EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is made and entered into August
8, 2007 by and between IntegraMed America, Inc., a Delaware corporation, having
its principal place of business at Two Manhattanville Road, Purchase, New York
10577 ("Company"), and Kush K. Agarwal, a resident of the state of Illinois,
residing at 109 Covington Court, Oak Brook, Illinois 60523 ("Employee"), for the
purpose of setting forth the terms and conditions of Employee's employment by
the Company and to protect the Company's interests, confidential information,
trade secrets and other proprietary information and to obtain assurance that
Employee will not compete with Company or solicit its customers or its other
employees during the term of employment and for a reasonable period of time
after termination of employment pursuant to this Agreement. This Agreement
contains the complete agreement between the parties and supersedes any prior
understandings, agreements or representations by or between the parties, written
or oral, which may have related to the subject matter hereof in any way.

                                    Recitals:

         WHEREAS, the Company desires to employ Employee as President and Chief
Executive Officer of Company's wholly-owned subsidiary, Vein Clinics of America,
Inc. ("VCA"), and Employee desires to accept and serve in that capacity; and

         WHEREAS, Employee understands that such employment is expressly
conditioned on execution of this Agreement; and

         WHEREAS, Company desires to employ Employee to render services for
Company on the terms and conditions set forth in this Agreement, and Employee
desires to be retained and employed by Company pursuant to such terms and
conditions.

         NOW, THEREFORE, in consideration of Employee's employment by Company
and the foregoing premises, the mutual covenants set forth below and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Company and Employee agree as follows:

                             Article I. Definitions

         1.1 "Agreement" means this Employment  Agreement,  as from time to time
amended.

         1.2 "Base Salary" means the total annual cash compensation payable on a
regular  periodic basis,  without regard to taxes and other items withheld,  and
excluding  all  types of  incentive  pay,  all  forms of stock or  equity  based
compensation,  fringe benefits,  special pay or awards, commissions and bonuses.
Base  Salary  shall  include  amounts  contributed  by  Employee  to a qualified
retirement  plan,  nonqualified  deferred  compensation  plan  or  similar  plan
sponsored by the Company, but it shall not include earnings on those amounts.
<PAGE>

         1.3 "Board" means the Board of Directors of Company.

         1.4 "Cause" means:

                  (a) the  gross  neglect  or  willful  failure  or  refusal  of
         Employee to perform  Employee's  duties  hereunder (other than for Good
         Reason or as a result of Employee's Disability);

                  (b)  perpetration  of an intentional and knowing fraud against
         or  affecting  Company  or any  customer,  supplier,  client,  agent or
         employee thereof;

                  (c)  any  willful  or   intentional   act  that   injures  the
         reputation, business or business relationships of Company or Employee's
         reputation or business relationships;

                  (d)  conviction  (including  conviction  on a nolo  contendere
         plea) of a felony or any crime  involving  fraud,  dishonesty  or moral
         turpitude; or

                  (e) the breach by Employee of any material  covenant set forth
         in this Agreement  (including without  limitation the  Confidentiality,
         Non-compete or Inventions provisions of the Agreement).

                  For purposes of this Section 1.4, no act, or failure to act,
         on Employee's part shall be considered "willful," "intentional" or
         "deliberate" unless done, or omitted to be done, by Employee in bad
         faith and without reasonable belief that Employee's action or omission
         was in, or not opposed to, the best interest of Company. Any act, or
         failure to act, based upon authority given pursuant to a resolution
         duly adopted by the Board or based upon the advice of counsel for
         Company shall be conclusively presumed to be done, or omitted to be
         done, by Employee in good faith and in the best interests of Company.

         1.5 "Change of Control"  means the  occurrence  of any of the following
events:

                  (a) When any "Person" (as such term is used in Sections  13(d)
         and 14(d) of the  Securities  Exchange  Act of 1934,  as amended) is or
         becomes  the  "Beneficial  Owner" (as  defined in Rule 13d-3 under said
         Act),  directly or  indirectly,  of securities of Company  representing
         more than fifty percent (50%) of the total voting power  represented by
         Company's then outstanding  voting  securities  without the approval of
         the Board; or

                  (b) The  merger or  consolidation  of  Company  whether or not
         approved by the Board, other than a merger or consolidation which would
         result in the  voting  securities  of Company  outstanding  immediately
         prior thereto continuing to represent (either by remaining  outstanding
         or by being converted into voting  securities of the surviving  entity)
         at least fifty percent (50%) of the total voting power  represented  by
         the voting  securities of Company or such surviving entity  outstanding
         immediately after such merger or consolidation,  or the shareholders of


                                  Page 2 of 21
<PAGE>

         Company  approve  a plan  of  complete  liquidation  of  Company  or an
         agreement   for  the  sale  or   disposition   by  Company  of  all  or
         substantially all of Company's assets; or

                  (c) One or more changes in the  aggregate  composition  of the
         Board as a result of which  individuals,  who,  as of the date  hereof,
         constitute  Company's  Board (the  "Incumbent  Board"),  together  with
         Employee (based on Employee's election to the Board pursuant to Section
         2.1),  subsequently  cease  for any  reason  to  constitute  at least a
         majority of Company's  Board;  provided,  however,  that any individual
         becoming a director of Company  subsequent  to the date  hereof,  whose
         election, or nomination for election by Company's  stockholders,  shall
         have been  approved by a vote of at least a majority  of the  directors
         then  constituting  the  Incumbent  Board shall be considered as though
         such individual is a member of the Incumbent  Board, but excluding as a
         member  of the  Incumbent  Board,  any such  individual  whose  initial
         assumption  of office  is in  connection  with an actual or  threatened
         election  contest relating to the election of the directors of Company;
         and provided further that, if one or more events which would constitute
         or  reasonably  be deemed  likely  to cause or  result in a "Change  of
         Control"  should occur,  but Employee shall have approved such event(s)
         either  in  writing  or by vote at a meeting  of  Company's  Board,  no
         "Change of Control"  shall be deemed to have  occurred  for purposes of
         this Agreement.

         1.6 "Company"  means,  as the context  requires,  all of the following,
jointly and severally: (a) IntegraMed America, Inc.; (b) VCA (c) any Subsidiary;
and (d) any successor by merger, consolidation, purchase or otherwise.

         1.7"Confidential Information" means any and all information in whatever
form, whether written, electronically stored, orally transmitted or memorized
pertaining to: Trade Secrets; customer lists, records and other information
regarding customers; price lists and pricing policies, financial plans, records,
ledgers and information; purchase orders, agreements and related data; business
development plans; products and technologies; product tests; manufacturing
costs; product or service pricing; sales and marketing plans; research and
development plans; personnel and employment records, files, data and policies
(regardless of whether the information pertains to Employee or other employees
of Company); tax or financial information; business and sales methods and
operations; business correspondence, memoranda and other records; Inventions,
improvements and discoveries; processes and methods; and business operations and
related data formulae; computer records and related data; know-how, research and
development; trademark, technology, technical information, copyrighted material;
and any other confidential or proprietary data and information which Employee
encounters during employment, all of which are held, possessed and/or owned by
the Company and all of which are continually used in the operations and business
of Company. Confidential Information does not include information which (i) now
is or hereafter enters the public domain not as a result of a breach of this
Agreement by Employee; or (ii) is disclosed to Employee by a third party which
has the legal right to disclose such information.



                                  Page 3 of 21
<PAGE>

         1.8  "Disability"  means  Employee's  inability,  due to a physical  or
mental  impairment,  to  perform  the  essential  functions  of  the  Employee's
position, where such disability shall exist for an aggregate period of more than
120 days in any 365-day  period or for any period of 90  consecutive  days.

         1.9 "Employee" means Kush K. Agarwal.

         1.10 "Good Reason" means:

                  (a) Company effects a material  diminution of Employee's title
         or duties;

                  (b) the failure by Company,  or its successor,  if any, to pay
         compensation or provide benefits or perquisites to Employee as and when
         required by the terms of this Agreement;

                  (c) any material breach by Company of this Agreement;

                  (d) any requirement that Employee perform duties inconsistent
         with those of a senior executive officer holding Employee's titles;

                  (e) the failure, refusal or inability of the Company to
         maintain in full force and effect directors and officers errors and
         omissions insurance, or similar security for claims brought against
         Employee as a result of Employee's good-faith performance of Employee's
         duties; and provided Employee has not approved either in Employee's
         role as President & CEO of VCA or member of the Board any action not to
         maintain in full force and effect directors and officers errors and
         omissions insurance;

                  (f) the failure of the Company to remain in full and timely
         compliance with reporting requirements under the Federal Securities
         laws; provided Employee has not approved either in Employee's role as
         President & CEO of VCA or member of the Board any action not to
         maintain compliance with reporting requirements under the Federal
         Securities laws; or

                  (g) the failure, refusal or inability of the Company to make
         tax payments the liability for which may fall upon Employee; provided
         Employee has not approved either in Employee's role as President & CEO
         of VCA or a member of the Board any action not to make tax payments the
         liability for which may fall upon Employee.

         1.11  "Invention"  means  any  idea,  invention,  software,  technique,
modification, process, development, design, know-how, data, formula, improvement
or similar items, whether or not reduced to writing or stored  electronically or
otherwise,  whether patentable or unpatentable and whether or not protectable by
patent,  trademark,  copyright  or other  intellectual  property  law,  which is
created,  conceived  or  developed  by Employee or under  Employee's  direction,
whether  solely or with  others,  during or  within 12 months  after  Employee's
employment  by Company,  which is based upon or otherwise  derives from or makes
use of the  Confidential  or  Proprietary  Information.  Employee shall promptly
disclose  any  Employee  Invention  to  Company  in  writing.   Employee  hereby
acknowledges that any and all of said Inventions are the property of Company and
hereby assigns and agrees to assign to Company any and all of Employee's  right,
title and interest in and to any and all of said Inventions.

                                  Page 4 of 21
<PAGE>

         1.12 "Plan" means any bonus or incentive compensation agreement,  plan,
program,  policy or  arrangement  sponsored,  maintained  or  contributed  to by
Company,  to which  Company is a party or under which  employees  of Company are
covered,  including,  without limitation,  any stock option, restricted stock or
any other equity based compensation plan, and any employee benefit plan, such as
a thrift,  pension,  profit sharing,  deferred  compensation,  medical,  dental,
disability,  accident, life insurance, automobile allowance,  perquisite, fringe
benefit,  vacation,  sick or parental  leave,  severance or  relocation  plan or
policy or any other agreement,  plan, program, policy or arrangement intended to
benefit employees or executive officers of Company.

         1.13 "Proprietary  Information"  means any and all confidential  and/or
proprietary  knowledge,  data or information of Company or used in the research,
development or marketing of Company's technology or business, including, but not
limited  to,  (a) Trade  Secrets,  Inventions,  mask  works,  ideas,  processes,
formulas,  source and object codes, data, programs,  customer lists, other works
of authorship, know-how, improvements,  discoveries,  developments,  designs and
techniques; and (b) information regarding plans for research,  development,  new
products,  marketing  and  selling,  business  plans,  budgets  and  unpublished
financial statements,  licenses,  prices and costs, suppliers and customers; and
(c)  information  regarding the skills and  compensation  of other  employees of
Company.  Notwithstanding  the  foregoing,  it is  understood  that, at all such
times,  Employee will be free to use information  that is generally known in the
trade or industry,  that is not gained as a result of a breach of this Agreement
and Employee's own, skill, knowledge, know-how and experience to whatever extent
and in whichever way Employee desires.

         1.14  "Subsidiary"  means any  corporation at least a majority of whose
securities  having  ordinary  voting power for the election of directors  (other
than  securities  having  such  power  only by  reason  of the  occurrence  of a
contingency) is at the time owned by Company and/or one or more Subsidiaries.

         1.15 "Trade Secrets" means any information  (including any compilation,
device,  method,  technique or process) that: (a) derives  independent  economic
value,  actual or potential,  from not being  generally  known to, and not being
readily  ascertainable by proper means by, other persons who can obtain economic
value from its  disclosure  or use,  and (b) is the subject of efforts  that are
reasonable under the  circumstances to maintain its secrecy.  The existence of a
Trade  Secret will not be negated  merely  because a person has acquired a Trade
Secret  without  express or specific  notice that it is a Trade Secret if, under
all the  circumstances,  such person  knows or has reason to know that the party
who owns the  information  or has disclosed it intends or expects the secrecy of
the type of  information  comprising  the Trade Secret to be  maintained.  Trade
Secret



                                  Page 5 of 21
<PAGE>


   information includes information of Company, its customers, suppliers, joint
   ventures, licensors, licensees, distributors and other entities with which
   Company does business.

         1.16 "Term" means the period  commencing August 8, 2007 and terminating
in accordance with this Agreement.

                    Article II. Employment, Term, and Duties

         2.1  Employment.  Company hereby employs  Employee as President & Chief
Executive  Officer of Vein Clinics of America,  Inc., and Employee  accepts such
employment  and agrees to perform  services  for Company for the period and upon
the other terms and conditions set forth in this Agreement. Employee will report
to the President & CEO of IntegraMed America, Inc. or any successor company.

         2.2 Term. The Term of this  Agreement  shall commence on August 8, 2007
and shall continue until terminated in accordance with this Agreement.  Employee
agrees not  terminate  this  Agreement  without cause for the first two years of
this Agreement.

         2.3 Position and Duties.

                  2.3.1 Service with Company. During the Term, Employee agrees
         to perform such duties and responsibilities that are consistent with
         the position of a senior executive officer holding Employee's titles
         and (a) as are set forth for that position in the By-laws of VCA; (b)
         as set forth in the position description for the President and Chief
         Executive Officer of VCA; (c) as the Board shall assign to the Employee
         from time to time; and (d) that the Employee undertakes or accepts
         consistent with Employee's position. Employee acknowledges and agrees
         that, from time to time, Employee will be required to perform duties
         with respect to one or more of the Company's subsidiary or affiliate
         companies and that Employee will not be entitled to any additional
         compensation for performing those duties.

         Employee also agrees to serve, for any period for which Employee is
         elected, as a director of Company; provided, however, that Employee
         shall not be entitled to any additional compensation for serving as a
         director.

         Employee understands that Employee's duties may include substantial
         travel, and Employee agrees to engage in such travel as is required to
         further Company's business objectives.

                  2.3.2 Performance of Duties. During the Term, Employee agrees
         to serve Company faithfully and to the best of Employee's ability and
         to devote Employee's full business time, attention and efforts to the
         business and affairs of Company (exclusive of any period of vacation,
         sick, disability or other leave to which Employee is entitled) during
         normal business hours. Employee, prior to the date hereof, has resigned
         as CEO of Hair Today Gone Tomorrow, but will remain a member of the
         Board of Directors and a shareholder with no day-to-day involvement of
         said business.


                                  Page 6 of 21
<PAGE>

                  (a) Employee will comply with all rules, policies and
         procedures of Company, to the extent consistent with applicable law, as
         modified from time to time, including without limitation, rules and
         procedures set forth in Company's employee handbook, supervisor's
         manuals and operating manuals provided, that to the extent such
         policies and procedures are inconsistent with this Agreement, the
         provisions of this Agreement shall control.

                  (b) Employee will perform all of Employee's responsibilities
         in compliance with all applicable laws and will use Employee's best
         efforts in good faith to ensure that the operations that Employee
         manages are in compliance with all applicable laws.

                  (c) Employee hereby confirms that Employee is under no
         contractual commitments inconsistent with Employee's obligations set
         forth in this Agreement and that during the Term, Employee will not
         render or perform services for any other corporation, firm, entity or
         person that are inconsistent with the provisions of this Agreement,
         whether or not such activity is pursued for gain, profit or other
         pecuniary advantage.

                  (d) Employee agrees that, during the Term, Employee will not
         render or perform any services for any other corporation, firm, social
         organization, entity or person without the written consent of the
         President & CEO of IntegraMed. With approval Employee shall be entitled
         to hold up to two (2) positions on the Boards of Director of entities
         that do not compete with Company and shall be entitled to engage in
         charitable enterprises, provided that Employee's activities in
         connection with such Board of Director positions and/or charitable
         enterprises do not in any way interfere with the performance of
         Employee's duties to Company.

                Article III. Compensation, Benefits and Expenses

         3.1 Base  Salary.  Subject  to the  provisions  of  Article  IV of this
Agreement,  during the Term,  Company  shall pay  Employee  a Base  Salary at an
annual  rate  that  is  not  less  than  Two  Hundred  Fifty  Thousand   Dollars
($250,000.00) or such higher annual rate as may from time to time be approved by
the Board,  such Base Salary to be paid in substantially  equal regular periodic
payments, less deductions and withholdings, in accordance with Company's regular
payroll procedures,  policies and practices as such may be modified from time to
time.  Employee shall be eligible,  at the Board's sole  discretion,  for annual
salary  increases  consistent  with such  procedures,  policies  and  practices.
Employee's  Base Salary shall be reviewed for potential  adjustment on the basis
of  performance  from time to time, but in all events not less  frequently  than
annually.

         3.2 Equity  Grants.  Employee  will be eligible for  consideration  for
grants  of  equity in the  Company  and in  conformity  with the  practices  and
procedures of the Company as in effect at such time.


                                  Page 7 of 21
<PAGE>

         3.3 Participation in Benefits. During the Term of Employee's employment
by Company, Employee shall be entitled to participate in the employee benefits
offered generally by Company to its employees, to the extent that Employee's
position, tenure, salary, health and other qualifications make Employee eligible
to participate. Without limiting the foregoing, Employee shall be eligible to
participate in any pension plan, or group life, health or accident insurance or
any such other plan or policy that may presently be in effect or that may
hereafter be adopted by the Company for the benefit of its employees and
corporate officers generally. Employee's participation in such benefits shall be
subject to the terms of the applicable plans, as the same may be amended from
time to time. Company does not guarantee the adoption or continuance of any
particular employee benefit during Employee's employment, and nothing in this
Agreement is intended to, or shall in any way restrict the right of Company, to
amend, modify or terminate any of its benefits during the Term of this
Agreement.

         3.4 Expenses. In accordance with Company's normal policies for expense
reimbursement, Company will reimburse Employee for all reasonable and necessary
expenses incurred by Employee in the performance of Employee's duties under this
Agreement, subject to the presentment of receipts or other documentation
acceptable to Company.

         3.5 De Minimis Personal Expenses. Employee shall be permitted to use
   Company equipment, such as telephones, copy machines and facsimile machines,
   for de minimis personal matters.

         3.6 Office and Facilities. During the Term, Company shall furnish
   Employee with office space at least equivalent in size, quality, furnishings
   and in other respects to the office space provided as of the date of this
   Agreement, and full-time secretarial service, together with such other
   reasonable facilities and services as are suitable, necessary and
   appropriate.

         3.7  Vacation.  For the duration of  Employee's  employment  under this
Agreement,  Employee will be provided such holidays,  sick leave and vacation as
Company makes available to its management level employees generally.

         3.8 Right of Set-off. By accepting this Agreement, Employee consents to
a deduction from any amounts  Company owes Employee from time to time (including
amounts  owed to Employee  as wages or other  compensation,  fringe  benefits or
vacation pay, as well as any other amounts owed to Employee by Company),  to the
extent of the amounts Employee may owe to Company; provided,  however, that this
set-off right shall not include any amounts owed pursuant to the Stock  Purchase
Agreement by and among  Company,  IDVC  Acquisition  Co., VCA and other  parties
thereto dated August 8, 2007.  Whether or not Company elects to make any set-off
in whole or in part,  if Company  does not  recover by means of set-off the full
amount  Employee may owe it,  calculated as set forth above,  Employee agrees to
pay immediately the unpaid balance to Company.



                                  Page 8 of 21
<PAGE>


         Article IV. Termination and Compensation Following Termination

         4.1 Termination.  Subject to the respective  continuing  obligations of
the parties under this Agreement,  the Term and Employee's  employment hereunder
may  be   terminated   prior  to  the  end  of  the  Term  under  the  following
circumstances:

                  4.1.1  Cessation  of Company  Business.  In the event  Company
         ceases doing business.

                  4.1.2 Mutual  Agreement.  By mutual  written  agreement of the
         parties at any time.

                  4.1.3 Death.  In the event of  Employee's  death in accordance
         with the provisions of Section 4.4 (b).

                  4.1.4  Employee's  Disability.  In the event Employee  becomes
         disabled, as defined in Section 1.8.

                  4.1.5 Termination by Company for Cause. Company may terminate
         this Agreement and Employee's employment hereunder for Cause at any
         time after providing written notice to Employee.

                  4.1.6  Termination  By Employee For Good Reason.  Employee may
         terminate  Employee's  employment  hereunder for Good Reason.  Employee
         shall have Good Reason to terminate  Employee's  employment only if (i)
         within 10 days following the Employee's  actual  knowledge of the event
         which  the  Employee  determines  constitutes  Good  Reason,   Employee
         notifies  the Company in writing  that  Employee  has  determined  Good
         Reason exists and specifies  the event  creating Good Reason,  and (ii)
         following  receipt of such  notice,  the  Company  fails to remedy such
         event  within 30 days.  If either  condition  is not met,  the Employee
         shall not have a Good Reason to terminate his employment.

                  4.1.7  Termination  by  Company  Without  Cause.  Company  may
         terminate  Employee's  employment hereunder at any time for any reason,
         including  a Change in Control,  or no reason and with 30 days  written
         notice.

                  4.1.8 Termination by Employee Without Good Reason.  After this
         Agreement has been in effect for two years,  the Employee may terminate
         Employee's  employment hereunder at any time for any reason,  including
         Change  in  Control,  or no  reason  and with 30 days  written  notice.
         Company may, at its option,  accelerate  such  termination  date to any
         date at least two weeks after Employee's notice of termination. Company
         may also, at its option,  relieve  Employee of all duties and authority
         after notice of termination has been provided.

                                  Page 9 of 21
<PAGE>

         4.2 Effect of  Termination.  Notwithstanding  any  termination  of this
Agreement and/or Employee's employment with Company,  Employee, in consideration
of Employee's employment hereunder to the date of such termination, shall remain
bound by the provisions of this Agreement that  specifically  relate to periods,
activities or  obligations  upon or subsequent to the  termination of Employee's
employment,  including,  but not limited to, the covenants contained in Articles
V, VI and VII of this Agreement.

         4.3 Surrender of Records and Property.  Upon  termination of Employee's
employment with Company, Employee shall deliver promptly to Company all records,
manuals, books, blank forms, documents,  letters,  memoranda,  notes, notebooks,
reports, computer disks, computer software,  computer programs (including source
code, object code, on-line files, documentation, testing materials and plans and
reports), designs, drawings, sketches, devices, specifications,  formulae, data,
tables or calculations  or copies thereof,  which are the property of Company or
any  subsidiary  or  affiliate  or  which  relate  in any  way to the  business,
products,  practices or  techniques  of Company or any  Subsidiary or affiliate,
Trade Secrets, Inventions, Confidential Information, Proprietary Information and
all other  property of Company or any  Subsidiary  or  affiliate.  Employee  may
retain copies of such materials  provided  Employee does not utilize the same in
violation of the provisions of this Agreement.

         4.4 Compensation  Following  Termination.  In the event that Employee's
employment  hereunder  is  terminated,  Employee  shall be entitled  only to the
following compensation and benefits upon such termination:

                  (a) Termination by Mutual Agreement or Employee For No Reason.
         In the event that  Employee's  employment  is  terminated  by reason of
         mutual  agreement  or by the  Employee  for no reason,  Company  shall,
         within 14 calendar days  following  the date of  Employee's  employment
         termination,  pay to Employee  any  amounts  due to  Employee  for Base
         Salary  through the date of employment  termination,  together with any
         other unpaid and pro rata  amounts to which  Employee is entitled as of
         the  date  of  termination  pursuant  to  Section  3.1 or  3.2 of  this
         Agreement,  including,  without  limitation,  amounts that  Employee is
         entitled to under any benefit  plan of the Company in  accordance  with
         the terms of such plan.  Employee  will have no rights to any  unvested
         benefits or any other  compensation  or  payments  coming due after the
         date of Employee's employment termination.

                  (b)  Termination by Reason of Employee's  Death or Disability.
         In the event that  Employee's  employment  is  terminated  by reason of
         Employee's death or Disability,  the Company shall,  within 30 calendar
         days following the date of Employee's  employment  termination,  pay to
         Employee,  Employee's spouse or Employee's  estate, as the case may be,
         any  amounts  due to  Employee  for  Base  Salary  through  the date of
         employment  termination,  together  with any other  unpaid and pro rata
         amounts to which  Employee is  entitled  as of the date of  termination
         pursuant to Section 3.1 or 3.2 of this  Agreement,  including,  without
         limitation, amounts that Employee is entitled to under any benefit plan
         of the Company in accordance with the terms of such plan. Employee will


                                 Page 10 of 21
<PAGE>

         have no rights to any unvested  benefits or any other  compensation  or
         payments   coming   due  after  the  date  of   Employee's   employment
         termination.

                  (c)  Termination  by Company for Cause or by Employee  Without
         Good Reason. If the Employee's  employment is terminated by the Company
         for Cause or the Employee  voluntarily  terminates  employment  without
         Good Reason,  the Company shall,  within 14 calendar days following the
         date of Employee's employment termination,  pay to the Employee (i) any
         Base  Salary  earned  but not  paid  through  the  date  of  Employee's
         employment  termination,  plus (ii) the amount of any other benefits to
         which Employee is legally  entitled as of such date under the terms and
         conditions  of any benefit  plans of the  Company in which  Employee is
         participating as of such date, plus (iii) earned,  but unpaid Bonus, up
         to the date of termination,  including any hold-back  amount that would
         have  been  paid  at year  end.  The  Company  shall  have  no  further
         obligations under this Agreement.

                  (d)  Termination  by Employee for Good Reason;  Termination by
         the  Company  Without  Cause;  Termination  by Reason of  Cessation  of
         Company Business. In the event that Employee's employment is terminated
         by  Employee  for Good  Reason or by the  Company  without  Cause or by
         reason of cessation of the Company's business, Company shall, within 30
         calendar days following the date of Employee's  employment  termination
         pay to Employee the following:

                      (i) any  accrued  but unpaid  Base  Salary (as  determined
                  pursuant to Section 3.1) for services  rendered to the date of
                  termination;

                      (ii)  any  accrued  but  unpaid  expenses  required  to be
                  reimbursed pursuant to Sections 3.8 and 3.9;

                      (iii)  the  pro-rata  monetary  equivalent  of any  unused
                  vacation days accrued to the date of termination;

                      (iv) a lump  sum  amount,  less  authorized  and  required
                  withholdings,  due to  Employee  for Base Salary for a 3-month
                  period following termination; and

                      (v) Upon  payment of the amounts  provided  for in Section
                  4.4(d)(i)-(iv),  the Company shall have no further obligations
                  under  this  Agreement.  As a  condition  for  such  payments,
                  Employee  shall  execute  and  deliver  a written  release  to
                  Company.

                  (e) Termination by Employee for Good Reason Following Change
         of Control; Termination by the Company Without Cause Following Change
         of Control. In the event that (i) Employee's employment is terminated
         either by Company without Cause or by Employee for Good Reason, and
         (ii) a Change of Control (as defined in Article I) has occurred within
         the 18-month period preceding the date of such termination, Company
         shall pay the following amounts to Employee within 30 days following
         Employee's termination:

                                 Page 11 of 21
<PAGE>

                      (i) any  accrued  but unpaid  Base  Salary (as  determined
                  pursuant to Section 3.1) for services  rendered to the date of
                  termination;

                      (ii)  any  accrued  but  unpaid  expenses  required  to be
                  reimbursed pursuant to Sections 3.8 and 3.9;

                      (iii)  the  pro-rata  monetary  equivalent  of any  unused
                  vacation days accrued to the date of termination;

                      (iv) a lump  sum  amount,  less  authorized  and  required
                  withholdings,  due to Employee  for Base Salary for a 12-month
                  period following termination;

                      (v) a lump sum amount,  less  required  withholdings,  due
                  Employee  for  Employee's  Bonus  for the  year in  which  the
                  termination occurs.

                            (vi) Upon payment of the amounts provided for in
                  Section 4.4(e)(i)-(v), the Company shall have no further
                  obligations under this Agreement. As a condition for such
                  payments, Employee shall execute and deliver a written release
                  to Company.

         Employee  shall not be entitled to any payment  under clause (d) or (e)
above if Employee is or has at any time been in breach of any covenant contained
in Articles V, VI and VII of this Agreement.

         4.5  Benefits.  Except as  otherwise  provided in this  Agreement,  the
benefits to which Employee (or, as applicable,  Employee's spouse or estate) may
be entitled upon  termination  pursuant to the plans,  policies and arrangements
specified  in Section  3.3 of this  Agreement  shall be  determined  and paid in
accordance with the terms of such plans, policies and arrangements.

         4.6  No  Mitigation  Obligation.  Employee  shall  not be  required  to
mitigate damages or the amount of any payment provided to Employee under Section
4.4 of this Agreement by seeking other  employment or otherwise,  nor shall, the
amount of any payments provided to Employee under this Section 4.4 be reduced by
any  compensation  earned by  Employee  as the result of  employment  by another
employer after the termination of Employee's employment or otherwise.

         4.7 No Other Benefits or Compensation.  Except as may be provided under
this Agreement, under the terms of any incentive compensation,  employee benefit
or fringe benefit plan  applicable to Employee at the time of the termination of
Employee's  employment,  Employee  shall  have no right  to  receive  any  other
compensation or to participate in any other plan,  arrangement or benefit,  with
respect to any future period after such termination or resignation.


                                 Page 12 of 21
<PAGE>


                      Article V. Confidential Information

         5.1  Purpose  and Scope.  Company  will,  in the  course of  Employee's
employment,  rely upon  Employee  for and impart and  disclose  to  Employee  in
confidence Confidential Information. Employee acknowledges that Company operates
in a competitive  environment and that Company has an interest in protecting its
Confidential  Information.  In consideration of Employee's employment hereunder,
Employee agrees to (1) maintain the  confidentiality  of Company's  Confidential
Information;  (2) use  Company's  Confidential  Information  for  the  exclusive
benefit of Company;  (3) assign ownership of all Inventions to Company;  and (4)
not to compete  with  Company.  Employee  further  acknowledges  and agrees that
Employee's   employment   hereunder,   Employee's   compensation  and  benefits,
Employee's access to Company's  Confidential  Information,  Employee's access to
customers and other good and valuable  consideration  associated with Employee's
employment  with  Company,   provide  good  and  sufficient   consideration  for
Employee's obligations under this Agreement.

         5.2 Confidential  Information.  Employee understands and agrees that as
an  employee  of  Company,  Employee  will  receive or  contribute  Confidential
Information.  Employee  agrees that at all times during the period of Employee's
employment and after the termination thereof for any reason whatsoever, Employee
shall keep secret  Confidential  Information  and that  Employee will not use or
make known the same to any person,  firm or corporation  without first obtaining
the  written   consent  of  Company.   Employee   acknowledges   that  Company's
Confidential  Information constitutes a unique and valuable asset of Company and
represents a substantial  investment of time and expense by Company and that any
disclosure or other use of such knowledge or information other than for the sole
benefit  of  Company  would be  wrongful  and would  cause  irreparable  harm to
Company.  The foregoing  obligations of  confidentiality  shall not apply to any
knowledge or  information  that is now  published or that  subsequently  becomes
generally  publicly  known in the form in which it was  obtained  from  Company,
other than as a direct or  indirect  result of the breach of this  Agreement  by
Employee.

         5.3  Value  to  Company  of  the  Confidential  Information.   Employee
understands and agrees that:

                  (a) the Confidential Information,  whether or not developed by
         Employee, shall at all times be Company's exclusive property;

                  (b) the Confidential Information has unique, unusual, original
         and  proprietary  qualities and features  that must remain  private and
         confidential;

                  (c) the Confidential Information is not generally available to
         the public;

                  (d)  the  Confidential   Information  has  been  compiled  and
         developed  by Company at great  expense and over an extended  period of
         time and is continuously used in the business of Company;

                                 Page 13 of 21
<PAGE>

                  (e) the Confidential  Information  gives Company a competitive
         advantage  over other  businesses  in its  industry  and has actual and
         potential  economic value to Company,  all of which would be damaged or
         destroyed  if any of the  Confidential  Information  were  obtained by,
         disclosed to or used by any person or entity other than Company;

                  (f)   Employee's   promises   herein  do  not   constitute  an
         unreasonable  hardship  to  Employee  in  working  for  Company  or  in
         obtaining other employment;

                  (g) if Employee  breaches any or all of the  promises  herein,
         Company shall suffer immediate, material, immeasurable,  continuing and
         irreparable  damage and harm, the remedies at law for Employee's breach
         shall be inadequate  (and  Employee  hereby waives the claim or defense
         that an adequate remedy at law is available). Company shall be entitled
         to injunctive  relief against Employee in addition to any and all other
         legal or equitable remedies  (including,  but not limited to, an action
         and judgment for damages),  and Employee hereby waives and relinquishes
         any  requirement  that Company  post a bond or other  security for such
         injunctive relief;

                  (h) the  existence  and  economic  survival of Company  depend
         directly upon Employee's  adherence to Employee's promises made herein;
         and

                  (i) if  Employee  had not agreed to the  restrictive  promises
         herein pertaining to Company, Company would not have employed Employee,
         would  not  permit   Employee  to  obtain  and  use  the   Confidential
         Information and would not have signed this Agreement.

         (b)  Nondisclosure.  At all  times  during  Employee's  employment  and
thereafter,  Employee  will  hold  in the  strictest  confidence  and  will  not
disclose,   use,   lecture  upon  or  publish  any  of  Company's   Confidential
Information, except as such disclosure, use or publication may be disclosed as a
result of the legal process or subpoena,  required in connection with Employee's
work for Company or unless  Company  expressly  authorizes  such  disclosure  in
writing.  Employee will obtain Company's  written approval before  publishing or
submitting for  publication  any material  (written,  verbal or otherwise)  that
relates to  Employee's  work at Company  and/or  incorporates  any  Confidential
Information.  Employee hereby assigns to Company any rights Employee may have or
acquire  in  the  Confidential   Information  and  recognize  that  all  of  the
Confidential  Information  is and shall be the sole  property of Company and its
successors and assigns.

         (c) Return of Company Documents and Tangible Property.  When Employee's
employment  with  Company  comes to an end for any reason,  or at any other time
Company so requests, Employee will immediately return to Company all records and
any compositions,  articles,  devices,  equipment,  software, programs and other
items that  disclose or contain  Confidential  Information.  This  includes  all
copies or specimens in Employee's  possession whether prepared or made by others
or Employee.

                                 Page 14 of 21
<PAGE>

         (d) Third Party Information.  Employee understands,  in addition,  that
Company  has  received  and  in the  future  will  receive  from  third  parties
confidential or Proprietary Information ("Third Party Information"),  subject to
a duty on  Company's  part to maintain the  confidentiality  of such Third Party
Information  and to use such Third Party  Information  only for certain  limited
purposes. At all times during Employee's employment with Company and thereafter,
Employee will hold all Third Party  Information in the strictest  confidence and
will not disclose to anyone (other than Company  personnel who need to know such
Third  Party  Information  in  connection  with their work for  Company) or use,
except in  connection  with  Employee's  work for Company,  any such Third Party
Information  unless expressly  authorized by an officer of Company in writing in
advance

                             Article VI. Inventions

         6.1 Disclosure of Information. As part of Employee's duties to Company,
Employee  agrees  that during  employment  by Company and for a period of twelve
(12) months following termination of employment,  for whatever reason,  Employee
shall  promptly  disclose  in writing to Company all  Inventions,  as defined in
Section  1.11,  and whether or not  reduced to  practice,  which are  conceived,
developed,  made or acquired by Employee,  either  individually  or jointly with
others, and which relate to the business, products or services of Company or its
Affiliates,  irrespective of whether  Employee used Company's time or facilities
and irrespective of whether such Invention was conceived,  developed, discovered
or  acquired  by Employee  on the job,  at home or  elsewhere.  This  obligation
extends to all types of information,  ideas and concepts, including information,
ideas and concepts relating to new types of services,  corporate  opportunities,
acquisition  prospects,  the identity of key representatives  within acquisition
prospect  organizations,  prospective  names  or  service  marks  for  Company's
business activities and the like.

         6.2  Assignment  of  Inventions.   All  Inventions   developed   during
Employee's period of employment and for a period of twelve (12) months following
the  termination of  employment,  for whatever  reason,  which are based upon or
otherwise  derives  from  or  makes  use  of  the  Confidential  or  Proprietary
Information,  are and  shall be the  sole and  exclusive  property  of  Company.
Furthermore,  all drawings,  memoranda,  notes, records, files,  correspondence,
manuals, models, specifications,  computer programs, maps and all other writings
or  materials  of  any  type  embodying  such  information,   ideas,   concepts,
improvements, discoveries and Inventions are and shall be the sole and exclusive
property of the Company. Employee hereby specifically sells, assigns,  transfers
and conveys to Company all  worldwide  right,  title and  interest in and to all
such information, ideas, concepts, improvements,  discoveries or Inventions, and
any United States or foreign applications for patents,  inventor's  certificates
or other  industrial  rights  that may be filed in  respect  thereof,  including
divisions,  continuations,  continuations-in-part,  reissues  and/or  extensions
thereof,  and  applications  for  registration  of such names and service marks.
Employee  shall assist Company and its nominee at all times during the period of
employment  and  thereafter  in  the  protection  of  such  information,  ideas,


                                 Page 15 of 21
<PAGE>

concepts, improvements, discoveries or Inventions, both in the United States and
all foreign countries,  which assistance shall include, but shall not be limited
to, the execution of all lawful oaths and all assignment  documents requested by
Company or its nominee in connection with the preparation, prosecution, issuance
or enforcement of any  application  for United States or foreign letters patent,
including  divisions,  continuations,  continuations-in-part,   reissues  and/or
extensions  thereof,  and any application for the registration of such names and
service marks.

         6.3 Prior  Inventions.  If Employee  made,  conceived  or acquired  any
Inventions  before  Company  employed  Employee,  Employee shall list them on an
attachment  to  this  Agreement,  and  they  shall  remain  Employee's,  and not
Company's, property.

         6.4 Works for Hire.  Employee  acknowledges  that all original works of
authorship that are made by Employee  (solely or jointly with others) within the
scope  of  Employee's  employment  with  Company  and that  are  protectable  by
copyright  shall be deemed to be "works  made for hire,"  pursuant to the United
States Copyright Act (17 U.S.C.  Section 101) and all interest,  right and title
to such works made for hire shall be owned by Company.

         6.5 Enforcement of Proprietary Rights; Power of Attorney. Employee will
assist Company in every proper way to obtain, and from time to time enforce, all
United  States and foreign  proprietary  rights  relating to the  Inventions  or
Company Inventions in any and all countries. To that end, Employee will execute,
verify and  deliver  such  documents  and  perform  such  other acts  (including
appearances  as a witness)  as the  Company  may  reasonably  request for use in
applying for, obtaining, perfecting,  evidencing,  sustaining and enforcing such
proprietary rights and the assignment  thereof.  In addition,  the Employee will
execute, verify and deliver assignments of such proprietary rights to Company or
its  designee.   Employee's   obligation  to  assist  Company  with  respect  to
Proprietary  Rights relating to Inventions or Company  Inventions in any and all
countries shall continue beyond the  termination of Employee's  employment,  but
Company shall compensate  Employee at a reasonable rate after the termination of
Employee's  employment  with  Company  for the time  actually  spent by Employee
assisting Company at its request. In the event Company is unable for any reason,
after  reasonable  effort,  to secure  Employee's  signature  on any document or
instrument  needed  in  connection  with  the  actions  specified  above in this
Section,  Employee hereby  irrevocably  designates and appoints  Company and its
duly  authorized  officers and agents as Employee's  agent and attorney in fact,
which  appointment  is coupled  with an interest,  to act for and on  Employee's
behalf to execute,  verify and file any such documents or instruments  and to do
all other  lawfully  permitted  acts to further the purposes of this Section 6.5
with the same legal force and effect as if executed by Employee. Employee hereby
waives and quitclaims to Company any and all claims,  of any nature  whatsoever,
that Employee now has or may hereafter have for  infringement of any proprietary
rights or Company Inventions assigned hereunder to Company.

               Article VII. Non-competition and Non-solicitation

         7.1 Non-competition  Covenant.  Company and Employee agree that, solely
due to Employee's  position  with Company,  Employee will have access to certain


                                 Page 16 of 21
<PAGE>

Confidential  Information of Company.  Employee  acknowledges  that Company will
only release this  Confidential  Information upon the receipt of assurances that
Employee  will  not  use  the   information  to  Company's   disadvantage   and,
accordingly, agrees to the following provisions.

         (a) Agreement Not to Compete.  During the Term of Employee's employment
by  Company,  and  for a  period  of 24  consecutive  months  from  the  date of
termination of such employment in the event such termination is for cause by the
Company  or  without  cause  by  Employee,   Employee  shall  not,  directly  or
indirectly,  in  any  place  in  the  United  States,  render  services  to  any
conflicting  organization,  or engage in competition with Company, in any manner
or capacity, nor direct any other individual or business enterprise to engage in
competition  with  Company  in any manner or  capacity,  (e.g.,  as an  advisor,
principal, agent, partner, officer, director, stockholder of more than 1% of the
outstanding shares of the capital stock of a publicly traded company,  employee,
member of any  association  or limited  liability  company or  otherwise) on any
products competitive with Company's existing products,  any products competitive
with Company's  announced  products or any products  competitive  with Company's
pending  products that have not yet been  announced  but which  Employee has, or
should have, actual or constructive knowledge. For the purposes of this Section,
"conflicting organization" shall be defined as any person, corporation or entity
that  competes  with any  product,  process or service,  in  existence  or under
development,  of Company. Further, for purposes of this Section, in the event of
Employee's termination for any other reason,  Employee agrees for a period of 12
consecutive  months from the date of  termination  not to directly or indirectly
compete with Company.

         (b) Agreement Not to Solicit.  During the Term of Employee's employment
by  Company,  and  for a  period  of 24  consecutive  months  from  the  date of
termination  of such  employment  for whatever  reason  (whether  occasioned  by
Employee  or  Company),  Employee  shall not,  directly or  indirectly,  divert,
solicit or accept business from any client or prospective client of Company that
was solicited or serviced  directly by Employee,  or that  Employee  supervised,
directly  or  indirectly,  in whole or in part,  the  solicitation  or  services
activities related to such clients or prospects. Employee shall not, directly or
indirectly,  in any way  interfere,  or attempt  to  interfere,  with  Company's
relationships with any of its actual or potential vendors or suppliers.

         (c) Agreement Not to Solicit  Employees.  During the Term of Employee's
employment by Company,  and for a period of 24 consecutive  months from the date
of termination of such  employment,  for whatever reason (whether  occasioned by
Employee or Company),  Employee shall not, directly or indirectly,  hire, engage
or  solicit  any  person,  who was an  employee  of  Company  at the time of the
termination of Employee's  employment by Company, or whose employment terminated
within 12 months prior to Employee's termination of employment and whom Employee
worked or associated with, or supervised, in any manner or capacity,  including,
but not limited to, as an employee, agent, consultant, partner, member, manager,
officer, director, shareholder or otherwise.

         7.2   Acknowledgment.   Employee  agrees  that  the   restrictions  and
agreements contained in this Article VII are reasonable and necessary to protect


                                 Page 17 of 21
<PAGE>

the  legitimate  interests of Company and that any violation of this Article VII
will  cause  substantial  and  irreparable  harm to  Company  that  would not be
quantifiable  and for which no  adequate  remedy  would  exist at law.  Employee
further acknowledges that Employee has requested,  or has had the opportunity to
request,  that legal counsel review this  Agreement,  and having  exhausted such
right,  agrees to the terms herein without  reservation.  Accordingly,  Employee
authorizes  the  issuance  of  injunctive  relief  by any  court of  appropriate
jurisdiction, without the requirement of posting bond, for any violation of this
Article VII.

         7.3 Blue Pencil. In the event that any of the covenants in this Article
VII  shall  be  determined  by  any  court  of  competent   jurisdiction  to  be
unenforceable  by reason of extending for too great a period of time or over too
great a  geographical  area or by  reason of being  too  extensive  in any other
respect,  it shall be  interpreted to extend over the maximum period of time for
which it may be  enforceable  and to the maximum extent in all other respects as
to  which  it  may  be  enforceable,  and  enforced  as so  interpreted,  all as
determined by such court in such action.  Employee  acknowledges the uncertainty
of the law in this respect and expressly stipulates that this Agreement is to be
given the construction  that renders its provisions valid and enforceable to the
maximum extent (not exceeding its express terms) possible under applicable law.

                     Article VIII. Miscellaneous Provisions

         8.1 Tax Consequences. Employee acknowledges and agrees that Company has
made no  representations  or warranties with respect to the tax  consequences of
any of the payments or other consideration provided by Company to Employee under
the  terms of this  Agreement,  and that  Employee  is  solely  responsible  for
Employee's compliance with any and all laws applicable to such payments or other
consideration.

         8.2  Withholding  Taxes.  Company  may  take  such  action  as it deems
appropriate  to  insure  that all  applicable  federal,  state,  city and  other
payroll,  withholding,  income or other  taxes  arising  from any  compensation,
benefits or any other  payments  made pursuant to this  Agreement,  or any other
contract,  agreement or  understanding  that  relates,  in whole or in part,  to
Employee's employment with Company, are withheld or collected from Employee.

         8.3  Company  Remedies.  Employee  acknowledges  and  agrees  that  the
restrictions  and  agreements  contained in this  Agreement are  reasonable  and
necessary to protect the legitimate  interests of Company,  that the services to
be rendered by Employee  hereunder  are of a special,  unique and  extraordinary
character,  that it would be  difficult  to replace  such  services and that any
violation of Article V, VI or VII of this Agreement would be highly injurious to
Company,  that  Employee's  violation  of any of  Article  V, VI and VII of this
Agreement  would cause  Company  irreparable  harm that would not be  adequately
compensated by monetary damages and that the remedy at law for any breach of any
of the provisions of Articles V, VI and VIII will be inadequate.

         8.4 Assignment.  This Agreement shall not be assignable, in whole or in
part,  by any party  without  the  written  consent  of the other  party and any


                                 Page 18 of 21
<PAGE>

purported  or  attempted  assignment  or  transfer of this  Agreement  or any of
Employee's duties, responsibilities or obligations hereunder shall be void. This
Agreement   is   binding   upon   Employee,   Employee's   heirs  and   personal
representatives.  This  Agreement  shall  inure to the benefit of and be binding
upon the Company and its successors and assigns.

         8.5 Notices.  All notices,  requests,  demands and other communications
under  this  Agreement  shall be in  writing,  shall be deemed to have been duly
given on the date of service if personally  served on the parties to whom notice
is to be given,  or on the second day after  mailing if mailed to the parties to
whom notice is given, by first class mail United States  registered or certified
mail,  return  receipt  requested,  postage  prepaid and  properly  addressed as
follows:

         If to Company:             President & CEO
                                    IntegraMed America, Inc.
                                    Two Manhattanville Road
                                    Purchase, New York 10577

         If to Employee:            Kush K. Agarwal
                                    109 Covington Court
                                    Oak Brook, Illinois 60523; or
                                    (Last known address of Employee on record at
                                    the Company)


         Any party may change the address for the purpose of this Section by
giving the other written notice of the new address in the manner set forth
above.

         8.6  Governing  Law.  The  validity,  interpretation,  performance  and
enforcement of this Agreement  shall be governed by the laws of the State of New
York, without regard to conflicts of laws principles thereof.

         8.7  Construction.  Notwithstanding  the general rules of construction,
both  Company and  Employee  acknowledge  that both  parties were given an equal
opportunity to negotiate the terms and conditions  contained in this  Agreement,
and agree that the identity of the drafter of this  Agreement is not relevant to
any interpretation of the terms and conditions of this Agreement.

         8.8  Severability.  In the event any  provision of this  Agreement  (or
portion  thereof)  shall  be  held  illegal  or  invalid  for any  reason,  said
illegality or invalidity shall not in any way affect the legality or validity of
any other provision of this  Agreement.  To the extent any provision (or portion
thereof) of this Agreement shall be determined to be invalid or unenforceable in
any  jurisdiction,  such  provision (or portion  thereof)  shall be deemed to be
deleted from this Agreement as to such  jurisdiction  only, and the validity and
enforceability of the remainder of such provision and of this Agreement shall be
unaffected.

         8.9 Arbitration. Except as provided in subsection 8.9(b), any claims or
disputes  of any  nature  between  the  parties  arising  from or related to the
performance,  breach,  termination,  expiration,  application or meaning of this
Agreement  shall be resolved  exclusively  by  arbitration  before the  American


                                 Page 19 of 21
<PAGE>

Arbitration  Association  in  Westchester  County,  New  York  pursuant  to  the
Association's rules for commercial arbitration.

                  (a) The  decision  of the  arbitrator(s)  shall be  final  and
         binding  upon  both  parties.  Judgment  on the award  rendered  by the
         arbitrators may be entered in any court having jurisdiction thereof. In
         the event of  submission  of any  dispute  to  arbitration,  each party
         shall,  not  later  than  thirty  (30)  days  prior to the date set for
         hearing,  provide to the other party and to the arbitrator(s) a copy of
         all exhibits  upon which the party intends to rely at the hearing and a
         list of all persons whom each party intends to call as witnesses at the
         hearing.

                  (b) This  section  shall  have no  application  to  claims  by
         Company asserting  violation of or seeking to enforce, by injunction or
         otherwise,  the terms of Articles V, VI and VII above.  Such claims may
         be  maintained  by  Company  in a lawsuit  before a court of  competent
         jurisdiction.

         8.10  Disclosure.  Employee  agrees fully and  completely to reveal the
applicable terms of this Agreement to any future employer or potential  employer
of Employee and authorizes Company, at its election, to make such disclosure.

         8.11  Entire  Agreement.  This is the  final,  complete  and  exclusive
agreement of the parties and sets forth the entire agreement between Company and
Employee  with respect to  Employee's  employment  by Company,  and there are no
undertakings,  covenants or  commitments  other than as set forth  therein.  The
Agreement  may not be altered or  amended,  except by a writing  executed by the
party  against  whom  such  alteration  or  amendment  is to be  enforced.  This
Agreement  supersedes,  terminates,  replaces  and  supplants  any and all prior
understandings  or  agreements  between the  parties  relating in any way to the
hiring or employment of Employee by Company or VCA.

         8.12 Counterparts. This Agreement may be simultaneously executed in any
number of counterparts, and such counterparts executed and delivered, each as an
original, shall constitute but one in the same instrument.

         8.13 Captions and Headings. The captions and paragraph headings used in
this  Agreement are for  convenience  of reference only and shall not affect the
construction  or  interpretation  of  this  Agreement  or any of the  provisions
hereof.

         8.14 Survival.  The parties  expressly  acknowledge  and agree that the
provisions  of this  Agreement  that by their  express or implied  terms  extend
beyond  the  expiration  of this  Agreement  or the  termination  of  Employee's
employment  under this  Agreement,  shall  continue  in full  force and  effect,
notwithstanding Employee's termination of employment under this Agreement or the
expiration of this Agreement.

         8.15 Waivers.  No failure on the part of either party to exercise,  and
no delay in exercising,  any right or remedy under this Agreement  shall operate
as a waiver  thereof;  nor shall any single or partial  exercise of any right or
remedy under this Agreement  preclude any other or further  exercise  thereof or


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<PAGE>

the  exercise  of any other  right or remedy  granted  hereby or by any  related
document or by law. No single or partial waiver of rights or remedies hereunder,
nor any course of  conduct of the  parties,  shall be  construed  as a waiver of
rights or remedies by either  party (other than as  expressly  and  specifically
waived).

         8.16 Reliance by Third Parties. This Agreement is intended for the sole
and  exclusive  benefit  of the  parties  hereto  and  their  respective  heirs,
executors,  administrators,  personal representatives,  successors and permitted
assigns,  and no other  person  or entity  shall  have any right to rely on this
Agreement or to claim or derive any benefit therefrom absent the express written
consent of the party to be charged with such reliance or benefits.

         8.17 No Conflicting  Obligations.  Employee  represents that Employee's
performance  of all the terms of this  Agreement  and as an  employee of Company
does not and will not breach any  agreement  to keep in  confidence  information
acquired by Employee in confidence  or in trust prior to  Employee's  employment
with Company.  Employee has not entered into,  and Employee  agrees not to enter
into, any agreement, either written or oral, in conflict with this Agreement.

         8.18  Representation of Employee.  Employee  represents and warrants to
Company that Employee is free to enter into this  Agreement and has no contract,
commitment,  arrangement or understanding to or with any party that restrains or
is in conflict with Employee's performance of the covenants, services and duties
provided for in this Agreement. Employee agrees to indemnify Company and to hold
it  harmless  against  any and all  liabilities  or  claims  arising  out of any
unauthorized  act or acts by Employee  that,  the foregoing  representation  and
warranty to the contrary  notwithstanding,  are in  violation,  or  constitute a
breach, of any such contract, commitment, arrangement or understanding.

         8.19 Read and  Understood.  Employee has read this Agreement  carefully
and  understands  each  of  its  terms  and  conditions.   Employee  has  sought
independent  legal counsel of Employee's  choice to the extent  Employee  deemed
such  advice  necessary  in  connection  with the review and  execution  of this
Agreement.

           IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.

INTEGRAMED AMERICA, INC.

By:/s/Jay Higham
   ------------------------------
      Jay Higham, President & CEO


EMPLOYEE:

/s/Kush K. Agarwal
   ------------------------------
   Kush K. Agarwal


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