         the signature page hereof

                  with copies to:

                  McDermott Will & Emery LLP
                  227 W. Monroe Street
                  Chicago, Illinois  60606
                  Attn:  Lisa M. Kaderabek
                  Facsimile:  312-984-7700

             (f) Severability. In the event that any provision of this Agreement
         or the  application  thereof,  becomes  or is  declared  by a court  of
         competent  jurisdiction  to be  illegal,  void  or  unenforceable,  the
         remainder of this  Agreement will continue in full force and effect and
         the  application  of such  provision to other Persons or  circumstances
         will be  interpreted  so as  reasonably  to  effect  the  intent of the
         parties  hereto.  The  parties  further  agree to replace  such void or
         unenforceable  provision of this Agreement with a valid and enforceable
         provision  that will  achieve,  to the greatest  extent  possible,  the
         economic,  business  and other  purposes of such void or  unenforceable
         provision.

             (g) No Waiver.  The  failure of any party  hereto to  exercise  any
         right,  power or remedy  provided  under this  Agreement  or  otherwise
         available  in  respect  hereof at law or in equity,  or to insist  upon
         compliance  by any other party hereto with its  obligations  hereunder,
         and any custom or practice  of the  parties at variance  with the terms
         hereof,  shall not  constitute  a waiver by such  party of its right to
         exercise  any such or other  right,  power or remedy or to demand  such
         compliance.

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<PAGE>

             (h) Governing Law;  Venue.  This Agreement shall be governed by and
         construed  in  accordance  with  the  laws of the  State  of  Delaware,
         regardless  of the laws that might  otherwise  govern under  applicable
         principles of conflicts of law thereof.  The parties hereby irrevocably
         submit to the  jurisdiction  of the courts of the State of Delaware and
         the Federal courts of the United States of America located in the State
         of Delaware solely in respect of the  interpretation and enforcement of
         the  provisions of this  Agreement and of the documents  referred to in
         this Agreement, and in respect of the transactions contemplated hereby,
         and hereby waive, and agree not to assert,  as a defense in any action,
         suit or proceeding for the  interpretation or enforcement  hereof or of
         any such document,  that it is not subject thereto or that such action,
         suit or proceeding  may not be brought or is not  maintainable  in said
         courts or that the venue  thereof may not be  appropriate  or that this
         Agreement  or any  such  document  may  not be  enforced  in or by such
         courts,  and the parties hereto  irrevocably agree that all claims with
         respect to such action or proceeding  shall be heard and  determined in
         such a Delaware state or federal  court.  The parties hereby consent to
         and grant any such court  jurisdiction  over the person of such parties
         and over the subject  matter of such  dispute and agree that mailing of
         process  or  other  papers  in  connection  with  any  such  action  or
         proceeding  in the manner  provided in Section  11(e) hereof or in such
         other manner as may be permitted by applicable  law, shall be valid and
         sufficient service thereof.

             (i) Other Remedies; Specific Performance.

                 (i) Other Remedies.  Except as otherwise  provided herein,  any
             and all remedies  herein  expressly  conferred upon a party will be
             deemed  cumulative  with  and not  exclusive  of any  other  remedy
             conferred  hereby,  or by law or equity  upon such  party,  and the
             exercise  by a party  of any  one  remedy  will  not  preclude  the
             exercise  of any  other  remedy.  The  parties  hereto  agree  that
             irreparable  damage  would  occur  in  the  event  that  any of the
             provisions of this Agreement were not performed in accordance  with
             their specific terms or were otherwise breached.

             (ii)  Specific  Performance.  It is  accordingly  agreed  that  the
         parties  shall be  entitled to seek an  injunction  or  injunctions  to
         prevent  breaches of this  Agreement  and to enforce  specifically  the
         terms and  provisions  hereof in any court of the United  States or any
         state having  jurisdiction,  this being in addition to any other remedy
         to which they are entitled at law or in equity.

             (j) Waiver of Jury  Trial.  EACH PARTY  HERETO  HEREBY  IRREVOCABLY
         WAIVES  ALL  RIGHT  TO  TRIAL  BY JURY  IN ANY  ACTION,  PROCEEDING  OR
         COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT
         OF OR RELATING TO THIS  AGREEMENT OR THE ACTIONS OF  INTEGRAMED  IN THE
         NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

             (k)  Counterparts.  This Agreement may be executed in any number of
         counterparts,  all of  which  shall  be  considered  one and  the  same
         agreement and shall become effective when one or more counterparts have
         been signed by each of the parties and delivered to the other party, it
         being understood that all parties need not sign the same counterpart.

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<PAGE>

             (l)  Further  Assurances.  At the  request  of any party to another
         party or parties to this  Agreement,  such other party or parties shall
         execute  and  deliver  such  instruments  or  documents  to evidence or
         further  effectuate  (but not to  enlarge)  the  respective  rights and
         obligations   of  the  parties  and  to  evidence  and  effectuate  any
         termination of this Agreement.


                         [Remainder of page left blank]



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<PAGE>



         IN WITNESS WHEREOF, the undersigned have executed, or caused this
Voting Agreement to be executed by a duly authorized officer, as of the date
first written above.



                                  INTEGRAMED AMERICA, INC.

                                  By:/s/Jay Higham
                                     ---------------------
                                  Name: Jay Higham
                                  Title:President & CEO

                                  STOCKHOLDERS:

                                  D. BRIAN MCDONAGH, M.D. TRUST
                                  DATED MAY 1, 2004

                                  Signature:/s/D. Brian McDonagh
                                               -----------------
                                  Name:       D. Brian McDonagh, Trustee
                                  Address:
                                  Facsimile No.:

                                  Shares beneficially Owned:

                                        _______ IntegraMed common shares


                                  KUSH K. AGARWAL LIVING TRUST

                                  Signature:/s/Kush K. Agarwal
                                            ---------------------------
                                  Name:        Kush K. Agarwal, Trustee
                                  Address:     109 Covington Court,
                                               Oak Brook, Illinois 60523
                                  Facsimile No.: (630) 887-0578
                                                 --------------

                                  Shares beneficially Owned:

                                        _______ IntegraMed common shares






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