FLEET
CAPITAL LEASING

                                     MASTER EQUIPMENT LEASE AGREEMENT NO. 32793


LESSOR:  FLEET CAPITAL CORPORATION            LESSEE:   INTEGRAMED AMERICA, INC.
         A Rhode Island Corporation                     a Delaware Corporation

Address: 50 Kenndey Plaza                    Address:   One Manhattanville Rd.
         Providence, Rhode Island 02903-2305            Purchase, NY 10577-2100

1.   LEASE OF EQUIPMENT
     Subject to the terms and conditions  set forth herein (the "Master  Lease")
and in any Lease Schedule  incorporating the terms of this Master Lease {each, a
"Lease Schedule"),  Lessor agrees to lease to Lessee, and Lessee agrees to lease
from  Lessor,  the items and units of personal  property  described in each such
Lease Schedule,  together with all replacements,  parts, additions,  accessories
and substitutions  therefor  {collectively,  the  "Equipment").  As used in this
Lease, the term "Item of Equipment" shall mean each functionally  integrated and
separately  marketable  group or unit of Equipment  subject to this Lease.  Each
Lease Schedule shall  constitute a separate,  distinct and independent  lease of
Equipment and contractual obligation of Lessee. References to "the Lease," "this
Lease"  or "any  Lease"  shall  mean  and  refer  to any  Lease  Schedule  which
incorporates  the  terms of this  Master  Lease,  together  with  all  exhibits,
addenda,  schedules,  certificates,  riders and other  documents and instruments
executed and  delivered in  connection  with such Lease  Schedule or this Master
Lease,  all as the  same may be  amended  or  modified  from  time to time.  The
Equipment is to be delivered and installed at the location specified or referred
to in the applicable Lease Schedule.  The Equipment shall be deemed to have been
accepted by Lessee for all purposes under this Lease upon Lessor's receipt of an
Acceptance Certificate with respect to such Equipment,  executed by Lessee after
receipt  of all other  documentation  required  by Lessor  with  respect to such
Equipment. Lessor shall not be liable or responsible for any failure or delay in
the delivery of the  Equipment to Lessee for  whatever  reason.  As used in this
Lease, " Acquisition  Cost" shall mean (a) with respect to all Equipment subject
to a Lease Schedule,  the amount set forth as the Acquisition  Cost in the Lease
Schedule and the Acceptance  Certificate  applicable to such Equipment;  and {b)
with respect to any item of Equipment,  the total amount of all vendor or seller
invoices  (including  Lessee  invoices,  if any)  for  such  item of  Equipment,
together with all acquisition fees and costs of delivery, installation,  testing
and related services, accessories,  supplies or attachments procured or financed
by Lessor from vendors or suppliers thereof (including items provided by Lessee}
relating or allocable to such item of Equipment ("Related Expenses"). As used in
this Lease with respect to any Equipment,  the terms"  Acceptance Date," "Rental
Payment(s)," "Rental Payment Date(s)," "Rental Payment Numbers," "Rental Payment
Commencement  Date," "Lease Term" and "Lease Term Commencement  Date" shall have
the  meanings  and  values  assigned  to  them  in the  Lease  Schedule  and the
Acceptance Certificate applicable to such Equipment.

2.   TERM AND RENT
     The Lease Term for any  Equipment  shall be as specified in the  applicable
Lease  Schedule.  Rental  Payments  shall be in the amounts and shall be due and
payable  as set  forth  in the  applicable  Lease  Schedule.  Lessee  shall,  in
addition,  pay  interim  rent to Lessor on a pro-rata,  per-diem  basis from the
Acceptance Date to the Lease Term  Commencement Date set forth in the applicable
Acceptance  Certificate,  payable on such Lease Term  Commencement  Date. If any
rent or other amount payable  hereunder  shall not be paid within 10 days of the
date when due, Lessee shall pay as an  administrative  and late charge an amount
equal to1.5% of the amount of any such  overdue  payment.  In  addition,  Lessee
shall pay overdue interest on any delinquent  payment or other amounts due under
the Lease (by reason of  acceleration  or otherwise)  from 30 days after the due
date until paid at the rate of 1 1/2% per month or the maximum amount  permitted
by applicable law,  whichever is lower.  All payments to be made to Lessor shall
be made to Lessor in immediately  available funds at the address shown above, or
at such other  place as Lessor  shall  specify to Lessee in  writing.  THIS IS A
NON-CANCELABLE,  NON-  TERMINABLE  LEASE OF EQUIPMENT  FOR THE ENTIRE LEASE TERM
PROVIDED IN EACH LEASE SCHEDULE HERETO.

3.   POSSESSION; PERSONAL PROPERTY
     No right,  title or interest in the  Equipment  shall pass to Lessee  other
than the right to maintain  possession  and use of the  Equipment  for the Lease
Term (provided no Event of Default has occurred) free from  interference  by any
person claiming by, through,  or under Lessor. The Equipment shall always remain
personal  property even though the Equipment  may hereafter  become  attached or
affixed to real  property.  Lessee agrees to give and record such notices and to
take such other  action at its own  expense as may be  necessary  to prevent any
third party  (other than an assignee  of Lessor)  from  acquiring  or having the
right under any  circumstances  to acquire any interest in the Equipment or this
Lease.

<PAGE>

4.   DISCLAIMER OF WARRANTIES
     LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT, NOR THE AGEENT
THEREOF; AND MAKES NO EXPHESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO ANY
MATTER  WHATSOEVER,  INCLUDING WITHOUT  LIMITATION,  THE  MERCHANTABILITY OF THE
EQUIPMENT,  ITS FITNESS FOR A PARTICULAR PURPOSE,  ITS DESIGN OR CONDITION,  ITS
CAPACITY OR  DURABILITY,  THE  QUALITY OF THE  MATERIAL  OR  WORKMANSHIP  IN THE
MANUFACTURE OR ASSEMBLY OF THE EQUIPMENT,  OR THE CONFORMITY OF THE EQUIPMENT TO
THE PROVISIONS AND  SPECIFICATIONS  OF ANY PURCHASE ORDER RELATING  THERETO,  OR
PATENT INFRINGEMENTS,  AND LESSOR HEREBY DISCLAIMS ANY SUCH WARRANTY.  LESSOR IS
NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT,  DEFECTS THEREIN OR
FAILURES IN THE OPERATION THEREOF. Lessee has made the selection of each item of
Equipment and the manufacturer and/or supplier thereof based on its own judgment
and expressly disclaims any reliance upon any statements or representations made
by Lessor. For so long as no Event of Default (or event or condition which, with
the passage of time or giving of notice,  or both, would become such an Event of
Default) has occurred and is continuing, Lessee shall be the beneficiary of, and
shall be entitled to, all rights under any applicable manufacturer's or vendor's
warranties with respect to the Equipment, to the extent permitted by law.

     If the  Equipment is not  delivered,  is not properly  installed,  does not
operate as warranted,  becomes  obsolete,  or is  unsatisfactory  for any reason
whatsoever,  Lessee shall make all claims on account  thereof solely against the
manufacturer or supplier and not against Lessor,  and Lessee shall  nevertheless
pay all rentals  and other sums  payable  hereunder.  Lessee  acknowledges  that
neither  the   manufacturer  or  supplier  of  the  Equipment,   nor  any  sales
representative  or agent  thereof,  is an agent of Lessor,  and no  agreement or
representation  as to the  Equipment  or any  other  matter  by any  such  sales
representative  or agent of the manufacturer or supplier shall in any way affect
Lessee's obligations hereunder.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS
     Lessee represents and warrants to and covenants with Lessor that:

     (a) Lessee has the form of  business  organization  indicated  above and is
duly  organized and existing in good standing under the laws of the state listed
in the  caption  of this  Master  Lease  and is duly  qualified  to do  business
wherever necessary to carryon its present business and operations and to own its
property; (b) this Lease has been duly authorized by all necessary action on the
part of Lessee  consistent with its form of  organization,  does not require any
further  shareholder or partner  approval,  does not require the approval of, or
the  giving  notice  to,  any  federal,  state,  local or  foreign  governmental
authority and does not  contravene  any law binding on Lessee or contravene  any
certificate or articles of incorporation  or by-laws or partnership  certificate
or agreement,  or any agreement,  indenture, or other instrument to which Lessee
is a party or by which it may be bound;  (c} this  Lease has been duly  executed
and  delivered by  authorized  officers or partners of Lessee and  constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms; (d) Lessee has not and will not, directly or indirectly, create, incur or
permit to exist any lien, encumbrance,  mortgage, pledge, attachment or security
interest on or with  respect to the  Equipment  or this Lease  (except  those of
persons  claiming by, through or under  Lessor);  (e) the Equipment will be used
solely in the conduct of Lessee's business and will remain in the location shown
on the applicable  Lease Schedule unless Lessor  otherwise agrees in writing and
Lessee has completed all notifications, filings, recordings and other actions in
such new location as Lessor may reasonably  request to protect Lessor's interest
in the Equipment;  (f) there are no pending or threatened actions or proceedings
before any court or  administrative  agency which  materially  adversely  affect
Lessee's financial condition or operations,  and all credit, financial and other
information  provided  by  Lessee  or at  Lessee's  direction  is,  and all such
information  hereafter  furnished  will be accurate  and  complete in ~ material
respects;  and (g)  Lessor  has  not  selected,  manufactured  or  supplied  the
Equipment to Lessee and has  acquired any  Equipment  subject  hereto  solely in
connection with this Lease and Lessee has received and approved the terms of any
purchase order or agreement with respect to the Equipment.

<PAGE>

6.   INDEMNITY
     Lessee  assumes the risk of liability  for, and hereby  agrees ~O indemnify
and hold safe and harmless,  and  covenants to defend,  Lessor,  its  employees,
servants  and agents  from and  against:  (a) any and all  liabilities,  losses,
damages, claims and expenses (including legal expenses of every kind and nature)
arising out of the manufacture, purchase, shipment and delivery of the Equipment
to Lessee, acceptance or rejection,  ownership, titling, registration,  leasing,
possession,  operation,  use,  return  or other  disposition  of the  Equipment,
including,  without  limitation,  any liabilities  that may arise from patent or
latent defects in the Equipment  (whether or not  discoverable  by Lessee),  any
claims  based on absolute  tort  liability  or warranty  and any claims based on
patent,  trademark or copyright infringement;  (b) any and all loss or damage of
or to the Equipment;  and (c) any obligation or liability to the manufacturer or
any supplier of the  Equipment  arising  under any purchase  orders issued by or
assigned to Lessor .

7.   TAXES AND OTHER CHARGES
     Lessee agrees to comply with all laws,  regulations and governmental orders
related to this Lease and to the Equipment and its use or possession, and to pay
when due, and to defend and indemnify  Lessor against  liability for all license
fees, assessments,  and sales, use, property,  excise, privilege and other taxes
(including  any related  interest or  penalties} or other charges or fees now or
hereafter imposed by any governmental body or agency upon any Equipment, or with
respect to the manufacturing, ordering, shipment, purchase, ownership, delivery,
installation,  leasing, Operation, possession, use, return, or other disposition
thereof or the rentals  hereunder (other than taxes on or measured solely by the
net income of Lessor).  Any fees,  taxes or other lawful  charges paid by Lessor
upon failure of Lessee to make such  payments  shall at Lessor's  option  become
immediately due from Lessee to Lessor .

     If any Lease Schedule is denominated as a "True Lease Schedule," then, with
respect to the  Equipment set forth on such True Lease  Schedule.  Lessee hereby
covenants and agrees that Lessor shall be entitled to the following tax benefits
(the "Tax Benefits"),  Lessor will be entitled to cost recovery deductions under
Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using
a 200% declining  balance method of depreciation  switching to the straight line
method for the first  taxable  year for which  such  method  will  yield  larger
depreciation  deductions,  and assuming a half-year  convention and zero salvage
value, for the applicable recovery period for such Equipment as set forth in the
True Lease Schedule with respect to such Equipment.  Lessee further acknowledges
and  agrees  that  Lessor  has  entered  into such True  Lease  Schedule  on the
assumption that Lessor will be taxed throughout the Lease Term of the True Lease
Schedule at Lessor's  federal  corporate income tax rate existing on the date of
such Lease.  Schedule (the" Assumed,  Tax Rate"). If, for any reason whatsoever,
there shall be a loss,  disallowance,  recapture or delay in claiming all or any
portion of the Tax  Benefits  with respect to the  Equipment,  or there shall be
included  in  Lessor's  gross  income  for  Federal,  state or local  income tax
purposes any amount on account of any addition,  modification  or improvement to
or in respect of any of the  Equipment  made or paid for by Lessee,  or if there
shall be a change in the  Assumed Tax Rate (any loss,  disallowance,  recapture,
delay,  inclusion or change being herein called a "Tax Loss"),  then thirty (30)
days  after  written  notice to Lessee by Lessor  that a Tax Loss has  occurred,
Lessee shall pay Lessor a lump sum amount  which,  after  deduction of all taxes
required to be paid by Lessor with respect to the receipt of such  amount,  will
provide Lessor with an amount necessary to maintain Lessor's  after-tax economic
yield and overall net after-tax cash flows at least at the same level that would
have  been  available  if such  Tax Loss had not  occurred,  plus any  interest,
penalties or additions to tax which may be imposed in  connection  with such Tax
Loss, In lieu of paying such Tax Loss in a lump sum, Lessor may require, or upon
Lessee's  request,  may agree, in Lessor's sole  discretion,  that such Tax Loss
shall be paid in equal  periodic  payments over the applicable  remaining  Lease
Term with  respect to such  Equipment  with each Rental  Payment due and payable
with respect to such Equipment.  A Tax Loss shall conclusively be deemed to have
occurred if either (a) a  deficiency  shall have been  proposed by the  Internal
Revenue  Service  or other  taxing  authority  having  jurisdiction,  or (b) tax
counsel  for Lessor has  rendered an opinion to Lessor that such Tax Loss has so
occurred.  The foregoing indemnities and covenants set forth in Sections 6 and 7
of this Master Lease shall  continue in full force and effect and shall  survive
the expiration or earlier termination of the Lease.

<PAGE>

8.   DEFAULT
     Lessee shall be in default of this Lease upon the  occurrence  of anyone or
more of the following events (each an "Event of Default"):

     (a) Lessee shall fail to make any payment, of rent or otherwise,  under any
Lease  within 200 days of the date when due; or (b) Lessee  shall fail to obtain
or maintain any of the insurance  required under any Lease;  or (c) Lessee shall
fail to perform or observe any covenant, condition or agreement under any Lease,
and such failure  continues for 10 days after notice  thereof to Lessee;  or (d)
Lessee  shall  default in the  payment or  perform3nce  of any  indebtedness  or
obligation  to  Lessor or any  affiliated  person,  firm or entity  controlling,
controlled  by or under  Common  control  with  Lessor,  under any  loan,  note,
security  agreement,  lease,  guaranty,  title  retention or  conditional  sales
agreement or any other instrument or agreement evidencing such indebtedness with
Lessor or such other affiliated  person,  firm or entity  affiliated with Lessor
and any applicable grace or cure period with respect thereto has expired; or (e)
any  representation  or warranty  made by Lessee  herein or in any  certificate,
agreement,  statement  or  document  now or  hereafter  furnished  to  Lessor in
connection  herewith,  including without limitation,  any financial  information
disclosed  to Lessor by  Lessee,  shall  prove to be false or  incorrect  in any
material  respect;  or (f) death or  judicial  declaration  of  incompetence  of
Lessee,  it an  individual;  the  commencement  of any  bankruptcy,  insolvency,
arrangement,   reorganization,   receivership,   liquidation  or  other  similar
proceeding by or against Lessee or any of its  properties or businesses,  or the
appointment of a trustee, receiver, liquidator or custodian for Lessee or any of
its  properties  of  business,  or if Lessee  suffers  the entry of an order for
relief under Title 11 of the United  States  Code;  or the making by Lessee of a
general assignment or deed of trust for the benefit of creditors,  or (g) Lessee
shall  default  in any  payment  or other  obligation  equal to or in  excess of
$100,000.00  to any third  party and any  applicable  grace or cure  period with
respect  thereto has expired;  or (h) Lessee shall  terminate  its  existence by
merger, consolidation,  sale of substantially all of its assets or otherwise; or
(i) if Lessee is a  privately  held  corporation,  and more than 50% of Lessee's
voting capital  stock,  or effective  control of Lessee's  voting capital stock,
issued and outstanding from time to time, is not retained by the holders of such
stock  on the  date  of  this  Lease;  or  (j)  if  Lessee  is a  publicly  held
corporation,  there shall be a change in the ownership of Lessee's  stock.  such
that Lessee is no longer subject to the reporting requirements of the Securities
Exchange Act of 1934, or no longer has a class of equity  securities  registered
under  Section 12 of the  Securities  Act of 1933; or (k) any event or condition
set forth in  subsections  (b)  through  (j) of this  Section 8 shall occur with
respect to any guarantor or other person  responsible,  in whole or in part, for
payment or performance  of this Lease;  or (I) any event or condition set f<?rth
in  subsections  (d)  through  (j) sha~1  occur with  respect to any  affiliated
person, firm or entity  controlling,  controlled by or under common control with
Lessee.  Lessee shall  promptly  notify Lessor of the occurrence of any Event of
Default or the occurrence or existence of any event or condition which, upon the
giving of notice of lapse of time, or both, may become an Event of Default.

9.   REMEDIES: MANDATORY PREPAYMENT.
     Upon the occurrence of any Event of Default, Lessor may, at its sole option
and discretion,  exercise one or more of the following  remedies with respect to
any or all of the Equipment:  (a) cause Lessee to promptly  return,  at Lessee's
expense,  any or all  Equipment  to such  location  as Lessor may  designate  in
accordance with the terms of Section 18 of this Master Lease, or Lessor,  at its
option,  may enter upon the  premises  where the  Equipment  is located and take
immediate possession of and remove the same by summary proceedings or otherwise,
all without  liability  to Lessor for or by reason of damage to property or such
entry or taking  possession  except for  Lessor's  gross  negligence  or willful
misconduct; (b) sell any or all Equipment at public or private sale or otherwise
dispose of, hold, use, operate, lease to others or keep idle the Equipment,  all
as Lessor in its sole  discretion  may  determine  and all free and clear of any
rights  of  Lessee;  (c)  remedy  such  default,  including  making  repairs  or
modifications  to the  Equipment,  for the account  and  expense of Lessee,  and
Lessee agrees to reimburse Lessor for all of Lessor's costs and expenses; (d) by
written  notice to Lessee,  terminate the Lease with respect to any or all Lease
Schedules and the Equipment subject thereto, as such notice shall specify,  and,
with  respect  to  such  terminated  Lease  Schedules  and  Equipment,   declare
immediately due and payable and recover from Lessee,  as liquidated  damages for
loss of Lessor's bargain and not as a penalty, an amount equal to the Stipulated
Loss Value,  calculated as of the next following  Rental Payment Date; (e) apply
any  deposit or other cash  collateral  or sale or  remarketing  proceeds of the
Equipment at any time to reduce any amounts due to Lessor,  and (f) exercise any
other right or remedy which may be available to Lessor under  applicable law, or
proceed by  appropriate  court  action to enforce the terms hereof or to recover
damages for the breach hereof,  including  reasonable  attorneys' fees and court
costs.  Notice of Lessor's  intention  to  accelerate,  notice of  acceleration,
notice of nonpayment,  presentment,  protest,  notice of dishonor,  or any other
notice  whatsoever  are  hereby  waived by Lessee and any  endorser,  guarantor,
surety or other party liable in any capacity for any of the Lessee's obligations
under or in respect of the Lease.  No remedy referred to in this Section 9 shall
be exclusive,  but each shall be cumulative  and in addition to any other remedy
referred to above or otherwise available to Lessor at law or in equity.

<PAGE>

     The exercise or pursuit by Lessor of anyone or more of such remedies  shall
not preclude the  simultaneous  or later exercise or pursuit by Lessor of any or
all such other remedies, and all remedies hereunder shall survive termination of
this Lease. At any sale of the Equipment pursuant to this Section 9, Lessor may,
to the extent permitted by law, bid for the Equipment.  Notice required, if any,
of any sale or other  disposition  hereunder by Lessor shall be satisfied by the
mailing of such  notice to Lessee at least  seven (7) days prior to such sale or
other  disposition.  In the event  Lessor takes  possession  and disposes of the
Equipment,  the  proceeds  of any  such  disposition  shall  be  applied  in the
following order: (1} to all of Lessor's costs,  charges and expenses incurred in
taking, removing,  holding,  repairing and selling or leasing the Equipment; (2)
to the extent not previously paid by Lessee,  to pay Lessor for any damages then
remaining unpaid hereunder; (3) to reimburse Lessee for any sums previously paid
by Lessee as damages hereunder;  and (4) the balance,  if any, shall be retained
by Lessor. A termination shall occur only upon written notice by Lessor and only
with  respect  to such  Equipment  as  Lessor  shall  specify  in  such  notice.
Termination  under  this  Section 9 shall not  affect  Lessee's  duty to perform
Lessee's  obligations  hereunder to Lessor in full.  Lessee  agrees to reimburse
Lessor  on  demand  for any and all costs  and  expenses  incurred  by Lessor in
enforcing its rights and remedies hereunder following the occurrence of an Event
of Default, including,  without limitation,  reasonable attorney's fees, and the
costs of repossession,  storage, insuring,  reletting,  selling and disposing of
any and all Equipment.

     The term  "Stipulated  Loss  Value" with  respect to any item of  Equipment
shall mean the Stipulated  Loss Value as set forth in any Schedule of Stipulated
Loss Values  attached to and made a part of the applicable  Lease  Schedule.  If
there is no such Schedule of Stipulated  Loss Values,  then the Stipulated  Loss
Value with respect to any item of  Equipment  on any Rental  Payment Date during
the Lease Term shall be an amount  equal to the sum of: (a) all Rental  Payments
and other  amounts then due and owing to Lessor under the Lease,  together  with
all accrued interest and late charges thereon  calculated  through and including
the date of  payment;  ~ (b} the net present  value of: (i} all Rental  Payments
then  remaining  unpaid for the Lease  Term,  ~ (ii) the amount of any  purchase
obligation  with  respect  to such  item of  Equipment  or,  if there is no such
obligation,  then the fair market  value of such item of Equipment at the end of
the Lease Term, as estimated by Lessor in its sole  discretion  (accounting  for
the amount of any unpaid  Related  Expenses for such item of Equipment and, with
respect to any such item of Equipment  that has been attached to or installed on
or in any  other  property  leased  or  owned by  Lessee,  such  value  shall be
determined on an installed  basis,  in place and in use),  all discounted to net
present value at a discount rate equal to the 1-year Treasury  Constant Maturity
rate as published in the Selected  Interest  Rates table of the Federal  Reserve
statistical  release H.  15(519)  for the week ending  immediately  prior to the
original Acceptance Date for such Equipment.

10.  ADDITIONAL SECURITY
     For so long as any obligations of Lessee shall remain outstanding under any
Lease,  Lessee  hereby  grants to Lessor a security  interest in all of Lessee's
rights in and to  Equipment  subject to such Lease from time to time,  to secure
the  prompt  payment  and  performance  when due (by reason of  acceleration  or
otherwise) of each and every indebtedness, obligation or liability of Lessee, or
any  affiliated  person,  firm, or entity  controlling,  controlled by, or under
common control with Lessee,  owing to Lessor,  whether now existing or hereafter
arising,  including  but not  limited  to all of such  obligations  under  or in
respect of any Lease.  The extent to which  Lessor  shall have a purchase  money
security  interest  in any item of  Equipment  under a Lease  which is deemed to
create a security  interest  under Section 1-201 (37) of the Uniform  Commercial
Code shall be  determined  by  reference  to the  Acquisition  Cost of such item
financed by Lessor.  In order more fully to secure its rental  payments  and all
other obligations to Lessor hereunder, Lessee hereby grants to Lessor a security
interest  in any  deposit of Lessee to Lessor  under  Section  3(d) of any Lease
Schedule  hereto.  Such  security  deposit  shall  not  bear  interest,  may  be
commingled  with other  funds of Lessor  and shall be  immediately  restored  by
Lessee if applied under Section 9. Upon expiration of the term of this Lease and
satisfaction  of all of Lessee's  obligations,  the  security  deposit  shall be
returned to Lessee.  The term  "Lessor" as used in this Section 10 shall include
any affiliated person, firm or entity controlling, controlled by or under common
control with Lessor .

11.  NOTICES
     Any notices or demands  required or  permitted to be given under this Lease
shall be given in writing and by regular  mail and shall become  effective  when
deposited  in the  United  States  mail with  postage  prepaid  to Lessor to the
attention of Customer Accounts, and to Lessee at the address set forth above, or
to such other  address as the party to receive  notice  hereafter  designates by
such written notice.

<PAGE>

12.  USE; MAINTENANCE; INSPECTION; LOSS AND DAMAGE
     During  the Lease Term for each item of  Equipment,  Lessee  shall,  unless
Lessor shall otherwise consent in writing.  (a) permit each item of Equipment to
be used only within the continental United States by qualified  personnel solely
for business  purposes  and the purpose for which it was designed and shall,  at
its sole expense,  service, repair, overhaul and maintain each item of Equipment
in the same condition as when received, ordinary wear and tear excepted, in good
operating  order,  consistent with prudent  industry  practice (but, in no event
less than the same extent to which Lessee  maintains other similar  equipment in
the prudent  management of its assets and properties) and in compliance with all
applicable  laws,  ordinances,  regulations,  and  conditions  of all  insurance
policies  required to be  maintained  by Lessee under the Lease and all manuals,
orders,  recommendations,  instructions and other written requirements as to the
repair  and  maintenance  of such  item of  Equipment  issued at any time by the
vendor and/or manufacturer thereof; (b) maintain  conspicuously on any Equipment
such labels,  plates, decals or other markings as Lessor may reasonably require,
stating  that  Lessor is owner of such  Equipment;  (c)  furnish to Lessor  such
information  concerning  the  condition,  location,  use  and  operation  of the
Equipment as Lessor may request;  (d) permit any person  designated by Lessor to
visit and  inspect  any  Equipment  and any  records  maintained  in  connection
therewith,  during  normal  business  hours and upon prior  notice from Lessor ,
provided,  however,  that the failure of Lessor to inspect the  Equipment  or to
inform  Lessee  of any  noncompliance  shall  not  relieve  Lessee of any of its
obligations   hereunder;   (e)  if  any  Equipment  does  not  comply  with  the
requirements of this Lease,  Lessee shall, within 30 days of written notice from
Lessor,  bring such Equipment into  compliance;  (f) not use any Equipment,  nor
allow the same to be used, for any unlawful purpose,  nor in connection with any
property or material that would  subject the Lessor to any  liability  under any
state or federal statute or regulation pertaining to the production,  transport,
storage, disposal or discharge of hazardous or toxic waste or materials; and (g)
make no additions,  alterations,  modifications  or improvements  (collectively,
"Improvements")  to any item of Equipment that are not readily removable without
causing material damage to such item of Equipment or which will cause the value,
utility or useful life of such item of Equipment to materially  decline.  If any
such  Improvement is made and cannot be removed without causing  material damage
or decline in value,  utility or useful  life (a  "Non-Severable  Improvement"),
then Lessee  warrants that such Non-  Severable  Improvement  shall  immediately
become Lessor's property upon being installed and shall be free and clear of all
liens and encumbrances  and shall become  Equipment  subject to all of the terms
and conditions of the Lease. All such  Improvements  that are not  Non-Severable
Improvements  shall be  removed  by  Lessee  prior to the  return of the item of
Equipment hereunder or such Improvements shall also become the sole and absolute
property of Lessor without any further  payment by Lessor to Lessee and shall be

free and clear of all liens and encumbrances whatsoever. Lessee shall repair all
damage to any item of Equipment  caused by the removal of any  Improvement so as
to restore such item of Equipment to the same  condition  which existed prior to
its installation and as required by this Lease.

     Lessee hereby assumes all risk of loss,  damage or destruction for whatever
reason to the Equipment  from and after the earlier of the date (i) on which the
Equipment  is ordered or (ii) Lessor pays the purchase  price of the  Equipment,
and continuing until the Equipment has been returned to, and accepted by, Lessor
in the condition  required by Section 18 hereof upon the expiration of the Lease
Term. If during the Lease Term all or any portion of an item of Equipment  shall
become lost, stolen,  destroyed,  damaged beyond repair or rendered  permanently
unfit for use for any reason, or in the event of any condemnation, confiscation,
theft or seizure or  requisition  of title to or use of such item,  Lessee shall
immediately  pay to Lessor an amount equal to the Stipulated  Loss Value of such
item of Equipment, as of the next following Rental Payment Date.

<PAGE>

13.  INSURANCE
     Lessee shall  procure and maintain  insurance in such amounts and upon such
terms and with such  companies  as Lessor may  approve,  during the entire Lease
Term and until the  Equipment  has been  returned to, and accepted by, Lessor in
the condition required by Section 18 hereof, at Lessee's expense,  provided that
in no event  shall  such  insurance  be less than the  following  coverages  and
amounts: (a) Worker's  Compensation and Employer's  Liability Insurance,  in the
full statutory  amounts  provided by law; {b)  Comprehensive  General  Liability
Insurance  including  product/completed  operations  and  contractual  liability
coverage,  with  minimum  limits of $1 ,000,000  each  occurrence,  and Combined
Single  Limit Body Injury and  Property  Damage,  $1 ,000,000  aggregate,  where
applicable; and (c) All Risk Physical Damage Insurance, including earthquake and
flood, on each item of Equipment,  in an amount not less than the greater of the
Stipulated  Loss Value of the Equipment or (if available)  its full  replacement
value.  Lessor will be included as an  additional  insured and loss payee as its
interest  may  appear.  Such  policies  shall be  endorsed  to provide  that the
coverage  afforded to Lessor shall not be rescinded,  impaired or invalidated by
any act or neglect  of Lessee.  Lessee  agrees to waive  Lessee's  right and its
insurance carrier's rights of subrogation against Lessor for any and all loss or
damage.

     All policies shall be endorsed or contain a clause requiring the insurer to
furnish  Lessor  with at least 30 days'  prior  written  notice of any  material
change,  cancellation or non-renewal of coverage.  Upon execution of this Lease,
Lessee shall furnish  Lessor with a certificate  of insurance or other  evidence
satisfactory  to Lessor that such  insurance  coverage is in effect.  In case of
failure  of Lessee to procure or  maintain  insurance,  Lessor may at its option
obtain  such  insurance,  the  cost of  which  will be  paid  by the  Lessee  as
additional  rentals.  Lessee  hereby  irrevocably  appoints  Lessor as  Lessee's
attorney-in-fact  to file, settle or adjust, and receive payment of claims under
any such insurance policy and to endorse Lessee's name on any checks,  drafts or
other  instruments  on payment of such  claims.  Lessee  further  agrees to give
Lessor  prompt  notice of any  damage to or loss of the  Equipment,  or any part
thereof.

14.  LIMITATION OF LIABILITY
     Lessor  shall have no liability  in  connection  with or arising out of the
ownership,  leasing,  furnishing,  performance  or use of the  Equipment  or any
special,  indirect,  incidental  or  consequential  damages  of  any  character,
including,   without  limitation,  loss  of  use  of  production  facilities  or
equipment, loss of profits, property damage or lost production, whether suffered
by Lessee or any third party.

15.  FURTHER ASSURANCES
     Lessee shall promptly execute and deliver to Lessor such further  documents
and take such further action as Lessor may require in order to more  effectively
carry out the intent and purpose of this Lease.  Lessee shall provide to Lessor,
within 120 days after the close of each of  Lessee's  fiscal  years,  and,  upon
Lessor's request,  within 45 days of the end of ec.ch quarter of Lessee's fiscal
year, a copy of its financial  statements  prepared in accordance with generally
accepted accounting principles and, in, the case of annual financial statements,
audited  by  independent  certified  public  accountants,  and  in the  case  of
quarterly  financial  statements  certified by Lessee's chief financial officer.
Lessee  shall  execute and deliver to Lessor upon  Lessor's  request any and all
schedules,  forms and other reports and information as Lessor may deem necessary
or  appropriate  to  respond  to  requirements  or  regulations  imposed  by any
governmental  authorities.  Lessee  shall  execute  and  deliver to Lessor  upon
Lessor's  request  such  further  and  additional  documents,   instruments  and
assurances as Lessor deems  necessary (a) to  acknowledge  and confirm,  for the
benefit of Lessor or any assignee or transferee of any of Lessor's rights, title
and interests hereunder {an "Assignee"),  all of the terms and conditions of all
or any part of this  Lease  and  Lessor's  or  Assignee's  rights  with  respect
thereto, and Lessee's compliance with all of the terms and provisions hereof and
(b) to preserve,  protect and perfect  Lessor's or  Assignee's  right,  title or
interest hereunder and in any Equipment, including, without limitation, such UCC
financing  statements or  amendments,  corporate  resolutions,  certificates  of
compliance,  notices of assignment or transfers of interests,  and  restatements
and  reaffirmations  of  Lessee's   obligations  and  its   representations  and
warranties with respect thereto as of the dates requested by Lessor from time to
time.  In  furtherance  thereof,  Lessor  may  file or  record  this  Lease or a
memorandum  or a  photocopy  hereof  (which  for the  purposes  hereof  shall be
effective as a financing  statement) so as to give notice to third parties,  and
Lessee hereby appoints Lessor as its attorney-in-fact to execute, sign, file and
record UCC  financing  statements  and other  lien  recordation  documents  with
respect to the Equipment  where Lessee fails or refuses to do so after  Lessor's
written  request,  and Lessee agrees to payor  reimburse  Lessor for any filing,
recording or stamp fees or taxes arising from any such filings.

<PAGE>

16.  ASSIGNMENT
     This Lease and all rights of Lessor hereunder shall be assignable by Lessor
absolutely or as security,  without  notice to Lessee,  subject to the rights of
Lessee  hereunder for the use and  possession of the Equipment for so long as no
Event of Default has occurred and is continuing  hereunder . Any such assignment
shall  not  relieve  Lessor of its  obligations  hereunder  unless  specifically
assumed  by the  assignee,  and Lessee  agrees it shall not assert any  defense,
rights of set-off or  counterclaim  against any  assignee to which  Lessor shall
have  assigned its rights and interests  hereunder,  nor hold or attempt to hold
such  assignee  liable  for  any of  Lessor's  obligations  hereunder.  No  such
assignment shall materially  increase  Lessee's  obligations  hereunder.  LESSEE
SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE
OR ENTER INTO ANY  SUBLEASE  WITH  RESPECT TO ANY OF THE  EQUIPMENT  WITHOUT THE
EXPRESS PRIOR WRITTEN CONSENT OF LESSOR.

17.  LESSEE'S OBLIGATION UNCONDITIONAL
     This Lease is a net lease and  Lessee  hereby  agrees  that it shall not be
entitled to any abatement of rents or of any other amounts payable  hereunder by
Lessee,  and that its  obligation  to pay all rent and any other  amounts  owing
hereunder  shall  be  absolute  and  unconditional   under  all   circumstances,
including,  without limitation,  the following  circumstances:  (i) any claim by
Lessee to any right of set-off, counterclaim, recoupment, defense or other right
which  Lessee  may have  against  Lessor,  any  seller  or  manufacturer  of any
Equipment or anyone else for any reason  whatsoever;  (ii) the  existence of any
liens,  encumbrances  or  rights  of  others  whatsoever  with  respect  to  any
Equipment,  whether or not resulting  from claims  against Lessor not related to
the  ownership  of such  Equipment;  or (iii) any other  event or  circumstances
whatsoever.  Each Rent Payment or other amount paid by Lessee hereunder shall be
final and Lessee will not seek to recover all or any part of such  payment  from
Lessor for any reason whatsoever.

18.  RETURN OF EQUIPMENT
     Upon the  expiration or earlier  termination of the Lease Term with respect
to any  Equipment,  and  provided  that  Lessee has not  validly  exercised  any
purchase option with respect thereto,  Lessee shall: (a) return the Equipment to
a location and in the manner  designated  by the Lessor  within the  continental
United  States,   including,   as  reasonably   required  by  Lessor,   securing
arrangements  for the  disassembly  and  packing for  shipment by an  authorized
representative of the manufacturer of the Equipment, shipment with all parts and
pieces on a carrier  designated  or  approved  by  Lessor,  and then  reassembly
(including,  if necessary,  repair and overhaul) by such  representative  at the
return  location in the  condition the Equipment is required to be maintained by
the Lease and in such condition as will make the Equipment  immediately  able to
perform all functions for which the  Equipment  was  originally  designed (or as
upgraded   during  the  Lease  Term),   and   immediately   qualified   for  the
manufacturer's (or other authorized servicing  representative's)  then-available
service  contract  or  warranty;  (b) cause the  Equipment  to  qualify  for all
applicable  licenses or permits  necessary  for its  operation  for its intended
purpose and to comply with all  specifications  and  requirements  of applicable
federal,  state and local laws,  regulations and  ordinances;  (c) upon Lessor's
request, provide suitable storage, acceptable to Lessor, for the Equipment for a
period  not to  exceed 1 80 days from the date of  return;  (d)  cooperate  with
Lessor  in  attempting  to  remarket  the  Equipment,   including   display  and
demonstration  of the  Equipment  to  prospective  purchasers  or  lessees,  and
allowing  Lessor to  conduct  any  private  or  public  sale or  auction  of the
Equipment on Lessee's premises. All costs incurred in connection with any of the
foregoing shall be the sole  responsibility of the Lessee.  During any period of
time from the expiration or earlier termination of the Lease until the Equipment
is returned or put into  storage in  accordance  with the  provisions  hereof or
until  Lessor  has  been  paid  the  applicable  purchase  option  price  if any
applicable  purchase  option  is  exercised,  Lessee  agrees  to pay  to  Lessor
additional per diem rent  ("Holdover  Rent"),  payable  promptly on demand in an
amount equal to 125% of the highest  monthly Rental  Payment  payable during the
Lease Term divided by 30, provided,  however,  that nothing contained herein and
no payment of Holdover Rent hereunder  shall relieve Lessee of its obligation to
return the Equipment upon the expiration or earlier termination of the Lease.

19.  RELATED LEASE SCHEDULES
     In the event that any  Equipment  subject to a Lease shall become  attached
to, affixed to, or used in connection with Equipment  subject to any other Lease
hereunder (each a "Related Lease  Schedule"),  Lessee agrees that: (a) if Lessee
elects to exercise  any  purchase  option,  early  termination  option,  renewal
option,  purchase obligation or early purchase option under any Lease; or (b) if
Lessee elects to return the Equipment  under any Lease in accordance  therewith,
then, in either case, Lessor shall have the right, in its discretion, to require
the same disposition for all Equipment subject to a Related Lease Schedule.

<PAGE>

20.  MISCELLANEOUS; ENFORCEABILITY AND GOVERNING LAW.
     The term  "Lessee"  as used in the Lease shall mean and include any and all
Lessees who sign below, each of whom shall be jointly and severally liable under
the Lease.  This Master Lease will not be binding on Lessor  until  accepted and
executed by Lessor,  notice of which is hereby  waived by Lessee.  Any waiver of
the terms hereof shall be  effective  only in the specific  instance and for the
specific purpose given. Time is of the essence in the payment and performance of
all of Lessee's  obligations under the Lease. The captions in this Lease are for
convenience only and shall not define or limit any of the terms hereof .

     Any provisions of this Lease which are  unenforceable  in any  jurisdiction
shall,  as  to  such  jurisdiction,   be  ineffective  to  the  extent  of  such
unenforceability  without  invalidating the remaining provisions hereof, and any
such  unenforceability  in any jurisdiction shall not render  unenforceable such
provisions in any other jurisdiction. To the extent permitted by applicable law,
Lessee  hereby  waives;  (a) any  provisions  of law which render any  provision
hereof  unenforceable  in any respect;  (b) all rights and remedies  under Rhode
Island General Laws Sections 6A-2. 1-508 through 522 or corresponding provisions
of the  Uniform  Commercial  Code  article or  division  pertaining  to personal
property  leasing  in any  jurisdiction  in which  enforcement  of this Lease is
sought.

     THIS  LEASE AND THE LEGAL  RELATIONS  OF THE  PARTIES  HERETO  SHALL IN ALL
RESPECTS BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
OF RHODE  ISLAND,  WITHOUT  REGARD TO  PRINCIPLES  REGARDING  THE CHOICE OF LAW.
LESSEE HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF THE COURTS OF THE ST A
TE OF RHODE  ISLAND AND THE  FEDERAL  DISTRICT  COURT FOR THE  DISTRICT OF RHODE
ISLAND FOR THE PURPOSES OF ANY SUIT,  ACTION OR OTHER PROCEEDING  ARISING OUT OF
ITS OBLIGATIONS HEREUNDER,  AND EXPRESSLY WAIVES ANY OBJECTIONS THAT IT MAY HAVE
TO THE VENUE OF SUCH COURTS. LESSEE HEREBY EXPRESSL Y W AIVES ANY RIGHT TO TRIAL
BY JURY IN ANY ACTION  BROUGHT ON OR WITH  RESPECT TO THIS LEASE.  Any action by
Lessee  against  Lessor for any cause of action  relating to this Lease shall be
brought within one year after any such cause of action first arises.

     THIS LEASE  REPRESENTS THE FINAL AGREEMENT  BETWEEN THE PARTIES  CONCERNING
THE LEASE OF THE  EQUIPMENT  AND MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  BETWEEN THE  PARTIES.  LESSEE
ACKNOWLEDGES  AND CERTIFIES THAT NO SUCH ORAL AGREEMENTS  EXIST.  THIS LEASE MAY
NOT BE  AMENDED,  NOR MAY ANY  RIGHTS  UNDER THE LEASE BE  WAIVED,  EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTY CHARGED WITH SUCH AMENDMENT OR
WAIVER.

Executed and delivered by duly authorized  representatives of the parties hereto
as of the date set forth below.

DA TED AS OF: NOVEMBER 30, 1998

FLEET CAPITAL CORPORATION                   INTEGRAMED AMERICA, INC.

By:    /s/J. Scott Sibley                   By:    /s/Gerardo Canet
       ------------------                          ----------------
Name:  J. Scott Sibley                      Name:  Gerardo Canet
Title: Vice President                       Title: President & CEO



<PAGE>


           FLEET
Capital Leasing

                                                 LEASE SCHEDULE NO. 32793-00001

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

                                            Lessee:    INTEGRAMED AMERICA, INC.
                                           Address:    One Manhattanville Road
                                                       Purchase, NY 10577-2100

     1. This  Lease  schedule  No.  32793-00001  dated as of March  26,  1999 is
entered into pursuant to and  incorporates by this  reference,  all of the terms
and provisions of that certain Master  Equipment Lease Agreement No. 32793 dated
as of November 30, 1998 (the  "Master  Lease"),  for the lease of the  Equipment
described in schedule A attached hereto.  This Lease Schedule shall constitute a
separate,  distinct and  independent  lease of the Equipment and the contractual
obligation  of Lessee.  References to the "the Lease" or "this Lease" shall mean
and  refer to this  Lease  Schedule,  together  with the  Master  Lease  and all
exhibits,  addenda,  schedules,  certificates,  riders and other  documents  and
instruments  executed and delivered in connection with this Lease Schedule,  all
as the same may be amended or modified from time to time. All capitalized  terms
used herein and not defined herein shall have the meanings set forth or referred
to in the Master  Lease.  By it execution  and delivery of this Lease  Schedule,
Lessee hereby  reaffirms all of the  representations,  warranties  and covenants
contained in the Master Lease, as of the date hereof, and further represents and
warrants  to Lessor that no event of Default,  and no event or  condition  which
with notice or the passage of time or both would constitute an Event of Default,
has occurred and is continuing as of the date hereof.

     2. Acquisition Cost. The Acquisition Cost of the Equipment is $531,773.48.

     3. (a) LEASE  TERM.  The Lease Term shall  commence  on the date hereof and
shall continue for a period of 48 months after the Lease Term  Commencement  set
forth in the Acceptance  Certificate to his Lease Schedule,  plus any renewal or
extended term applicable in accordance with the terms of the Lease.

        (b) RENTAL  PAYMENTS.  In addition to interim rent  payable  pursuant to
Section 2 of the Master  Lease,  Lessee shall pay Lessor 48  consecutive  Rental
Payments in the amounts set forth in the  schedule  below,  plus any  applicable
sales/use taxes, commencing on the Rental Payment Commencement Date set forth in
the Acceptance  Certificate and MONTHLY thereafter for the remaining Lease Term.
Each Rental  Payment shall be payable on the same day of the month as the Rental
Payment Date in each  succeeding  rental period during the remaining  Lease Term
(each, a "Rental Payment Date"):

                                                       Amount of Each
         Number of Rental Payments                    Rental Payment

                   48                                   $12,896.15

        (c) ADVANCE RENTAL PAYMENT. Lessee agrees to pay Lessor the first 01 and
last 0 rental Payments, due and payable on the Acceptance Date.

        (d) SECURITY DEPOSIT. Lessee agrees to make a payment in an amount equal
to 0% of  the  Acquisition  Cost  of  the  Equipment,  due  and  payable  on the
Acceptance  Date,  to be held by Lessor as a  non-interest  bearing  deposit  to
secure Lessee's performance under the Lease.

     4. EQUIPMENT LOCATION(S).  The Equipment will be located at the location(s)
specified in Schedule A.

     5. Taxes.  Lessor will invoice  Lessee for all sales,  use and/or  personal
property taxes as and when due and payable in accordance  with  applicable  law,
unless Lessee delivers to Lessor a valid exemption  certificate  with respect to
such   taxes.   Delivery  of  such   certificate   shall   constitute   Lessee's
representation and warranty that no such taxes shall become due and payable with
respect to the Equipment,  and Lessee shall  indemnify and held harmless  Lessor
from and against any and all  liability or damages,  including  late charges and
interest which lessor may incur by reason of the assessment of such taxes.

     6. The Rental  Payments may change for Equipment  accepted  after APRIL 05,
1999.

<PAGE>

     7. EARLY TERMINATION. Upon at least 90 days prior written notice to Lessor,
Lessee  shall  have the right to  terminate  the Lease Term for all but not less
than all of the  Equipment  subject  to this Lease on any  Rental  Payment  Date
designated in such notice (the "Termination  Date") by payment of the Stipulated
Loss Value  determined  in accordance  with  Schedule of Stipulated  Loss Values
attached hereto and made a part hereof. Provided that Lessor shall have received
all amounts  payable  hereunder on the  Termination  Date,  and that no Event of
Default  then exists and is  continuing  under the Lease,  Lessee  shall have no
further  obligation  to make  Rent  payments  hereunder  and  this  Lease  shall
terminate in  accordance  with the  provisions  hereof,  whereupon  Lessor shall
convey all of its right, title and interest in and to the Equipment to lessee as
of the Termination Date, on as "AS-IS," "WHERE-IS" BASIS WITHOUT  REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the
Equipment shall be free and clear of all liens created by Lessor.

     8. For the  purposes of the Lease only,  the fourth  sentence of the second
paragraph of Section 9 to the Master Lease is hereby  deleted and replaced  with
the following:

     "In the event Lessor takes  possession and disposes of the  Equipment,  the
     proceeds of any such  disposition  shall be applied in the following order:
     (1) to all of  Lessor's  costs,  charges and  expenses  incurred in taking,
     removing,  holding,  repairing and selling or leasing the Equipment; (2) to
     the extent not  previously  paid by Lessee,  to pay lessor for any  damages
     then remaining unpaid hereunder and to pay any other  Obligations  (defined
     below) then due and owing to lessor;  (3) to reimburse  lessee for any sums
     previously  paid by lessee as damages  hereunder;  and (4) the balance,  if
     any, shall be distributed to lessee."

As used in  this  Lease,  the  term  "Obligations"  means  all  indebtedness  or
liabilities of Lessee under or in respect of one or more leases,  leans,  notes,
credit  agreements,   reimbursement  agreements,   security  agreements,   title
retention or conditional  sales agreements,  or other documents,  instruments or
agreements,  whether now  existing or  hereafter  arising,  evidencing  Lessee's
obligations  for the  payment  of  rents,  borrowed  money  or  other  financial
accommodations owing to Lessor.

Lessor  acknowledges  and agrees that this Lease is  intended to be  capitalized
lease of the  Equipment  and that Lessee  intends to  capitalize  the rental and
other  payment  obligations  of Lessee  hereunder in accordance  with  generally
accepted  accounting  principles and to claim all tax benefits  associated  with
ownership of the Equipment.

Dated as of:  MARCH 26, 1999

FLEET CAPITAL CORPORATION                        INTEGRAMED AMERICA, INC.

By:     /s/John Scott Sibley                     By:      /s/Gerardo Canet
        --------------------                              -----------------
Name:   John Scott Sibley                        Name:    Gerardo Canet
Title:  Vice President                           Title:   President and CEO


<PAGE>


          FLEET                                         ACCEPTANCE CERTIFICATE
Capital Leasing
50 Kennedy Plaza
Providence, Rhode Island 02903-2305


     This Acceptance Certificate (this "Acceptance  Certificate") is attached to
and made a part of that  certain  Lease  Schedule No.  32793-00001,  dated as of
March 26, 1999 (the "Lease Schedule"),  by and between the undersigned  parties.
All capitalized terms used herein and not defined herein shall have the meanings
set forth or  referred  to in the Lease  Schedule.  To the  extent the terms set
forth in this  Acceptance  Certificate  differ or conflict with any of the terms
set forth in the Lease, the terms set forth in this Acceptance Certificate shall
control.

     1. Lessee  acknowledges and agrees that each item of Equipment set forth on
Schedule A hereto  (collectively,  the  "Equipment")  is hereby  unconditionally
accepted by Lessee for all purposes  under the Lease at the locations  specified
in  Schedule  A-1 hereto,  and hereby  agrees to  faithfully  perform all of its
obligations  under  the Lease as of the date  hereof  (the  "Acceptance  Date").
Lessee hereby  authorizes  and directs  Lessor to make payment to each vendor of
the Equipment pursuant to such vendor's invoice or any purchase order,  purchase
agreement or supply contract with such vendor, receipt and approval of which are
hereby reaffirmed by Lessee.

     2. By its execution  and delivery of this  Acceptance  Certificate,  Lessee
hereby reaffirms all of the representations,  warranties and covenants contained
in the Lease as of the date  hereof,  and  further  represents  and  warrants to
Lessor that no Event of Default,  and no event or condition which with notice or
the passage of time or both would  constitute an Event of Default,  has occurred
and is continuing as of the date hereof. Lessee further certifies to Lessor that
Lessee has  selected  the  Equipment  and has received and approved the purchase
order,  purchase  agreement or supply contract under which the Equipment will be
acquired for all purposes of the Lease.

     3. Lessee hereby  represents  and warrants that: (a) the Equipment has been
delivered  and is in an operating  condition  and  performing  the operation for
which it is intended to the satisfaction of the Lessee;  and (b) if requested by
lessor,  the  Equipment  has been  marked or  labeled  evidencing  the  Lessor's
interest therein.

     4. The LEASE TERM COMMENCEMENT DATE is the 1st day of April, 1999.

     5. The RENTAL PAYMENT COMMENCEMENT DATE is the 1st day of April, 1999.

     6. All terms and  provisions  of the Lease  Schedule  shall  remain in full
force and effect, except as otherwise provided below:

        - ACQUISITION COST: $531,723.48

        - LEASE TERM:       forty-eight months

        - RENTAL PAYMENTS:  Number of Rental payments      Rental Payment Amount
                            -------------------------      ---------------------
                                      48                         $12,894.93

        - Advance Rental payment(s): First 01 and last 00.
        - Security Deposit:          N/A%.

Dated:  April 1, 1999

Agreed and Accepted:

FLEET CAPITAL CORPORATION                              INTEGRAMED AMERICA, INC.

By:     /s/J. Scott Sibley                             By:    /s/Gerardo Canet
        ------------------                                    ----------------
Name:   J. Scott Sibley                                Name:  Gerardo Canet
Title:  Vice President                                 Title: President and CEO


<PAGE>


                                   SCHEDULE A
                                    EQUIPMENT

Attached hereto and made part of the following documents:
              Lease Schedule No. 32793-00001,
              Acceptance Certificate and UCC-1 Financing Statement

With:  IntegraMed America, Inc.

  Quantity      Model     Description                              Serial #
  --------      -----     -----------                              --------

                          Location No. 01
                          Vendor No. 01
                          IBM hardware and software
    01                    AIX version 4.3 1-2User  server  license
    78                    XIX version 4.3  additional  user license
    01                    Media processing Charge (CD-ROM)
    01                    MEDIC Integration  (large)
    02                    SSA 4-Port  multi-initiator  controller
    01                    IBM Model H50 PowerPC server
    03                    4.5GB Hot swap disk drive
    01                    Memory  expansion card
    01                    Upgrade 128MB RAM to 256MB RAM Card
    07                    256MB  Ram  card
    01                    Upgrade  Single  332  MHz.  CPU to Dual 332 MHz.  CPU
    01                    Additional  Dual 332 MHz.  CPU
    01                    12/24GB  Internal  4mm Tape Drive
    12                    8mm Tape Cartridge
    01                    SCSI Disk hot swap 6-pack
    01                    S00 Rack unit
    01                    Single phase PDU for rack
    01                    128-Port  async PCI adapter
    02                    10/100 mbps PCI ethernet card
    01                    IBM 3153 terminal
    01                    7133-020 SSA disk subsystem (rack amount)
    08                    4.5GB SSA disk drive
    08                    5.0M SSA copper cable
    01                    8mm cleaning  cartridge
    01                    16-port  async  concentrator for  128-port  adapter
    01                    +MEDIC  Vision/PM   software
    150                   +MEDIC  Vision/PM concurrent  Text User
    01                    MultiTech 28.8 Modem
    01                    MultiTech 28.8 Modem
    01                    A/B/C/D Phone  Switch
    01                    APC  Matrix  5KVA UPS Unit
    150                   Informix  RDBMS,  4GL Per User License
    01                    Informix SGL Single User License
    01                    PowerChute  Plus for AIX Shutdown Software
    02                    Cognos  Impromptu  Administrator  (single user)
    04                    Cognos  PowerPlay Administrator (single user)

                             WITH ALL STANDARD AND ACCESSORY EQUIPMENT

FLEET CAPITAL CORPORATION                           INTEGRAMED AMERICA, INC.

By:     /s/J. Scott Sibley                           By:      /s/Gerardo Canet
        ------------------                                    -----------------
Name:   J. Scott Sibley                              Name:    Gerardo Canet
Title:  Vice President                               Title:   President and CEO


<PAGE>


                                  SCHEDULE A-1
                               EQUIPMENT LOCATION

Attached hereto and made part of the following documents:
                 Lease schedule No. 32793-0001 and
                 Acceptance Certificate

With:   IntegraMed America, Inc.

        Location #           Equipment Location
        ----------           ------------------

        01                   One Manhattanville Road
                             Purchase, NY 10577










































FLEET CAPITAL CORPORATION                      INTEGRAMED AMERICA, INC.

By:     /s/J. Scott Sibley                     By:      /s/Gerardo Canet
        ------------------                              -----------------
Name:   J. Scott Sibley                        Name:    Gerardo Canet
Title:  Vice President                         Title:   President and CEO


<PAGE>


          FLEET                                     PURCHASE OBLIGATION RIDER
Capital Leasing
50 Kennedy Plaza
Providence, Rhode Island 02903-2305

        This Purchase  Obligation Rider (this "Rider") is attached to and made a
part of that certain Lease Schedule No.  32793-0001,  dated as of March 26, 1999
(the "Lease Schedule"), by and between the undersigned parties.

Upon the  expiration  of the Lease Term,  Lessor shall sell to Lessee and Lessee
shall  purchase  from Lessor all, but not less than all, of the Equipment for an
amount,  payable  in  immediately  available  funds on the last day of the Lease
Term, equal to: (a) all Rental Payments,  late charges and other amounts due and
owing under the Lease; plus (b) all taxes,  assessments and other charges due or
payble in connection with the sale of the Equipment to Lessee; plus (c) $1.00.

Upon receipt by Lessor of all amounts payable hereunder, Lessor shall convey all
of its  right,  title  and  interest  in and to the  Equipment  to  Lessee on an
"AS-IS,"  "WHERE-IS"  BASIS,  WITHOUT  REPRESENTATION  OR  WARRANTY,  EXPRESS OR
IMPLIED, and without recourse to Lessor, except that the Equipment shall be free
and clear of all liens created by Lessor.

        All capitalized  terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of:  MARCH 26, 1999


FLEET CAPITAL CORPORATION                          INTEGRAMED AMERICA, INC.

By:     /s/J. Scott Sibley                         By:      /s/Gerardo Canet
        ------------------                                  ----------------
Name:   J. Scott Sibley                            Name:    Gerardo Canet
Title:  Vice President                             Title:   President and CEO