MANAGEMENT AGREEMENT

                                     Between

                            INTEGRAMED AMERICA, INC.

                                       And

                          MPD MEDICAL ASSOCIATES, P.C.


         THIS  MANAGEMENT  AGREEMENT is dated as of July 1, 1999, by and between
IntegraMed America,  Inc., a Delaware  corporation,  with its principal place of
business  at One  Manhattanville  Road,  Purchase,  New York 10577  ("Management
Company") and MPD Medical  Associates,  P.C., a New York  professional  services
corporation,  with its  principal  place of business  at 200 Old  Country  Road,
Mineola, New York 11501 ("PC").

                                    RECITALS

         PC is a medical  practice  specializing in gynecology and the treatment
of infertility, including the utilization of in vitro fertilization and assisted
reproductive  technology  services (all such medical  services are  collectively
referred to herein as "Infertility Services").

         Management  Company is in the  business  of owning  certain  assets and
providing billing and collection,  and management and administrative services to
medical  practices  specializing in the provision of Infertility  Services,  and
furnishing  such medical  practices  with the necessary  facilities,  equipment,
personnel,  supplies and support staff (collectively,  "Management Services") in
order to assist such medical  practices in the business  aspects of the practice
of their discipline.

         PC and Management Company entered into a management  agreement dated as
of  June  2,  1997,  as  amended  by  agreement  dated  as of  January  1,  1998
(collectively  the "Former  Agreements")  pursuant to which Management  Company,
agreed to provide, among other things, Management Services.

         PC wishes to  continue  engaging  Management  Company  to  provide  the
Management  Services and Management  Company  desires to provide such Management
Services  upon the terms and  conditions  herein  set forth.  PC and  Management
Company  have  determined  the fair  market  value  for the full  complement  of
Management  Services  rendered by  Management  Company and have  determined  and
agreed  to a  management  fee that  will  allow  PC and  Management  Company  to
establish a relationship  permitting  each party to this agreement to devote its
skills and expertise to the appropriate responsibilities and functions.




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         PC and  Management  Company  desire to amend and  restate the terms and
conditions of the Former Agreements.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
herein  contained and other good and valuable  consideration,  PC and Management
Company agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

         1.1  DEFINITIONS.  For the purposes of this  Agreement,  the  following
definitions shall apply:

                  1.1.1  "Assets"  shall mean those  fixed  assets  utilized  in
         connection with the operation of PC's medical practice.

                  1.1.2   "Adjustments"  shall  mean  adjustments  for  refunds,
         discounts,  contractual adjustments,  professional courtesies and other
         activities  that  do not  generate  a  collectible  fee  as  reasonably
         determined by Management Company and PC.

                  1.1.3 "Collections"  shall mean the aggregate,  over a six (6)
         month period, of all Physician and Other Professional Collections.

                  1.1.4 "Cost of Services" shall mean all ordinary and necessary
         expenses of PC and all direct ordinary and necessary operating expenses
         of Management  Company,  without  mark-up,  incurred in connection with
         billing, collection, management and administrative services provided by
         Management Company in the management of PC's medical practice,  as more
         specifically defined in Section 2.1.

                  1.1.5  "Facilities" shall mean the medical office and clinical
         space of PC, including the Mineola and Suffolk  Facilities,  as defined
         in Section 3.2 and any satellite locations,  related businesses and all
         medical  group  business  operations of PC, which are utilized by PC in
         its medical practice.

                  1.1.6 "Fiscal  Year" shall mean the 12 month period  beginning
         January 1 and ending December 31 of each year.

                  1.1.7  "Infertility  Services"  shall  mean  medical  care  in
         gynecology  and the treatment of human  infertility,  including but not
         limited to, the provision of in vitro  fertilization and other assisted
         reproductive  services  provided by PC or any  Physician  Employee  and
         Other Professional Employee.



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                  1.1.8  "Management Fee" shall mean an annual fee paid by PC to
         Management Company in an amount defined in 6.1.3 of this Agreement.

                  1.1.9 "Professional  Employees" shall mean nurse anesthetists,
         physician  assistants,  nurses,  nurse  practitioners,   psychologists,
         embryologists,  tissue  bank and  laboratory  personnel  and other such
         professional  employees  who may generate  professional  charges.  Such
         Professional   Employees   shall  be  the  employees,   or  independent
         contractors, as the case may be, of the PC.

                  1.1.10 "Physician  Employees" shall mean those individuals who
         are employees or members of PC or are otherwise  under contract with PC
         to provide  professional  services to PC patients and are duly licensed
         as physicians in the State of New York.

                  1.1.11 "Physician and Professional Collections" shall mean all
         fees and revenues  actually  collected each month by or on behalf of PC
         as a result of professional  medical services  personally  furnished to
         patients by the PC and other fees or income  collected by the PC in its
         capacity as a group of professionals,  whether rendered in an inpatient
         or outpatient  setting,  including but not limited to, medical director
         fees or technical fees from medical ancillary services, consulting fees
         and speaking fees.

                  1.1.12 "Other  Employees" shall mean any employee who is not a
         Professional Employee or Physician Employee.  Each Other Employee shall
         be an  Management  Company  employee,  unless such  employee  cannot be
         employed by Management  Company,  in which event such employee shall be
         employed by PC.


                                    ARTICLE 2

                       COST OF SERVICES AND MANAGEMENT FEE

         2.1 "Cost of Services" (as defined in Section 1.1.4)  includes  without
limitation,  the following  costs and expenses,  whether  incurred by Management
Company or PC:

                  2.1.1 Salaries,  fringe benefits and direct costs of all Other
Employees of Management Company working directly in the management, operation or
administration  of the practice and all salaries,  and fringe benefits of all PC
employees (including,  without limitation,  Professional Employees but excluding
Physician  Employees)  providing services at PC, along with payroll taxes or all
other taxes and charges now or hereafter applicable to such personnel;

                  2.1.2  Expenses  incurred  in the  recruitment  of  additional
physicians  for PC,  including,  but not  limited  to  employment  agency  fees,
relocation and interviewing  expenses and any actual  out-of-pocket  expenses of
Management Company personnel in connection with such recruitment effort;


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                  2.1.3 Direct marketing expenses of PC, such as direct costs of
printing marketing materials prepared by Management Company;

                  2.1.4 Any sales and use taxes  assessed  against PC related to
the operation of PC's medical practice;

                  2.1.5  Lease  payments,   depreciation   expense   (determined
according to GAAP),  taxes and interest  directly relating to the Facilities and
equipment, and other expenses of the Facilities described in Section 3.2 below;

                  2.1.6 Legal fees paid by  Management  Company or PC to outside
counsel in  connection  with  matters  specific to the  operation  of PC such as
regulatory  approvals  required  as a result of the parties  entering  into this
Agreement;  provided  however,  legal fees  incurred by the parties  hereto as a
result of a dispute  between  the  parties  shall  not be  considered  a Cost of
Services.

                  2.1.7    Fringe benefits provided to Physician Employees;

                  2.1.8 All  insurance  necessary to operate PC including  fire,
theft, general liability and malpractice  insurance for  Physician-Employees  of
the PC;

                  2.1.9 Professional licensure fees and board certification fees
of Physician Employees and Professional Employees rendering Infertility Services
on behalf of PC;

                  2.1.10 Membership in professional  associations and continuing
professional education for Physician Employees and Professional Employees;

                  2.1.11 The direct  costs in  maintaining  a Quality  Assurance
Program described in Section 3.7 herein;

                  2.1.12 Cost of filing fictitious name permits pursuant to this
Agreement;

                  2.1.13 The cost of medical supplies, including but not limited
to drugs,  pharmaceuticals,  products,  substances,  items, laboratory supplies,
office supplies, inventory and utilities; and

                  2.1.14  Such other  costs and  expenses  directly  incurred by
Management Company or PC necessary for the management or operation of PC.

         2.2 Notwithstanding  anything to the contrary contained herein, Cost of
Services shall not include costs of the following:

                  2.2.1 Costs or  expenses  not  included  in the annual  budget
prepared by Management  Company pursuant to Section 3.4 herein,  unless approved
by the Joint Practice Management Board;



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                  2.2.2    The Management Fee;

                  2.2.3   Any   proportion   of   Management   Company's   costs
attributable  to its  operation  of its  corporate  offices  or  payment  of its
officers or employees who work out of its corporate offices;

                  2.2.4 Any federal or state income taxes of Management  Company
other than as provided above.

         2.3 The "Management  Fee" shall cover and include all indirect costs of
Management Company including legal, accounting, financial, marketing, management
and administrative  assistance  provided by Management  Company's  corporate and
regional staff.

                                    ARTICLE 3

                DUTIES AND RESPONSIBILITIES OF MANAGEMENT COMPANY

         3.1      MANAGEMENT SERVICES AND ADMINISTRATION.

                  3.1.1 PC hereby appoints  Management  Company as PC's sole and
exclusive manager and administrator of all of its day-to-day  business functions
and grants  Management  Company  all the  necessary  authority  to carry out its
duties and responsibilities pursuant to the terms of this Agreement. PC and only
PC will perform the medical functions of its practice.  Management  Company will
have no authority, directly or indirectly, to perform, and will not perform, any
medical  function.  Management  Company  may,  however,  advise  PC  as  to  the
relationship  between  its  performance  of medical  functions  and the  overall
administrative and business functioning of its practice.

                  3.1.2 Management Company shall, on behalf of PC, bill patients
and collect  professional  fees for Infertility  Services  rendered by PC at the
Facilities,  outside the Facilities for PC's hospitalized  patients, and for all
other Infertility  Services  rendered by any Physician  Employee or Professional
Employee.  PC hereby appoints  Management  Company for the term hereof to be its
true  and  lawful  attorney-in-fact,  for the  following  purposes:  (i) to bill
patients in PC's name and on its  behalf;  (ii) to collect  accounts  receivable
resulting  from such  billing in PC's name and on its  behalf;  (iii) to receive
payments from insurance companies,  prepayments received from health care plans,
and all other third- party payors; (iv) to take possession of and endorse in the
name of PC (and/or in the name of any Physician  Employee or Other  Professional
Employee rendering  Infertility  Services to patients of PC) any notes,  checks,
money orders, and other instruments  received in payment of accounts receivable;
and (v) with the consent of the PC, not to be unreasonably withheld, to initiate
the  institution of legal  proceedings in the name of PC to collect any accounts
and  monies  owed to PC,  to  enforce  the  rights of PC as  creditor  under any
contract or in  connection  with the  rendering of any  service,  and to contest
adjustments and denials by governmental agencies (or its fiscal  intermediaries)
as third-party payors.


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<PAGE>
                  3.1.3  Management  Company  shall  supervise  and maintain (on
behalf  of  PC)  all  files  and  records  relating  to  the  operations  of the
Facilities, including but not limited to accounting and billing records, patient
medical records,  and collection  records.  Patient medical records shall at all
times be and remain the  property  of PC and shall be located at the  Facilities
and be readily accessible for patient care.  Management  Company's management of
all files and records  shall comply with all  applicable  state and federal laws
and   regulations,   including   without   limitation,   those   pertaining   to
confidentiality of patient records. The medical records of each patient shall be
expressly deemed confidential and shall not be made available to any third party
except in compliance with all applicable laws, rules and regulations. Management
Company  shall have  access to such  records in order to  provide  the  services
hereunder,  to perform billing functions,  and to prepare for the defense of any
lawsuit in which those records may be relevant.  The  obligation to maintain the
confidentiality of such records shall survive termination of this Agreement.  PC
shall have unrestricted access to all of its records at all times.

                  3.1.4  Management  Company  shall supply to PC all  reasonably
necessary  clerical,  accounting,  bookkeeping and computer services,  printing,
postage and duplication services,  medical transcribing  services, and any other
necessary or appropriate  administrative  services reasonably  necessary for the
operation of PC's medical practice at the Facilities.

                  3.1.5 Should PC so direct, Management Company shall design and
implement  a  marketing  and  public  relations  program  on behalf of PC,  with
appropriate  emphasis on public  awareness of the  availability  of  Infertility
Services  from PC,  designed  to  achieve  objectives  defined by PC. The public
relations  program shall be conducted in  compliance  with  applicable  laws and
regulations  governing  advertising by the medical profession.  PC shall approve
all advertising and marketing materials prior to use.

                  3.1.6  Management   Company  shall  assist  PC  in  recruiting
additional  physicians,  including such administrative  functions as advertising
for and identifying  potential candidates,  checking credentials,  and arranging
interviews; provided, however, PC shall interview and make the ultimate decision
as to the  suitability  of any  physician  to  become  associated  with PC.  All
physicians recruited by Management Company and accepted by PC shall be employees
of or independent contractors to PC.

                  3.1.7 Management Company shall negotiate,  but shall not enter
into, and shall  administer all managed care contracts on behalf of PC and shall
consult  with  PC  on  all   administrative   matters  relating   thereto.   The
establishment,  or continuation,  of all managed contracts between the PC or any
of its Physician Employees and any managed care entity or organization, shall be
based on their  financial terms and shall only be with the mutual consent of the
PC and Management Company.

                  3.1.8 Management  Company shall, upon direction of PC, arrange
for legal and accounting  services as may be reasonably required in the ordinary
course of the PC's  operation,  including  the cost of enforcing  any  physician
contract containing  restrictive covenants;  provided,  however, that Management
Company shall have no authority to arrange for any legal or accounting  services
to the extent that the interests of Management  Company and the PC in the matter
in question shall be adverse nor shall Management Company have any obligation to
make any  Advance,  as such  term is used in  Section  6.2,  for such  services.
Nothing contained herein is intended to authorize  Management  Company to settle
any claim made by or against PC.


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                  3.1.9  Management  Company shall,  upon the request of the PC,
negotiate  for and cause  premiums  to be paid  with  respect  to the  insurance
provided for in Article 10.

                  3.1.10  Management  Company shall,  take such other reasonable
actions to collect fees and pay expenses of the Facilities in a timely manner as
are deemed  reasonably  necessary to  facilitate  the  operation of PC's medical
practice at the Facilities.

                  3.1.11  Management  Company shall, pay Cost of Services in the
ordinary course of PC's medical  practice,  it being  understood that Management
Company  shall make such payments in the first  instance,  from  Physicians  and
Other  Collections,  after deduction of Management  Fees, and, if necessary,  by
Advances as contemplated by Section 6.3 hereof.

                  3.1.12 If, at the end of any quarter, after the payment of all
Service Fees and draws of the Physician Shareholders,  there shall be profits to
the  PC,  Management  Company  shall,  at the  direction  of the  PC,  make  any
distributions  of such  profits  as  requested  by the PC,  provided  that  such
distributions  leave a reasonable  reserve  towards the next  quarter's  Service
Fees.

         3.2      FACILITIES.

                  3.2.1 Facilities.  Management Company shall provide the office
space and  facilities  necessary for the  operation of PC's medical  practice in
Mineola  ["Mineola  Facilities"] and Suffolk County [Suffolk  Facilities']  [the
Mineola Facilities and Suffolk Facilities are collectively referred to herein as
the "Facilities"], as set forth in Exhibit 3.2 hereto, including but not limited
to,  the  use of the  Facilities,  all  repairs,  maintenance  and  improvements
thereto,   utility  (telephone,   electric,  gas,  water)  services,   customary
janitorial services, refuse disposal and all other services reasonably necessary
in conducting the  Facilities'  physical  operations.  Management  Company shall
provide  for the  cleanliness  of the  Facilities,  and timely  maintenance  and
cleanliness  of  the  equipment,  furniture  and  furnishings  located  therein.
Management Company shall consult with PC regarding the condition,  use and needs
for  the  Facilities,   equipment,   services  and  improvements   thereto.  The
"build-out"  costs for the  Suffolk  Facilities  of  approximately  One  Hundred
Thousand  Dollars  ($100,000.00)  shall be amortized over a ten (10) year period
from  completion  of  the  Suffolk   Facilities  for  occupancy   ("Construction
Investment").

                  3.2.2 Upon the mutual  agreement  of the  parties,  Management
Company and the PC shall  establish  such other sites for the  operation  of the
practice of the PC and, in the absence of a formal written  agreement  governing
the establishment  thereof,  all costs shall be added to the Management  Company
Construction  Investment and  Management  Company and the PC shall assume all of
the obligations, as to such sites as each has with respect to the Facilities.


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         3.3      EXECUTIVE DIRECTOR AND OTHER PERSONNEL.

                  3.3.1  EXECUTIVE  DIRECTOR.  Management  Company  will hire an
Executive  Director,  subject to the approval of the Joint  Practice  Management
Board, to manage and administer all of the day-to-day  business functions of the
Facilities.  The  Executive  Director,  subject to the terms of this  Agreement,
shall implement the policies agreed upon by the Joint Practice  Management Board
and will perform the administrative duties assigned by Management Company.

                  3.3.2  PERSONNEL.  Management  Company shall provide all Other
Employees,   who  shall   include   non-professional   support   personnel   and
administrative  personnel,  clerical,  secretarial,   bookkeeping,  billing  and
collection  personnel  reasonably  necessary  for  the  operation  of PC at  the
Facilities. Such personnel shall be under the direction, supervision and control
of  Management  Company.  If PC is  dissatisfied  with the services of any Other
Employee, PC shall consult with Management Company, and Management Company shall
in good  faith  determine  whether  the  employment  of that  employee  warrants
termination.   Management  Company's  obligations  to  utilize   nonprofessional
personnel shall be governed by the overriding principle and goal of facilitating
the  PC's  provision  of high  quality  medical  care and  laboratory  services.
Management  Company  shall make every  effort,  consistent  with sound  business
practices, to honor the specific requests of PC with regard to the assignment of
Management Company's employees, including the Executive Director.

         3.4 FINANCIAL PLANNING AND GOALS. Management Company shall prepare, for
the  approval  of PC,  annual  capital  and  operating  budgets  reflecting  the
anticipated  revenues  and  expenses,  sources and uses of capital for growth of
PC's practice and for the provision of Infertility  Services at the  Facilities.
Management  Company  shall  present the budgets to PC for its  approval at least
thirty (30) days prior to the  commencement of the Fiscal Year. PC shall specify
the targeted  profit margin for PC's practice at the  Facilities  which shall be
reflected in the overall budget,  and Management Company shall manage the PC and
use all  reasonable  efforts to attempt to reach such target.  If the parties do
not agree on the budget for any Fiscal Year, the budget for the preceding Fiscal
Year shall  serve as the budget  until such time as the Budget is the subject of
agreement.  Management  Company's  ability to  disapprove  an item in the Budget
shall be limited to its refusal to advance  monies to the PC pursuant to Section
6.3 of this  Agreement , and  payments to  Management  Company of Service  Fees,
pursuant to Section 6.1 of this Agreement, shall have priority to the payment of
any items to which Management Company makes objection.

         3.5 FINANCIAL  STATEMENTS.  Management  Company  shall  prepare  annual
financial  statements for operations of PC at the Facilities  within ninety (90)
days of the close of the Fiscal Year.  Management  Company shall prepare monthly
financial  statements  containing a balance sheet and  statement of  operations,
which shall be delivered  to PC within  thirty (30) days after the close of each
calendar month.


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         3.6 INVENTORY AND SUPPLIES. Management Company shall order and purchase
inventory and supplies,  and such other  materials  which are requested by PC to
enable PC to deliver Infertility Services in a cost-effective manner.

         3.7 LICENSES AND PERMITS  Management Company shall, on behalf of and in
the name of the PC,  coordinate  and  assist the PC in its  application  for and
efforts  to  obtain  and  maintain  all  federal   state  and  local   licenses,
certifications  and regulatory  permits  required for or in connection  with the
operation of the PC and equipment  located at the  Facilities,  other than those
relating to the practice of medicine or the administration of drugs by Physician
Employees.

         3.8  QUALITY  IMPROVEMENT.   Management  Company  shall  assist  PC  in
fulfilling  its  obligations  to maintain a Quality  Improvement  Program and in
meeting the goals and standards of such program.


                                    ARTICLE 4

                        DUTIES AND RESPONSIBILITIES OF PC


         4.1  PROFESSIONAL  SERVICES.  PC shall provide to its patients  medical
treatment,  including  but not limited  to,  Infertility  Services  which can be
covered by the Management Company insureds insurance program.

         4.2  MEDICAL   PRACTICE.   PC  shall  use  and  occupy  the  Facilities
exclusively for the purpose of providing medical services.  The medical practice
conducted  at  the  Facilities  shall  be  conducted  solely  by  physicians  or
Professional Employees employed by or serving as independent contractors to PC.

         4.3      DIRECTION OF PRACTICE

                  4.3.1 PC, as a continuing  condition of  Management  Company's
          obligations under this Management Agreement,  shall at all time during
          the Term be and remain
         legally  organized  and operated to provide  Infertility  Services in a
         manner consistent with state and federal laws.

                  4.3.2  PC   covenants   that  should  a  physician   become  a
         shareholder  of the PC, that a condition  precedent  to the issuance of
         the shares shall be the ratification of this Management Agreement.


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                  4.3.3 PC covenants to use diligent  efforts to cooperate  with
         Management  Company in order to obtain necessary  licenses.  Management
         Company  shall  be  primarily   responsible   for  the   administrative
         responsibility  of pursuing,  in behalf of, and in the name of, the PC,
         any and all  necessary  licenses to operate the  laboratory  and tissue
         bank services existing on the date hereof at the Mineola Facility,  and
         any licenses  required at the Suffolk Facility or any other Facility in
         accordance with all applicable laws and regulations. PC agrees that the
         Medical  Director(s)  or Tissue  Bank  Director(s)  shall be  Physician
         Employees or Professional  Employees of the PC and that should there be
         a vacancy in any such  position,  the PC will cause  another  Physician
         Employee or Professional Employee to fill such vacancy.

                  4.3.4 PC acknowledges that it bears all medical obligations to
         patients treated at the facilities and covenants that it is responsible
         for all tissue, specimens,  embryos or biological material ["Biological
         Materials"] kept at the Facilities on behalf of the patients (or former
         patients) of the PC. In the event of a termination  or  dissolution  of
         the PC, or the termination of this Management Agreement for any reason,
         the PC and its members shall have the obligation to account to patients
         and to arrange for the storage or disposal of such Biological Materials
         ["Relocation  Program"].  Management  Company, in such event, shall, at
         the request of the PC, assist in the  administrative  details of such a
         Relocation  Program  for so  long  as  the PC  shall  request  and  the
         Management Fee shall be paid during that time. These  obligations shall
         survive the termination of this Agreement.

                  4.3.5  PC  covenants   not  to  liquidate  or  dissolve  as  a
         Professional  Corporation  except on six months prior written notice to
         Management Company. In the event that any liquidation or dissolution of
         the PC occurs,  for a reason other than the death or  disability of all
         of  the  shareholders,  Management  Company's  obligations  under  this
         Agreement shall cease.

         4.4  COLLECTION  EFFORTS.  PC covenants  agrees that during the term of
this Agreement it will use its diligent efforts to cause its Physician Employees
and  Professional  Employees  to  execute  such  documents  and take such  steps
reasonably  necessary  to assist  billing and  collecting  for patient  services
rendered by PC and its Physician Employees and Professional Employees.


                                    Article 5

                        Joint Duties and Responsibilities

         5.1  FORMATION  AND  OPERATION  OF  JOINT  PRACTICE  MANAGEMENT  BOARD.
Management  Company and PC will  establish  a joint  practice  management  board
("Joint  Practice  Management  Board") which will be responsible  for developing
management and  administrative  policies for the effectuation of this Agreement.
The Joint  Practice  Management  Board  will  consist of  designated  management
representatives from Management Company, one or more PC owners, as determined by


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PC, such other PC  physicians,  as  appropriate  and  determined  by PC, and the
Executive Director.  Management  Company's role on the Joint Practice Management
Board will be advisory,  except in circumstances where matters for consideration
involve Cost of Services  items to be paid by Management  Company or Advances by
Management Company, in which event, Management Company shall be entitled to vote
on such matters. For such matters requiring a formal vote, PC shall have one (1)
vote and Management Company shall have one (1) vote. A tie vote will be the same
as a vote against any matter or issue.  The Management  Company's  negative vote
shall mean only that the  Management  Company  shall not advance  money for such
matters,  by way of either  payment  of Costs of  Services  for such  matters or
through the making of Advances, and such negative vote shall not, in any manner,
prevent PC from adopting or pursuing such matter.

         5.2 DUTIES AND RESPONSIBILITIES OF THE JOINT PRACTICE MANAGEMENT Board.
The Joint  Practice  Management  Board shall have,  among others,  the following
duties and responsibilities:

                  5.2.1 ANNUAL BUDGETS AND PROFITABILITY. All annual capital and
         operation  budgets  prepared by Management  Company shall be subject to
         the review,  amendment,  approval and disapproval of the Joint Practice
         Management  Board.  PC covenants  and agrees to use its best efforts to
         assist the Joint Management  Board in achieving the projected  budgets,
         in place  from time to time.  PC and  Management  Company  agree  that,
         recognizing  changes in circumstances,  annual budgets and forecast are
         subject  to  revisions  and,  accordingly,  they  will  cause the Joint
         Practice  Management  Board to modify  the annual  budgets,  as needed,
         including  without  limitation,  staff  reductions,  to ensure  that PC
         operates  in a  profitable  mode which  means that PDE is positive on a
         monthly  basis.  Further,  PC  agrees  that  in  the  event  PC  incurs
         operational  losses at any  point  during  the term of this  Agreement,
         nothing herein shall obligate  Management Company to incur losses under
         this Agreement in order to sustain PC's operations.

                  5.2.2 CAPITAL IMPROVEMENTS AND EXPANSION.  Except as otherwise
         provided  herein,  any  renovation  and  expansion  plans,  and capital
         equipment  expenditures  with  respect  to PC  shall  be  reviewed  and
         approved by the Joint Practice Management Board and shall be based upon
         the  best  interests  of  PC,  and  shall  take  into  account  capital
         priorities,  economic feasibility,  physician support, productivity and
         then current market and regulatory conditions.

                  5.2.3  ADVERTISING  BUDGET.  All annual  advertising and other
         marketing  budgets  prepared by Management  Company shall be subject to
         the review,  amendment,  approval and disapproval of the Joint Practice
         Management Board.


                  5.2.4    EXECUTIVE DIRECTOR AND KEY PERSONNEL.

                  (a) The  selection  and  retention of the  Executive  Director
         pursuant to Section 3.3.1 by Management Company shall be subject to the


                                       11

<PAGE>



         approval of the Joint Practice  Management Board. If PC is dissatisfied
         with the services provided by the Executive Director,  PC shall consult
         with Management Company who shall, in good faith, determine whether the
         performance  of the Executive  Director  could be brought to acceptable
         levels  through  counsel  and  assistance,  or  whether  the  Executive
         Director should be terminated.

                  (b) Management Company shall follow the recommendations of the
         Joint Practice Management Board with respect to the hiring, terminating
         or  relocating  of  key  personnel  at  PC  Facilities,  provided  such
         recommendations do not cause Management Company to violate any federal,
         state or local laws or regulations.


                                    ARTICLE 6

                             FINANCIAL ARRANGEMENTS

         6.1 SERVICE FEES. The compensation set forth in this Article 6 shall be
paid to Management  Company in consideration of the substantial  commitment made
and services to be rendered by  Management  Company  hereunder  and shall not be
interpreted or applied as permitting  Management Company to share in the fees of
the PC. Prior to entering  into this  Agreement,  the parties have  computed the
Cost of  Services of the P.C.  for the past full fiscal year and have  projected
the Costs of Services for the full calendar year of this agreement. The bases of
the negotiated,  fixed  Management Fee, which the parties agree to represent the
fair market value of services,  supplies and  facilities,  include,  but are not
limited to, a combined  figure of (1) reasonable  market value of the equipment,
contract  analysis  and  support,  support  services,   purchasing,   personnel,
Facilities, management,  administration,  other services and capital provided by
Management  Company;  (2) value to be  received  monthly  by PC as the result of
Management Company's purchase of accounts receivable pursuant to 6.2 hereof; (3)
The value of  Management  Company's  Construction  Investment;  (4) the value of
insurance  coverages  made  available  to PC through  group rates  available  to
Management  Company;  (5) the increased  value to PC as the result of Management
Company's access to better rates for supplies through bulk purchase; and (6) the
ability of Management Company to manage the practice with greater  profitability
to PC. The  negotiated  compensation  is  intended  to account  for the  nature,
quantity  and quality of  services  required,  and  financial  risks  assumed by
Management Company under this Management Agreement.  Management Company shall be
paid the following amounts (collectively "Service Fees"):

                  6.1.1  An  amount  reflecting  all Cost of  Services  (whether
         incurred by  Management  Company or PC) paid or recorded by  Management
         Company from Management  Company's own funds,  pursuant to the terms of
         this Agreement; and

                  6.1.2 Repayment of any Advances or Discretionary Advances; and

                  6.1.3 Management Fee of $45,000 (Forty-Five  Thousand Dollars)
         per month ("Monthly Management Fee").

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<PAGE>




         6.2 COLLECTIONS AND MANAGEMENT COMPANY PURCHASE OF ACCOUNTS RECEIVABLE.
On or before the 20th  business  day of each  month,  Management  Company  shall
reconcile the accounts receivable of the PC arising during the previous calendar
month.  Accounts  receivable  shall be defined as all  receivable  recorded each
month (net of Adjustments) on the books of the PC ["Accounts  Receivable"].  The
adjustments  made shall only  reflect  actual  collection  history of the PC and
Management  Company  shall  pay  dollar-for-dollar  on  such  Adjusted  Accounts
Receivable.  Management Company shall transfer or pay such amount of funds to PC
equal to the Accounts Receivable less Cost of Services and Basic Management Fee,
the latter payment  subject to Sections  3.1.12 and 3.1.13.  Management  Company
shall,  in addition,  transfer such portion of the Service Fees necessary to pay
such portion of the Cost of Services  which are costs and expenses of the PC, as
described in Section 2.1 hereof. PC shall cooperate with Management  Company and
execute  all  necessary  document  necessary  to  effect an  assignment  of such
Accounts Receivable to Management Company or, at Management Company's option, to
its lenders. All collections in respect of such Accounts Receivable shall be the
property  of  Management  Company  and  deposited  in a bank  account  at a bank
designated  by  Management  Company.  To  the  extent  that  the PC  comes  into
possession  of any payments  which are in  satisfaction  or all, or any part, of
such  Accounts  Receivable,  the PC shall  direct such  payments  to  Management
Company for deposit in bank accounts designated by Management Company.

         6.3 ADVANCES.  Management Company agrees to advance funds to PC to meet
Cost of Services, or provide working capital ["Advances"], although the purchase
of Accounts Receivable and the Management Company Construction  Investment shall
not be constitute Advances.  Management Company may, in its sole discretion,  at
the request of the PC,  advance  funds to fund mergers with other  physicians or
physician  groups  into  PC  ["Discretionary  Advance(s)"].   All  Advances  and
Discretionary  Advances  shall be made only with the mutual  agreement of PC and
Management Company.

                  6.3.1 Any Advances or Discretionary  Advances made pursuant to
         this Management Agreement shall be a debt owed to Management Company by
         PC and  shall  have  payment  priority  over any  distribution  to PC's
         Physician-Shareholder(s).   Any  Advance   shall  be  repaid  from  any
         distribution  to  Physician-Shareholder(s)  of PC  either as a lump sum
         payment, within 60 days after the advance, or in installments as agreed
         to by Management Company.

                  6.3.2  Interest  expense  will be  charged  for  Advances  and
         Discretionary  Advances  and will be computed at the Prime Rate used by
         Management  Company's  primary  bank,  from  time to time  (the  "Prime
         Rate").  Advances  shall be evidenced by a security  agreement,  in the
         form of Exhibit 6.3.2,  giving Management Company a collateral interest
         in all accounts receivable and distributions to PC's Shareholder(s).


                                       13

<PAGE>

         6.4 The Monthly  Management  Fee provided for in Section 6.1.3 shall be
adjusted on the dates indicated below, and as adjusted, shall become the Monthly
Management Fee for the applicable period:

                  6.4.1  For the  Fiscal  Year  commencing  January  1, 2000 the
         Monthly Management Fee shall be the greater of (i) $45,000 multipied by
         a fraction,  the numerator of which shall be the Consumer  Price Index[
         (the "CPI" as  hereinafter  defined)  for "All Items" shown on the "New
         York  Metropolitan   Area"  (unadjusted  for  seasonal   variation)  as
         promulgated  by the Bureau of Labor  Statistics  of the  United  States
         Department of Labor  ("Department of Labor") for the month of September
         1999 and the  denominator  of which  shall be the CPI for the  month of
         September  1998. In the event that a substantial  change is made by the
         Department  of Labor in the  method  by  which  the CPI is  established
         during the term of this  Agreement,  then the CPI shall be  adjusted to
         the figure that would have resulted had no change occured in the manner
         of  computing  the  CPI.  If the CPI as  defined  herein  is no  longer
         published  by the  Department  of Labor,  a  reliable  governmental  or
         nonpartisan  publication evaluating the information theretofore used in
         detemining the CPI shall be used in lieu thereof],  or (ii)  $47,500.00
         per month.

                  6.4.2 For the Fiscal  Year  commencing  January  1, 2001,  the
         Monthly Management Fee shall be the greater of (i) $45,000 multipied by
         a fraction,  the numerator of which shall be the Consumer  Price Index[
         (the "CPI" as  hereinafter  defined)  for "All Items" shown on the "New
         York  Metropolitan   Area"  (unadjusted  for  seasonal   variation)  as
         promulgated  by the Bureau of Labor  Statistics  of the  United  States
         Department of Labor  ("Department of Labor") for the month of September
         2000 and the  denominator  of which  shall be the CPI for the  month of
         September 1998 or (ii) $50,000 per month.

                  6.4.3 For the Fiscal  Year  commencing  January  1, 2002,  the
         Monthly Management Fee shall be the greater of (i) $45,000 multipied by
         a fraction,  the numerator of which shall be the Consumer  Price Index[
         (the "CPI" as  hereinafter  defined)  for "All Items" shown on the "New
         York  Metropolitan   Area"  (unadjusted  for  seasonal   variation)  as
         promulgated  by the Bureau of Labor  Statistics  of the  United  States
         Department of Labor  ("Department of Labor") for the month of September
         2001 and the  denominator  of which  shall be the CPI for the  month of
         September 1998 or (ii) $52,000 per month.

                  6.4.4 For the Fiscal  Year  commencing  January  1, 2003,  the
         Monthly Management Fee shall be the greater of (i) $45,000 multipied by
         a fraction,  the numerator of which shall be the Consumer  Price Index[
         (the "CPI" as  hereinafter  defined)  for "All Items" shown on the "New
         York  Metropolitan   Area"  (unadjusted  for  seasonal   variation)  as
         promulgated  by the Bureau of Labor  Statistics  of the  United  States


                                       14

<PAGE>



         Department of Labor  ("Department of Labor") for the month of September
         2002 and the  denominator  of which  shall be the CPI for the  month of
         September 1998 or (ii) $55,000 per month.

                  6.4.5 For the Fiscal  Year  commencing  January  1, 2004,  the
         Monthly Management Fee shall be the greater of (i) $45,000 multipied by
         a fraction,  the numerator of which shall be the Consumer  Price Index[
         (the "CPI" as  hereinafter  defined)  for "All Items" shown on the "New
         York  Metropolitan   Area"  (unadjusted  for  seasonal   variation)  as
         promulgated  by the Bureau of Labor  Statistics  of the  United  States
         Department of Labor  ("Department of Labor") for the month of September
         2003 and the  denominator  of which  shall be the CPI for the  month of
         September 1998 or (ii) $57,500 per month.

                  6.4.6 For the Fiscal  Year  commencing  January  1, 2005,  the
         Monthly  Management Fee shall be an amount that Management  Company and
         PC shall have  negotiated  in advance of January 1, 2005.  In the event
         Management  Company  and PC shall  not have  prior to  January  1, 2005
         agreed upon a Monthly  Management  Fee for the Fiscal  Year  commencing
         January 1, 2005,  then the 2004 Monthly  Management Fee in effect prior
         to  January  1,  2005  shall  continue  in  effect  until  such time as
         Management Company and PC shall agree upon a Monthly Management Fee for
         the  Fiscal  Year  commencing  January 1, 2005.  For each  Fiscal  Year
         subsequent to January 1, 2005, Management Company and PC shall likewise
         negotiate a Monthly Management Fee. In the event Management Company and
         PC are unable to negotiate  successfully  a Monthly  Management Fee for
         such subsequent Fiscal Years, then the Monthly Management Fee in effect
         prior to the  commencement  of any such Fiscal Year shall pertain until
         such  time  as  Management   Company  and  PC  are  able  to  negotiate
         successfully a Monthly  Management Fee for the applicable  Fiscal Year,
         which agreed upon Monthly  Management  Fee shall be  retroactive to the
         commencement of such Fiscal Year.


                                    ARTICLE 7

                  EXCLUSIVE MANAGEMENT RIGHT, TERM AND RENEWAL

         7.1 PC grants to Management  Company the  exclusive  right to manage PC
during  the  term of this  Agreement  (the  "Exclusive  Management  Right").  In
consideration of the Exclusive  Management Right,  Management  Company agrees as
follows:

                  7.1.1 Management  Company shall pay Dr. San Roman  $100,000.00
         (One  Hundred  Thousand  Dollars)  in cash within 30 days after Dr. San
         Roman and PC cause another physician to become a senior equity owner of
         PC on or before  December  31, 1999 and  completes  three (3) months of
         practice  at  the PC  ("Second  Shareholder").  For  purposes  of  this
         Agreement  "senior equity owner" shall mean a physician owning not less
         than a twenty-six per cent (26%) interest in PC.

                                       15

<PAGE>



                  7.1.2 Management  Company shall pay Dr. San Roman  $100,000.00
         (One Hundred Thousand Dollars) in cash within 30 days after PC, Dr. San
         Roman and the Second Shareholder cause a third Physician-Shareholder to
         become a equity  owner of PC with  not less  than a ten  percent  (10%)
         equity  interest  which 10% interest  shall become not less than twenty
         (20%)    within   36   months    thereafter.    In   the   event   such
         Physician-Shareholder  does not become at least a twenty  percent (20%)
         equity  owner  within  the 36  months,  Dr.  San Roman  shall  remit to
         Management Company, the amount paid pursuant to this Section, within 30
         days after demand by Management Company.

         7.2 The term of this  Agreement  shall  begin on July 1, 1999 and shall
expire ten (10) years  after such date  unless  earlier  terminated  pursuant to
Article 8 below.  This  Agreement may be renewed by either party,  if within the
period of 180 days prior to the date of  expiration,  one party gives  notice to
the other of its intention to continue this  Agreement  under the same terms and
conditions as set forth herein or under such  different  terms and conditions as
particularly  set forth in the  written  notice and further  providing  that the
other party has 30 days from the date of notice to accept,  reject or modify the
offer.  If within 30 days the other party does not respond or by written  notice
accepts,  this  Agreement  shall  continue for an  additional 10 years under the
terms and  conditions  as provided in the notice.  In the event the offer is not
accepted,  the parties  agree to  negotiate,  in good  faith,  a renewal of this
Agreement.


                                    ARTICLE 8

                          TERMINATION OF THE AGREEMENT


         8.1  TERMINATION.  This  Agreement may be terminated by either party in
the event of the following:

                  8.1.1 INSOLVENCY. If a receiver,  liquidator or trustee of any
         party shall be appointed by court  order,  or a petition to  reorganize
         shall be filed against any party under any  bankruptcy,  reorganization
         or  insolvency  law, and shall not be dismissed  within 90 days, or any
         party shall file a voluntary  petition in bankruptcy or make assignment
         for the  benefit of  creditors,  then  either of the other  parties may
         terminate this Agreement upon 10 days prior written notice to the other
         parties.

                  8.1.2 MATERIAL BREACH. If either party shall materially breach
         its  obligations  hereunder,  then  either  of the  other  parties  may
         terminate  this  Agreement by providing 30 days prior written notice to
         the breaching party  detailing the nature of the breach,  provided that
         the breaching  party shall not have cured the breach within such 30 day
         period,  or, with respect to breaches that are not curable  within such
         30 day period, shall not have commenced to cure such breach within such
         30 day

                                       16

<PAGE>



         period and thereafter shall not have cured the breach with the exercise
         of due diligence.

                  8.1.3  ILLEGALITY.  Either party may terminate  this Agreement
         immediately upon receipt of notification by any local, state or federal
         agency or court of competent jurisdiction that the conduct contemplated
         by this Agreement is forbidden by law; except that this Agreement shall
         not terminate during such period of time as to any party which contests
         such  notification  in good faith and the conduct  contemplated by this
         Agreement is allowed to continue during such contest.  If any governing
         regulatory  agency asserts that (i) the services provided by Management
         Company  under  this  Agreement  are  unlawful,  (ii) the  practice  of
         medicine by PC as contemplated  by this Agreement is unlawful,  or (ii)
         the services  provided by Management  Company requires a certificate of
         need;  and any such  assertion is not contested  (or if contested,  the
         agency's  assertion  is found  to be  correct  by a court of  competent
         jurisdiction  and no appeal is taken,  or if any  appeals are taken and
         the same are  unsuccessful),  this Agreement shall thereupon  terminate
         with the same force as if such termination date was the date originally
         specified  in this  Agreement  as the date of final  expiration  of the
         terms of this Agreement.  Notwithstanding  this paragraph,  the parties
         acknowledge  that this  Agreement  serves the  interests of both PC and
         Management  Company and,  specifically,  affords PC the opportunity for
         growth,  and  self-direction,  and provides access to essential capital
         and cash flow. For these reasons,  PC agrees to make such amendments to
         this  Agreement as are  necessary to conform to the  opinions,  reviews
         and/or orders of regulatory and/or administrative agencies of the State
         of New  York,  such as to  preserve  the  legality  of  this  Agreement
         provided that such are not to the financial detriment of the PC.


                  8.1.4  TERMINATION  UPON TWELVE MONTHS WRITTEN NOTICE.  Either
         party may  terminate  this  Agreement  upon twelve  (12)  months  prior
         written notice.

         8.2  TERMINATION BY MANAGEMENT  COMPANY FOR  PROFESSIONAL  DISCIPLINARY
ACTIONS.  Management  Company may terminate  this  Agreement  upon 10 days prior
written notice to PC if any PC shareholder's,  having an equity ownership of 25%
or more ("25%  Shareholder"),  authorization to practice  medicine is suspended,
revoked or not  renewed,  or if any other  formal  disciplinary  action is taken
against  any 25%  Shareholder  which  could  reasonably  lead  to a  suspension,
revocation or non-renewal of a 25% Shareholder's license.

         8.3  TERMINATION  BY  MANAGEMENT  COMPANY  FOR  FAILURE  OF PC  TO  ADD
ADDITIONAL  PHYSICIANS.  Management Company may terminate this Agreement upon 30
days  prior  written  notice  to  PC if PC  fails  to  increase  the  number  of
shareholders, pursuant to Section 7.1.2 by July 1, 2002.



                                       17

<PAGE>

                                    ARTICLE 9

                             RIGHTS UPON TERMINATION

         9.1 If  this  Agreement  is  terminated  for  any  reason,  other  than
illegality,  or the insolvency or material  breach by Management  Company,  then
Management Company and the PC agree as follows:

                  9.1.1 PC shall  purchase,  and Management  Company shall sell,
         any  Assets  at the  net  book  value  determined  in  accordance  with
         generally accepted accounting principles consistently applied as to the
         date of termination.  Should this Agreement  terminate prior to October
         1,  2002,  then the PC shall  pay to  Management  Company  not only the
         unamortized portion of Management  Company's  Construction  Investment,
         but  interest  on such  amount,  to be  computed  at the Prime Rate and
         retroactive to the date or dates of such Construction Investment.

                  9.1.2 PC shall  assume all leases for  offices  and  equipment
         used directly for the  management  and operation of the PC's  business,
         both at the Mineola and Suffolk  sites and any other sites  existing as
         of the date of termination, or if assumption is not permitted, make all
         payments called for by such leases, to Management Company.

                  9.1.3  PC  shall  notify,  within  30  days  of  the  date  of
         termination,  all patients with Biological  Materials in storage at the
         Facility,  that  Management  Company will no longer provide  management
         services  and that the care and  custody of such  Biological  Materials
         rests solely with the PC. The form of such  notification  shall be with
         the consent of Management  Company (such consent not to be unreasonably
         withheld).

                  9.1.4 PC shall  repay any  indebtedness,  owned to  Management
         Company as the result of  Advances,  Discretionary  Advances or Service
         Fees. In addition, any unamortized portions of the payments made to Dr.
         San Roman  pursuant to Sections  7.1.1 and 7.1.2 shall be repaid by Dr.
         San Roman within 30 days of the date of termination. For purposes of an
         amortization  of the  payments  pursuant to  Sections  7.1.1 and 7.1.2,
         Management  Company  will  amortize  such  payments  over a  three-year
         period.

                  9.1.5 The sale and purchase,  assumptions  and/or  assignments
         contemplated  by sections  9.1.1 and 9.1.2 shall be  accomplished  at a
         closing to be held within 60 days of the effective  date of termination
         (or sooner shall the parties  mutually  agree) and any and all payments

                                       18

<PAGE>



         to  IntegraMed  shall be  made,  in equal  monthly  installments,  over
         thirty-six  months,  payment to  commence on the first day of the first
         full month following the termination date.

         9.2 If this Agreement  terminates as the result of  illegality,  or the
insolvency or material  breach by  Management  Company,  then PC and  Management
Company agree as follows:

                  9.2.1 PC shall have the  option,  but not the  obligation,  to
         purchase,  and  Management  Company  shall,  upon the  exercise of such
         option sell, any Assets at the net book value  determined in accordance
         with generally accepted accounting  principles  consistently applied as
         to the date of termination.

                  9.2.2 PC shall have the  option,  but not the  obligation,  to
         assume all leases for  offices  and  equipment  used  directly  for the
         management and operation of the PC's business,  both at the Mineola and
         Suffolk  sites  and  any  other  sites  existing  as  of  the  date  of
         termination,  or if  assumption  is not  permitted,  make all  payments
         called for by such leases, to Management  Company.  Management  Company
         agrees to assign its rights to such  facilities  should the PC exercise
         its option, or accept payments in lieu of assumption.

                  9.2.3  Management  Company will notify,  within 30 days of the
         date of termination,  all patients with Biological Materials in storage
         at the  Facility,  that  Management  Company  will  no  longer  provide
         management  services  and that the care and custody of such  Biological
         Materials rests solely with the PC. The form of such notification shall
         be with the  consent of  Management  Company  (such  consent  not to be
         unreasonably withheld).

                  9.2.4 The PC shall repay any indebtedness,  owed to Management
         Company as the result of  Advances,  Discretionary  Advances or Service
         Fees.

                  9.2.5 PC shall exercise its the options  provided in 9.2.1 and
         9.2.2, by written notice to Management  Company within thirty (30) days
         of  the  effective  date  of   termination.   The  sale  and  purchase,
         assumptions and/or assignments contemplated by sections 9.1.1 and 9.1.2
         shall be  accomplished  at a closing  to be held  within 75 days of the
         effective  date of  termination  (or sooner shall the parties  mutually
         agree) and any and all payments to  IntegraMed  shall be made, in equal
         monthly installments,  over twenty-four months,  payment to commence on
         the first day of the first full month following the termination date.

         9.3  In the  event  of  termination  for  any  reason,  the  continuing
obligations  delineated  in Article 11, and Sections  12.14,  and 12.15 (and any
subparts thereof) shall continue pursuant to their terms.



                                       19

<PAGE>



                                   ARTICLE 10

                                    INSURANCE

         10.1  Management  Company  shall use its best efforts to cause PC to be
made an additional  insured under Management  Company's  professional  liability
coverage;  provided,  however,  conditions for being made an additional  insured
shall be (i) PC utilizing  patient informed consent forms supplied by Management
Company,  provided such forms are consistent with law and any guidelines  issued
by the American  Society of  Reproductive  Medicine  and (ii) PC complying  with
requirements of Management Company's insurance company. Management Company shall
also carry a policy of public  liability  and  property  damage  insurance  with
respect to the Facilities under which the insurer agrees to indemnify Management
Company  and PC against all cost,  expense  and/or  liability  arising out of or
based upon any and all  claims,  accidents,  injuries  and  damages  customarily
included  within the  coverage  of such  policies  of  insurance  available  for
Management  Company.  The minimum limits of liability of such insurance shall be
$1 million  combined  single limit covering  bodily injury and property  damage.
Certificates of Insurance evidencing such policies and additional insured status
shall be  presented  to PC  within  thirty  (30) days  after  such  coverage  is
effected.  In the event  Management  Company is unable to cause PC to be made an
additional insured under Management Company's  professional  liability coverage,
PC  shall  carry  professional  liability  insurance  covering  itself  and  its
employees  providing  Infertility  Services under this Agreement.  Such coverage
shall be in the  minimum  amount of $1 million per  incident,  $3 million in the
aggregate.

         10.2 PC and  Management  Company  shall provide  written  notice to the
other  at  least  thirty  (30)  days in  advance  of the  effective  date of any
reduction,  cancellation or termination of the insurance  required to be carried
by each hereunder.

         10.3 As part of PC's  participation,  in any manner,  in an  Management
Company insurance program,  and in an effort to assist Management Company in the
maintenance of its owns insurance, PC agrees to the following obligations, which
represent  an effort to reduce  risk and  maintain  a cost  effective  insurance
program:

                  10.3.1  PC  shall   provide   medical   treatment,   including
         Infertility Services in compliance at all times with ethical standards,
         laws and regulations  applying to the practice of medicine in the State
         of New York.  PC shall  ensure  that  each  Physician  Employee,  Other
         Professional  Employee and any other professional  provider  associated
         with PC is duly licensed to provide the services being rendered  within
         the scope of such provider's  practice.  In addition,  PC shall require
         each  Physician  Employee  during  the  term of this  Agreement  (1) to
         maintain  a DEA  number;  (2) to  maintain  appropriate  medical  staff
         privileges as determined by PC and (3) to obtain board certification in
         Reproductive  Endocrinology  within  five  (5)  years  of  a  Physician
         Employee's completion of an accredited training program or, to have the
         equivalent  training  and  experience  at a foreign  university  and/or


                                       20

<PAGE>



         medical center.  In the event that any disciplinary  actions or medical
         malpractice  actions are initiated  against any such physician or other
         professional  provider,  PC  shall  immediately  inform  the  Executive
         Director and provide the  underlying  facts and  circumstances  of such
         action.

                  10.3.2 PC shall retain that number of  Physician  Employees as
         are  reasonably   necessary  and   appropriate  for  the  provision  of
         Infertility  Services.  However,  PC shall hire  Physicians  ["Incoming
         Physician"] only (1) with the consent, not to be unreasonably withheld,
         of  Management  Company,  and  upon  notice  and  investigation  of the
         insurer.

                  10.3.3 Each Physician Employee shall hold and maintain a valid
         and unrestricted license to practice medicine in New York, and shall be
         competent in the practice of obstetrics and  gynecology,  including the
         subspecialty of infertility and assisted reproductive medicine.

                  10.3.4  PC  shall   insure  that   Physician   Employees   and
         Professional  Employees  provide  patient care and  clinical  backup as
         required to insure the proper  provision of services to patients of the
         PC at the Mineola and Suffolk  Facilities,  and/or such other locations
         as shall be mutually agreed to by PC and Management  Company.  PC shall
         insure that its Physician  Employees and Professional  Employees devote
         substantially  all of their  professional  time,  effort and ability to
         PC's practice,  including the provision of Infertility Services and the
         development of such practice.

                  10.3.5 In the Event of any Relocation Program, as described in
         section  4.3.4,  such shall be conducted by the PC in  accordance  with
         patient consent and the ethical  guidelines of the American  Society of
         Reproductive Medicine.

                  10.3.6 PC shall  undertake  and use its best efforts to locate
         physicians who, in PC's judgment, possess the credentials and expertise
         necessary to enable such physician candidates to become affiliated with
         PC for the purpose of providing Infertility Services.

                  10.3.7 PC covenants  for itself and will use diligent  efforts
         to cause its Physician  Employees and Professional  Employees to comply
         with  reasonable  personnel  policies and guidelines  developed for the
         practice  of  the  PC  by  Management  Company,   which  shall  include
         administrative  protocols and policies designed to insure that the work
         sites complies with all applicable  laws and  regulations,  federal and
         state.



                                       21

<PAGE>


                  10.3.8  PC  shall   require  its   Physician   Employees   and
         Professional  Employees  to  participate  in  such  continuing  medical
         education as PC deems to be reasonably necessary for such physicians or
         Professional   Employees  to  remain   current  in  the   provision  of
         Infertility Services.

                  10.3.9 PC shall  cooperate in the  obtaining  and retaining of
         professional   liability  insurance  by  assuring  that  its  Physician
         Employees   and  Other   Professional   Employees   are  insurable  and
         participating  in an on-going risk management  program.  PC shall cause
         its Physician Employees and Professional  Employees to cooperate in any
         risk management program created and/or operated by Management Company.


                                   ARTICLE 11

                      NON-SOLICITATION AND NON-COMPETITION

         11.1 The PC recognizes and  acknowledges  that Management  Company will
incur substantial costs in providing the equipment, support services, personnel,
management,  administration  and other  services  that are the  subject  of this
Agreement.  The  parties  also  recognize  that the  services  to be provided by
Management  Company will be feasible only if the PC operates an active  practice
to  which  the  Employee-Physicians  devote  their  full  professional  time and
attention.  PC agrees that the  non-competition and  non-solicitation  covenants
described hereunder are necessary for the protection of Management Company,  and
that  Management  Company would not enter this  Agreement  without the following
covenants:

                  11.1.1  During  the  term  of this  Agreement,  PC  shall  not
         establish, operate or provide Infertility Services at a medical office,
         clinic or other health care facility other than as provided for in this
         Agreement.

                  11.1.2 During the Term of this Agreement,  and for a period of
         two years  from the date it is  terminated,  PC shall not  directly  or
         indirectly own, manage, operate,  control, contract with, be associated
         with or  lend  its or its  shareholders'  names  to,  or  maintain  any
         interest whatsoever in any enterprise (i) which provides,  distributes,
         promotes  or  advertises  any  type  of  management  or  administrative
         services in competition with Management  Company;  or (ii) which offers
         any type of service or product to third parties  substantially  similar
         to those offered by Management Company.

                  11.1.3  During the term of this  Agreement,  and for two years
         from the date of  termination,  PC shall  not  hire,  attempt  to hire,
         contract  or  solicit  for  hiring  or  consultancy,  any  employee  of
         Management Company, or form a corporation, partnership or joint venture
         or other entity with any such  employee,  who is currently  employed by
         Management  Company or had been employed by Management  Company  within
         one (1) year prior to the termination of this Agreement.

                                       22

<PAGE>



         Notwithstanding  anything to the contrary  contained herein, the PC may
         (1) continue the employment of any Professional  Employees  employed by
         the PC as of the date of notice of  termination of this  Agreement,  or
         effective date of termination of this Agreement (whichever is earlier);
         and (ii) hire,  attempt  to hire,  contract  or  solicit  for hiring or
         consultancy Sue McGreevy.


                                   ARTICLE 12

                                  MISCELLANEOUS

         12.1 INDEPENDENT CONTRACTOR.  Management Company and PC are independent
contracting parties. In this regard, the parties agree that:

                  12.1.1 The relationship  between  Management Company and PC is
         that of an independent  supplier of non-medical  services and a medical
         practice,  respectively, and, unless otherwise provided herein, nothing
         in this  Agreement  shall be  construed  to  create a  principal-agent,
         employer-employee,  or master-servant  relationship  between Management
         Company and PC;

                  12.1.2  Neither PC nor  Management  Company  (on behalf of PC)
         shall seek or accept  payment  from  Medicare or Medicaid  for services
         provided by PC;

                  12.1.3  Notwithstanding  the  authority  granted to Management
         Company  herein,  Management  Company and PC agree that PC shall retain
         the full  authority  to direct all of the  medical,  professional,  and
         ethical aspects of its medical practices;

                  12.1.4 Any powers of PC not specifically  vested in Management
         Company by the terms of this Agreement shall remain with PC;

                  12.1.5 PC shall,  at all times,  be the sole  employer  of the
         Physician  Employees,  the Other  Professional  Employees and all other
         professional  personnel  engaged by PC in connection with the operation
         of its  medical  practice  at  the  Facilities,  and  shall  be  solely
         responsible for the payment of all applicable  federal,  state or local
         withholding or similar taxes and provision of workers' compensation and
         disability insurance for such professional personnel;

                  12.1.6 No party  shall  have the right to  participate  in any
         benefits,  employment  programs or plans sponsored by the other parties
         on behalf of the other parties' employees,  including,  but not limited
         to, workers'  compensation,  unemployment  insurance,  tax withholding,
         health insurance,  life insurance,  pension plans or any profit sharing
         arrangement;


                                       23

<PAGE>



                  12.1.7 In no event  shall any party be liable for the debts or
         obligations  of  any  other  party  except  as  otherwise  specifically
         provided in this Agreement; and

                  12.1.8 Matters involving the internal  agreements and finances
         of PC,  including but not limited to the  distribution  of professional
         fee income among Physician  Employees and Other Professional  Employees
         who are  providing  professional  services to patients of PC, and other
         employees of PC, disposition of PC property and stock, accounting,  tax
         preparation,  tax planning,  and pension and  investment  planning (and
         expenses  relating solely to these internal business  matters),  hiring
         and  firing  of  physicians,  decisions  and  contents  of  reports  to
         regulatory  authorities  governing PC and  licensing,  shall remain the
         sole responsibility of PC.

         12.2 FORCE  MAJEURE.  No party shall be liable to the other for failure
to perform any of the services  required  under this Agreement in the event of a
strike,  lockout,  calamity,  act of God,  unavailability of supplies,  or other
event over which such party has not control, for so long as such event continues
and for a reasonable period of time thereafter, and in no event shall such party
be  liable  for  consequential,  indirect,  incidental  or like  damages  caused
thereby.

         12.3 USE OF NAME OF PC. The name or any statement  that may  implicitly
refer  directly  or  indirectly  to PC or impute  any  affiliation  directly  or
indirectly  between Management Company and PC shall not be used in any manner or
on behalf of Management  Company in any advertising or promotional  materials or
otherwise without PC's prior written consent.  However,  Management  Company may
use P.C's name or address in advertising to the public solely for the purpose of
providing directions to the office(s) of PC.

         12.4  EQUITABLE  RELIEF.   Without  limiting  other  possible  remedies
available to a  non-breaching  party for the breach of the  covenants  contained
herein, injunctive or other equitable relief shall be available to enforce those
covenants,  such relief to be without the  necessity  of posting  bond,  cash or
otherwise.  If any restriction  contained in said covenants is held by any court
to be unenforceable or unreasonable,  a lesser  restriction shall be enforced in
its place and remaining  restrictions therein shall be enforced independently of
each other.

         12.5 PRIOR AGREEMENTS;  AMENDMENTS. This Agreement supersedes all prior
agreements  and  understandings  between the  parties as to the  subject  matter
covered hereunder,  and this Agreement may not be amended,  altered,  changed or
terminated orally. No amendment,  alteration,  change or attempted waiver of any
of the  provisions  hereof shall be binding  without the written  consent of all
parties, and such amendment,  alteration, change, termination or waiver shall in
no way affect the other terms and  conditions  of this  Agreement,  which in all
other respects shall remain in full force.


                                       24

<PAGE>



         12.6  ASSIGNMENT;  BINDING  EFFECT.  This  Agreement and the rights and
obligations  hereunder may not be assigned  without the prior written consent of
all of the parties,  and any attempted  assignment without such consent shall be
void and of no force and effect,  except that Management Company may assign this
Agreement  to any  subsidiary  or affiliate of  Management  Company  without the
consent of the other parties.  The provisions of this Agreement shall be binding
upon and shall  inure to the benefit of the  parties'  respective  heirs,  legal
representatives, successors and permitted assigns.

         12.7 WAIVER OF BREACH.  The  failure to insist  upon strict  compliance
with any of the terms,  covenants  or  conditions  herein  shall not be deemed a
waiver  of such  terms,  covenants  or  conditions,  nor  shall  any  waiver  or
relinquishment  of any  right  at any one or more  times be  deemed a waiver  or
relinquishment of such right at any other time or times.

         12.8 GOVERNING  LAW. This Agreement  shall be governed by and construed
in  accordance  with the  laws of the  State of New  York.  Any and all  claims,
disputes,  or  controversies  arising under,  out of, or in connection with this
Agreement or any breach thereof,  except for equitable relief sought pursuant to
Section 11.4 hereof,  shall be determined by binding arbitration in the State of
New York,  County of New York  (hereinafter  "Arbitration").  The party  seeking
determination  shall  subject  any such  dispute,  claim or  controversy  to the
American Arbitration  Association,  New York County, and the rules of commercial
arbitration  of the  selected  entity shall  govern.  The  Arbitration  shall be
conducted  and decided by three (3)  arbitrators,  unless the  parties  mutually
agree,  in  writing at the time of the  Arbitration,  to fewer  arbitrators.  In
reaching a decision, the arbitrators shall have no authority to change or modify
any provision of this  Agreement,  including any liquidated  damages  provision.
Each party shall bear its own  expenses  and  one-half the expenses and costs of
the  arbitrators.  Any application to compel  Arbitration,  confirm or vacate an
arbitral award or otherwise  enforce this Section shall be brought in the Courts
of the State of New York or the United  States  District  Court for the Southern
District of New York, to whose  jurisdiction for such purposes PC and Management
Company hereby irrevocably consent and submit.

         12.9 SEPARABILITY. If any portion of the provisions hereof shall to any
extent be invalid or  unenforceable,  the  remainder of this  Agreement,  or the
application of such portion or provisions in  circumstances  other than those in
which it is held invalid or unenforceable,  shall not be affected  thereby,  and
each portion or provision of this  Agreement  shall be valid and enforced to the
fullest  extent  permitted by law, but only to the extent the same  continues to
reflect  fairly the intent and  understanding  of the parties  expressed by this
Agreement take as a whole.

         12.10  HEADINGS.  Section and  paragraph  headings are not part of this
Agreement  and are included  solely for  convenience  and are not intended to be
full or accurate descriptions of the contents thereof.


                                       25

<PAGE>



         12.11 NOTICES. Any notice hereunder shall have been deemed to have been
given only if in writing and either  delivered in hand or sent by  registered or
certified mail, return receipt requested,  postage prepaid,  or by United States
Express Mail or other commercial  expedited  delivery service,  with all postage
and delivery charges prepaid, to the addresses set forth below:

                  If to Management Company:

                           Gerardo Canet, President
                           IntegraMed America, Inc.
                           One Manhattanville Road
                           Purchase, New York 10577-2100

                  With a copy to:

                           Claude E. White, Esq.
                           General Counsel
                           IntegraMed America, Inc.
                           One Manhattanville Road
                           Purchase, New York 10577-2100

                  If to PC:

                           Gabriel San Roman, MD, President
                           MPD Medical Associates, P.C.
                           200 Old Country Road
                           Mineola, New York 11501

                  With a copy to:

                           Charles A. Bilich, Esq.
                           Meltzer, Lippe, Goldstein & Schlissel, P.C.
                           190 Willis Avenue
                           Mineola, New York 11501

Any party hereto, by like notice to the other parties,  may designate such other
address or addresses to which notice must be sent.

         12.12 ENTIRE  AGREEMENT.  This  Agreement  and all  attachments  hereto
represent  the entire  understanding  of the parties  hereto with respect to the
subject matter hereof and thereof, and cancel and supersede all prior agreements
and  understandings  among the parties  hereto,  whether  oral or written,  with
respect to such subject matter.


                                       26

<PAGE>



         12.13 NO MEDICAL  PRACTICE BY MANAGEMENT  COMPANY.  Management  Company
will not engage in any activity that  constitutes the practice of medicine,  and
nothing contained in this Agreement is intended to authorize  Management Company
to engage in the practice of medicine or any other licensed profession.

         12.14    CONFIDENTIAL INFORMATION.

                  12.14.1  During the initial  term and any  renewal  term(s) of
         this  Agreement,  the parties  may have access to or become  acquainted
         with each others' trade secrets and other  confidential  or proprietary
         knowledge  or  information  concerning  the conduct and details of each
         party's business ("Confidential Information").  At all times during and
         after the  termination  of this  Agreement,  no party shall directly or
         indirectly,   communicate,  disclose,  divulge,  publish  or  otherwise
         express to any individual or governmental or non-governmental entity or
         authority  (individually  and collectively  referred to as "Person") or
         use for its own benefit or the  benefit of any Person any  Confidential
         Information,  no matter how or when acquired,  of another  party.  Each
         party  shall  cause  each  of  its  employees  to  be  advised  of  the
         Confidential  nature of such  Confidential  Information and to agree to
         abide by the  confidentiality  terms of this Agreement.  No party shall
         photocopy  or  otherwise  duplicate  any  Confidential  Information  of
         another  party without the prior  express  written  consent of the such
         other  party  except as is  required  to  perform  services  under this
         Agreement. All such Confidential Information shall remain the exclusive
         property of the  proprietor  and shall be  returned  to the  proprietor
         immediately upon any termination of this Agreement.

                  12.14.2 Confidential Information shall not include information
         which (i) is or becomes known through no fault of a party hereto;  (ii)
         is learned by a party from a third-party  legally  entitled to disclose
         such information;  or (iii) was already known to a party at the time of
         disclosure by the disclosing party.

                  12.14.3 In order to minimize  any  misunderstanding  regarding
         what   information  is  considered  to  be  Confidential   Information,
         Management  Company or PC will  designate  at each  others  request the
         specific  information  which  Management  Company or PC considers to be
         Confidential Information.

         12.15    INDEMNIFICATION.

                  12.15.1  Management  Company  agrees  to  indemnify  and  hold
         harmless PC, its directors,  officers,  employees and servants from any
         suits,  claims,  actions,  losses,  liabilities or expenses  (including
         reasonable  attorney's  fees and costs) arising out of or in connection
         with any act or failure  to act by  Management  Company  related to the
         performance of its duties and  responsibilities  under this  Agreement.
         The  obligations  contained  in  this  Section  12.15.1  shall  survive
         termination of this Agreement.

                                       27

<PAGE>



                  12.15.2 PC agrees to indemnify  and hold  harmless  Management
         Company, its shareholders,  directors, officers, employees and servants
         from any  suits,  claims,  actions,  losses,  liabilities  or  expenses
         (including  reasonable  attorney's fees and costs) arising out of or in
         connection  with  any  act or  failure  to act by PC's  related  to the
         performance of its duties and  responsibilities  under this  Agreement.
         The  obligations  contained  in  this  Section  12.15.2  shall  survive
         termination of this Agreement.

                  12.15.3  In  the  event  of  any  claims  or  suits  in  which
         Management   Company  and/or  PC  and/or  their  directors,   officers,
         employees and servants are named, each of Management Company and PC for
         their respective directors,  officers,  employees agree to cooperate in
         the defense of such suit or claim; such cooperation  shall include,  by
         way of example but not limitation,  meeting with defense counsel (to be
         selected  by  the  respective  party  hereto),  the  production  of any
         documents in his/her  possession for review,  response to subpoenas and
         the  coordination  of any  individual  defense  with  counsel  for  the
         respective  parties  hereto.  The  respective  party shall,  as soon as
         practicable,  deliver to the other copies of any summonses, complaints,
         suit letters,  subpoenas or legal papers of any kind,  served upon such
         party,  for which  such party  seeks  indemnification  hereunder.  This
         obligation  to  cooperate  in the  defense of any such  claims or suits
         shall survive the termination, for whatever reason, of this Agreement.

                  12.15.4  Management  Company will defend,  indemnify  and hold
         harmless  the PC  against  and in  respect  of (i) any  and all  debts,
         liabilities  and  obligations of the PC accruing prior to the Effective
         Financial Date ["Prior PC  Liabilities"]  and (ii) any and all actions,
         suits, proceedings, claims, demands, assessments,  judgments, costs and
         expenses  (including fees and expenses of counsel)  arising out of such
         Prior PC Liabilities.

                  12.15.5  Promptly after the receipt by the PC of notice of any
         claim  or  commencement   of  any  action  or  proceeding   subject  to
         indemnification  delineated in Section 12.15.4 ("asserted  liability"),
         the PC will, demand such  indemnification  from Management  Company and
         proffer  the  defense to  Management  Company.  Management  Company may
         thereafter,  at its option,  assume such defense at its own expense and
         by its own counsel.  Management Company shall provide written notice to
         the PC, within twenty days, of its  assumption or  declination  of such
         defense.  If  Management  Company  shall  undertake to  compromise  any
         asserted liability, it shall promptly notify the PC of its intention to
         do so and the PC agrees to cooperate fully and promptly with Management
         Company and its counsel in the  compromise  and defense of any asserted
         liability.  Management  Company  shall not enter into any  non-monetary
         settlement  hereunder  without  the prior  written  consent  of the PC.
         Notwithstanding  the foregoing,  PC shall have the right to participate
         in the  compromise  or defense of any asserted  liability  with its own
         counsel and at its own expense.

                                       28

<PAGE>



         IN WITNESS  WHEREOF,  this  Agreement  has been executed by the parties
hereto as of the day and year first above written.


INTEGRAMED AMERICA, INC.




By:/s/Gerardo Canet
   ------------------------------
   Gerardo Canet, President & CEO




MPD MEDICAL ASSOCIATES, P.C.




By:/s/Gabriel San Roman
   ------------------------------------
   Gabriel San Roman, M.D., Shareholder



By:/s/Kristen Cain
   -----------------------------
   Kristen Cain, MD, Shareholder

                                       29

<PAGE>



                                   EXHIBIT 3.2


                              OFFICE AND FACILITIES
                   TO BE PROVIDED BY MANAGEMENT COMPANY TO PC



                  200 Old Country Road, Mineola, New York 11501

        2500 Nesconset Highway, Building #19, Stony Brook, New York 11790


































                                       30

<PAGE>


                                  EXHIBIT 6.3.2

                               SECURITY AGREEMENT


                                 [See Attached]




                                       31