SERVICE AGREEMENT

                                     between

                            INTEGRAMED AMERICA, INC.

                                       and

                        MPD MEDICAL ASSOCIATES (MA), P.C.



          THIS  SERVICE  AGREEMENT  ("Agreement"),  dated  May  25,  2001 by and
between IntegraMed  America,  Inc., a Delaware  corporation,  with its principal
place  of  business  at  One  Manhattanville  Road,  Purchase,  New  York  10577
("IntegraMed")   and  MPD  Medical   Associates   (MA),  P.C.,  a  Massachusetts
professional  corporation,  with its  principal  place of  business  located  at
Deaconess-Waltham Hospital, Hope Avenue, Waltham, Massachusetts 02254 ("PC").

                                    RECITALS:

          PC  specializes  in   gynecological   services,   treatment  of  human
infertility  encompassing  the  provision  of in vitro  fertilization  and other
assisted reproductive services ("Infertility Services"). PC provides Infertility
Services through Isaac Glatstein,  M.D., Patricia McShane, M.D. and Samuel Pang,
M.D.  (collectively  referred  to as  "Physicians")  as well as other  physician
employees. Physicians have entered into employment agreements with PC.

          IntegraMed is in the business of making available to medical providers
certain  assets  (facilities  and  equipment)  and support  services,  primarily
consisting of (i)  financial  management;  (ii)  administrative  systems;  (iii)
clinical and  laboratory  organization  and  function;  (iv)  marketing  and (v)
operations management.  Such support services and the provision of certain fixed
assets are collectively referred to as "Services".

          PC believes the Services will benefit its medical practice and desires
IntegraMed's  assistance with various aspects of PC's medical  practice  through
the  utilization  of the  Services as more  particularly  set forth  herein.  PC
acknowledges  and agrees that the  Services  being made  available to PC require
PC's cooperation and collaboration,  and that IntegraMed, in making the Services
available,  makes no warranty or  representation  that the Services will achieve
PC's desired goals and objectives.

          In addition,  PC desires  access to capital for funding its growth and
development, and IntegraMed desires to provide such capital or access to capital
as provided herein.

          IntegraMed  and PC entered  into a  management  agreement  dated as of
October 1, 1997, as amended,  (the "Former  Agreement")  and desire to amend and
restate the terms and conditions of the Former Agreement.



<PAGE>




          NOW  THEREFORE,  in  consideration  of the above  recitals,  which the
parties  incorporate  into this Agreement,  the mutual  covenants and agreements
herein contained and other good and valuable consideration,  PC hereby agrees to
purchase  from  IntegraMed  the  services   ("Services")  herein  described  and
IntegraMed  agrees to provide the Services on the terms and conditions  provided
herein.


                                    ARTICLE 1

                                   DEFINITIONS

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

                   1.1.1 "Additional  Service Fee" shall mean a monthly fee paid
          by PC to IntegraMed in an amount equal to a percentage of PC's monthly
          PDE.

                   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 IntegraMed and PC.

                   1.1.3  "Assets"  shall mean those  fixed  assets  utilized in
          connection with the operation of PC's medical practice, including, but
          not limited to, fixed assets and leasehold improvements.

                   1.1.4 "Base  Service Fee" shall mean a monthly fee paid by PC
          to  IntegraMed  in an amount  equal to a  percentage  of PC's  monthly
          Physician and Other Professional Revenues.

                   1.1.5   "Facilities"  shall  mean  the  medical  offices  and
          clinical  spaces of PC,  including  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   gynecological
          services, treatment of human infertility encompassing the provision of
          in  vitro  fertilization  and  other  assisted  reproductive  services
          provided  by PC or  any  Physician  Employee  and  Other  Professional
          Employee.

                   1.1.8   "Other   Professional    Employee"   shall   mean   a
          non-physician  individual  who  provides  services,   including  nurse
          anesthetists,     physician    assistants,     nurse    practitioners,
          psychologists,  and other such  professional  employees  who  generate
          professional charges, but shall not include Technical Employees.



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                   1.1.9   "Physician-Employee"   shall   mean  an   individual,
          including  a  Physician-Stockholder,  who is an  employee  of PC or is
          otherwise under contract with PC to provide  professional  services to
          PC patients and is duly licensed as a physician in the Commonwealth of
          Massachusetts.

                   1.1.10 "Physician and Other Professional Revenues" shall mean
          all fees,  whether  received or accrued,  and actually  recorded  each
          month  (net of  Adjustments)  by or on  behalf  of PC as a  result  of
          professional  medical  services  personally  furnished  to patients by
          Physician-Employees  and Other  Professional  Employees and, except as
          described in the next succeeding sentence, other fees or income earned
          in their capacity as  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  ultrasound  fees  from  businesses  owned  or  operated  by
          Physician-Stockholders.  Physician  and  Other  Professional  Revenues
          shall not include (i) board attendance fees and other  compensation in
          connection with board  memberships;  provided,  the  compensation  for
          board  related  activities  does not exceed  $5,000 in the  aggregate,
          annually,  per  Physician-Stockholder  and (ii) other  services  where
          Physician  does not  provide  professional  medical  services  such as
          testimony  and   consultation  for   litigation-related   proceedings,
          lectures,  passive  investments,  fundraising,  or writing ("Permitted
          Services");  the compensation from Permitted  Services may be retained
          by  a  Physician-Stockholder  or  Physician-Employee   without  limit,
          subject to Section  4.7.5  hereof.  Physician  and Other  Professional
          Revenues are sometimes referred to herein as "Revenues."

                   1.1.11 "Physician-Stockholder" shall mean any physician, duly
          licensed to  practice  medicine  in a  jurisdiction  where PC provides
          Infertility Services, who is or becomes a stockholder of PC.

                   1.1.12  "Predistribution  Earnings"  ("PDE")  shall  mean (i)
          Physician and Other Professional Revenues,  less (ii) Cost of Services
          and the Base Service Fee.

                   1.1.13  "Receivables"  shall mean and  include  all rights to
          payment  for  services  rendered  or goods  sold,  including,  without
          limitation, , accounts,  receivables,  contract rights, chattel paper,
          documents,  instruments and other evidence of patient  indebtedness to
          PC,  policies and  certificates  of  insurance  relating to any of the
          foregoing,  and all rights to payment,  reimbursement or settlement or
          insurance or other medical benefit payments assigned to PC by patients
          or  pursuant  to  any  Preferred  Provider,   HMO,  capitated  payment
          agreements or other agreements  between PC and a payer,  recorded each
          month (net of Adjustments).



<PAGE>


                   1.1.14  "Services"  shall mean  IntegraMed  making  available
          certain  assets  (including,  without  limitation,  all facilities and
          equipment  necessary  to  operate  the PC's  medical  practice  of the
          provision of  Infertility  Services) and support  services,  primarily
          consisting of (i) financial management;  (ii) administrative  systems;
          (iii)  clinical  and  laboratory   organization  and  function;   (iv)
          marketing and (v) operations  management,  all as more fully set forth
          in Section 3.1.

                   1.1.15  "Technical  Employees" shall mean  embryologists  and
          other  laboratory  personnel,  ultrasonographers,   phlebotomists  and
          technicians who provide services to PC.

                                    ARTICLE 2

                      COST OF SERVICES AND BASE SERVICE FEE

          2.1 "Cost of Services" shall mean all ordinary and necessary  expenses
of PC and all direct  ordinary and necessary  operating  expenses of IntegraMed,
exclusive of IntegraMed overhead costs, without mark-up,  incurred in connection
with the Services provided to PC, including,  without limitation,  the following
costs and expenses, whether incurred by IntegraMed or PC:

                   2.1.1   Salaries  and  fringe   benefits  of  all  IntegraMed
          employees  employed at PC Facilities,  along with payroll taxes or all
          other taxes and charges now or hereafter applicable to such personnel,
          and services of independent contractors;

                   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 IntegraMed personnel in connection with such
          recruitment effort;

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

                   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;



<PAGE>


                   2.1.6 Legal fees paid by IntegraMed or PC to outside  counsel
          in  connection  with  matters  specific to the  operation  or internal
          affairs of PC such as regulatory approvals required as a result of the
          parties  entering  into this  Agreement or  developing  a  shareholder
          agreement, revisions to Articles of Incorporation,  etc., in an amount
          not to exceed $20,000 annually; provided, however, legal fees incurred
          by the  parties  relative  to the  execution  or  performance  of this
          Agreement or as a result of a dispute  between the parties  under this
          Agreement  shall not be  considered a Cost of Services;  and provided,
          further any disputes between or among Physician-Stockholders shall not
          be considered Cost of Services.

                   2.1.7  Health  benefits   provided  to   Physician-Employees,
          including health and life insurance, and long-term disability;

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

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

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

                   2.1.11 Quality  Improvement  Program described in Section 3.8
          herein;

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

                   2.1.13 Cost of supplies, medical and administrative,  and all
          direct general and administrative expenses,  including but not limited
          to travel and entertainment  expenses,  car allowances  (including car
          leases),  dues  and  subscriptions,  car and  other  business  related
          expenses, such as cellular telephone, relative to PC; and

                  2.1.14   Such other costs and  expenses  directly  incurred by
                           IntegraMed related to PC's operations.

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

                   2.2.1 Any federal or state income  taxes of PC or  IntegraMed
          other than as provided above;

                   2.2.3 The Base Service Fee and the Additional Service Fee; or

                   2.2.4   Any   amount   paid   to  or   on   behalf   of   any
          Physician-Employee,  including salary,  draw or pension  contributions
          (all of which come out of PC's share of PDE).

                   2.2.5 Any proportion of  IntegraMed's  costs  attributable to
          its operation of its  corporate  offices or payment of its officers or
          employees who work out of its corporate offices.


<PAGE>




                                    ARTICLE 3

                    DUTIES AND RESPONSIBILITIES OF INTEGRAMED

         3.1      SERVICES AND ADMINISTRATION.

                   3.1.1  PC  hereby   engages   IntegraMed  for  the  Services.
          IntegraMed  agrees  to  provide  the  Services  only in the  states of
          Massachusetts, Maine, Vermont and New Hampshire (the "Territory"), and
          PC agrees to limit its use of the Services to the  Territory,  without
          prior written consent from IntegraMed.  Upon request of PC, IntegraMed
          will consider providing the Services to PC in Connecticut and/or Rhode
          Island;  provided,  however, any determination to provide the Services
          shall  not  be  unreasonably  withheld..  None  of the  Services  made
          available to PC include any physician  medical  functions.  IntegraMed
          acknowledges   that  its   timely   performance   of  its  duties  and
          responsibilities  as delineated in this Article 3 are material to this
          Agreement  and to  PC's  interest.  The  following  Services,  as more
          particularly  described in this Agreement,  shall be made available to
          PC:

                           3.1.1.1 Financial Services, including access to
                           facilities and equipment, fully integrated accounting
                           and finance programs, and budgeting and reporting.

                           3.1.1.2  Information  and  Administrative   Services,
                           including the  ARTWorks(R)suite of fertility specific
                           information systems.

                           3.1.1.3 Clinical Support Services, including
                           assistance with Standards Review, Continuous Quality
                           Improvement, Risk Management systems and
                           accreditation and access to the Council of Physicians
                           and Scientists.

                           3.1.1.4 Clinical Laboratory Services, including
                           assistance with standards review and access to the
                           Council of Physicians and Scientists.

                           3.1.1.5 Marketing Services, including assistance with
                           marketing development, physician referral development
                           and managed care contracting.

                           3.1.1.6 Such other services as IntegraMed will time
                           to time make available to its network of infertility
                           practitioners. IntegraMed reserves the right to
                           alter, modify or cease any Service; provided,
                           however, IntegraMed will use its best effort to avoid
                           materially altering PC's ability to continue its
                           business based on any decision to alter, modify or
                           cease any Service..



<PAGE>


                   3.1.2 IntegraMed will, on behalf of PC and as directed by PC,
          bill patients  timely 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 Other Professional Employee. PC
          hereby  appoints  IntegraMed  for the term  hereof  to be its true and
          lawful attorney-in-fact, for the following purposes: (i) bill patients
          in PC's name and on its behalf;  (ii)  collect  Receivables  resulting
          from such  billings  in PC's  name and on its  behalf;  (iii)  receive
          payments from insurance companies, prepayments from health care plans,
          and all other third-party  payors; (iv) 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  Receivables;  and (v) at PC's  request,  initiate  the
          institution  of  legal  proceedings  in  the  name  of PC,  with  PC's
          cooperation, 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 by PC, and to contest  adjustments  and
          denials by  governmental  agencies (or its fiscal  intermediaries)  as
          third-party payors.

                   3.1.3  IntegraMed  will provide the  administrative  services
          function of supervising  and  maintaining  (on behalf of PC) all files
          and records  relating to the operations of the  Facilities,  including
          but not limited to  accounting  and  billing  records,  including  for
          billing  purposes,  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.  IntegraMed'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.  IntegraMed  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  IntegraMed  will  provide,  as  requested  by 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  efficient
          operation of PC's medical practice at the Facilities.

                   3.1.5 With PC's  cooperation  and  participation,  IntegraMed
          will  design and assist with  implementing  an  appropriate  marketing
          program for PC. PC's  participation  is essential in  developing  such
          marketing  program  and  accordingly,   will  designate  one  or  more
          physicians  and  staff  to  work  with  IntegraMed  in  designing  and
          implementing such marketing program.



<PAGE>


                   3.1.6  IntegraMed,  upon  request  of PC,  will  assist PC in
          recruiting additional physicians,  including IntegraMed providing 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  IntegraMed  and  accepted  by PC  shall  be
          employees of or independent contractors to PC.

                   3.1.7  IntegraMed  will assist PC in negotiating  any managed
          care contracts to which PC desires to become a party.  IntegraMed will
          provide administrative  assistance to PC in fulfilling its obligations
          under any such contract.

                   3.1.8 IntegraMed will arrange,  in consultation  with PC, for
          legal and  accounting  services as may be  reasonably  required in the
          ordinary course of PC's operation.

          3.2 FACILITIES.  After the Joint Practice  Management Board determines
the nature  and  extent of the  facilities  needed  for PC's  medical  practice,
IntegraMed  will assist PC in obtaining  such  Facilities,  including  providing
administrative  support,  effort and  resources  in  obtaining  the  Facilities,
including all furniture, equipment and furnishings necessary for 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 PC's medical practice at
the  Facilities.  IntegraMed will arrange for the cleanliness of the Facilities,
and  timely  maintenance  and  cleanliness  of  the  equipment,   furniture  and
furnishings  located  therein.  IntegraMed will advise,  counsel and collaborate
with  PC  regarding  the  condition,  use and  needs  for  the  Facilities,  the
improvements thereto, equipment and services.

         3.3      EXECUTIVE DIRECTOR AND OTHER PERSONNEL.

                   3.3.1 EXECUTIVE DIRECTOR. IntegraMed will employ an Executive
          Director,  selected by the Joint Practice  Management Board, to manage
          and  administer  all  of  the  day-to-day  business  functions  of the
          Facilities.  The Joint  Practice  Management  Board  will  direct  the
          day-to-day  functions of the Executive  Director in  implementing  the
          policies agreed upon by the Joint Practice  Management  Board.  Salary
          and fringe benefits paid to the Executive Director shall be determined
          by the Joint Practice Management Board.

                   3.3.2 PERSONNEL. IntegraMed will provide, as requested by PC,
          Other  Professional  Employees,   Technical  Employees,   support  and
          administrative  personnel,  clerical,  secretarial,   bookkeeping  and
          collection  personnel reasonably necessary for the efficient operation
          of PC at the  Facilities.  Such  personnel will be under the direction
          and supervision of the Executive  Director,  with Technical  Employees
          and  Other   Professional   Employees   subject  to  the  professional
          supervision of PC.



<PAGE>


          3.4 FINANCIAL  PLANNING AND GOALS.  IntegraMed,  in collaboration with
PC, will prepare,  for the approval of the Joint Practice  Management  Board (as
defined in Section 5.1), an annual  capital and operating  budget (the "Budget")
reflecting the  anticipated  Revenues and Cost of Services,  sources and uses of
capital  for  growth  of PC's  practice  and for the  provision  of  Infertility
Services  at the  Facilities.  IntegraMed  will  present the Budget to the Joint
Practice  Management  Board for its  approval at least thirty (30) days prior to
the  commencement  of the Fiscal Year. If the Joint  Practice  Management  Board
cannot  agree  on PC's  Budget  for any  Fiscal  Year  during  the  term of this
Agreement,  the Budget for the  preceding  Fiscal  Year will serve as the Budget
until such time as a new Budget is approved.

          3.5  FINANCIAL  STATEMENTS.  IntegraMed  will  deliver  to PC  monthly
financial statements ("Financial  Statements") within thirty (30) days after the
end of each calendar  month.  Such  Financial  Statements  will  comprise,  on a
monthly  and  year-to-date  basis,  a  statement  of PC's  Revenues  and Cost of
Services, and PDE, as hereinafter defined.

          3.6 TAX PLANNING AND TAX RETURNS.  IntegraMed  will not be responsible
for any tax planning or tax return  preparation for PC, but will provide support
documentation in connection with the same. Such support  documentation  will not
be destroyed without PC's consent.

          3.7  INVENTORY  AND  SUPPLIES.  IntegraMed  shall  order and  purchase
inventory and  supplies,  and such other  materials  which are equested by PC to
enable PC to deliver Infertility Services in a cost-effective quality manner.

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

          3.9 RISK MANAGEMENT.  IntegraMed shall assist PC in the development of
a Risk Management Program and in meeting the standards of such Program.

          3.10  PERSONAL  POLICIES  AND  PROCEDURES.  IntegraMed  shall  develop
personnel  policies,  procedures  and  guidelines,  governing  office  behavior,
protocol and procedures,  which, with PC's  cooperation,  will aid in compliance
with  applicable  laws and guidelines  related to employment and human resources
management.

          3.11 LICENSES AND PERMITS. IntegraMed will coordinate and assist 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 operations of PC and equipment  located at the  Facilities,
other than those relating to the practice of medicine or the  administration  of
drugs by Physician-Employees.




<PAGE>


                                    ARTICLE 4

                        DUTIES AND RESPONSIBILITIES OF PC

          4.1 PC, in engaging  IntegraMed  to provide the Services  described in
this  Agreement,  acknowledges  that PC's timely  performance  of its duties and
responsibilities  as delineated in this Article 4 are material to this Agreement
and to IntegraMed's interest.

          4.2 PROFESSIONAL  SERVICES. PC shall use its best efforts to cause its
Physician-Employees   to  provide  Infertility  Services  to  PC's  patients  in
compliance at all times with ethical standards, laws and regulations applying to
the   practice   of  medicine  in  the   applicable   jurisdiction   which  such
Physician-Employee  provides  Infertility  Services  on  behalf  of PC. PC shall
ensure that each Physician-Employee, any Other Professional Employee employed by
PC, and any other professional  provider  associated with PC is duly licensed to
provide  the  Infertility  Services  being  rendered  within  the  scope of such
provider's practice.  In addition,  PC shall require each  Physician-Employee to
maintain a DEA number and appropriate  medical staff privileges as determined by
PC during the term of this Agreement. In the event that any disciplinary actions
or medical malpractice actions are initiated against any  Physician-Stockholder,
Physician-Employee or other professional  provider, PC shall promptly inform the
Executive  Director and provide the underlying  facts and  circumstances of such
action,  and the  proposed  course of action to  resolve  the  matter.  Periodic
updates, but not less than monthly, shall be provided to IntegraMed.

          4.3  MEDICAL  PRACTICE.   PC  shall  use  and  occupy  the  Facilities
exclusively for the purpose of providing Gynecology,  Infertility Services,  and
related  services and  activities  and shall use its best efforts to comply with
all applicable  laws and  regulations  and all  applicable  standards of medical
care,  including,  but not limited to, those established by the American Society
of Reproductive Medicine. The medical practice conducted at the Facilities shall
be conducted solely by Physician-Employees employed by or serving as independent
contractors  to PC, and Other  Professional  Employees  employed by PC. No other
physician  or  medical  practitioner  shall be  permitted  to use or occupy  the
Facilities  without the prior written consent of IntegraMed,  except in the case
of a medical  emergency,  in which  event,  notification  shall be  provided  to
IntegraMed as soon after such use or occupancy as possible.

          4.4 EMPLOYMENT OF PHYSICIAN AND OTHER PROFESSIONAL  EMPLOYEES.  In the
event PC shall  determine that  additional  physicians  are necessary,  PC shall
undertake and use its best efforts to select  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.  PC shall cause each  Physician-Employee  to enter into an  employment
agreement with PC ("Physician Employment Agreement") in such form as is mutually
acceptable to PC and IntegraMed.  Except as otherwise provided in Sections 4.7.4
and  5.2.5  of  this   Agreement,   PC  shall  have  complete   control  of  and
responsibility  for  the  hiring,  compensation,   supervision,  evaluation  and
termination  of  its  Physician-Employees,   although  at  the  request  of  PC,
IntegraMed shall consult with and advise PC respecting such matters.



<PAGE>


          4.5   CONTINUING   MEDICAL   EDUCATION   .  PC   shall   require   its
Physician-Employees  to participate in such continuing  medical  education as PC
deems to be reasonably  necessary for such  physicians to remain  current in the
provision of Infertility Services.

          4.6 PROFESSIONAL  INSURANCE . PC shall maintain professional liability
coverage at all times in limits of not less than $1 million per  occurrence,  $3
million  in the  aggregate.  In the event PC  desires  to be made an  additional
insured under  IntegraMed's  professional  liability coverage as provided for in
Section 11.2, PC shall  cooperate in the obtaining and retaining of professional
liability  insurance  by  assuring  that  its   Physician-Employees   and  Other
Professional  Employees,  if applicable,  are insurable and  participating in an
on-going Risk Management Program in cooperation with IntegraMed.

          4.7  DIRECTION  OF  PRACTICE PC and its  Physician-Shareholders,  as a
continuing condition of IntegraMed's obligations under this 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.  PC,
through its physicians, is expected to provide leadership in its market area and
fully  cooperate with  IntegraMed in  IntegraMed's  efforts to make the Services
available  to PC as  determined  by the  Joint  Practice  Management  Board.  In
furtherance of which:

                   4.7.1 PC shall  operate  and  maintain  at the  Facilities  a
          full-time  practice  of  medicine  specializing  in the  provision  of
          Infertility  Services  and shall  maintain  and enforce the  Physician
          Employment  Agreements or in such other form as is mutually  agreed to
          by the PC and  IntegraMed in writing.  PC covenants  that it shall not
          employ any physician,  or have any physician as a shareholder,  unless
          said physician shall sign the Physician  Employment Agreement prior to
          assuming the status as employee and/or shareholder.  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 Service Agreement.

                   4.7.2  PC  shall  not  terminate  the  Physician   Employment
          Agreement(s)  of any  Physician or  Shareholder,  except in accordance
          with the  Physician  Employment  Agreement(s),  or amend or modify the
          Physician Employment  Agreements in any material manner, nor waive any
          material  rights  of the  PC  thereunder  without  the  prior  written
          approval  of  IntegraMed,  which  approval  will  not be  unreasonably
          withheld,  and it shall  be  deemed  unreasonable  for  IntegraMed  to
          withhold  consent of an  amendment  or  modification  mandated  by the
          necessity of compliance  with  applicable law. PC covenants to enforce
          the terms of each Physician  Employment  Agreement,  including but not
          limited to any covenants  not to compete and other terms  confirming a
          Physician-Employee's  commitment to practice  medicine  solely through
          the PC for a specified  number of years. In addition,  in the exercise
          of  IntegraMed's  sole  discretion,  if the PC  fails  to  pursue  the
          enforcement  of its rights  against a  Physician-Employee,  IntegraMed
          shall have the right, but not the obligation,  to direct,  initiate or
          join  in  a  lawsuit  to  enforce  the  provisions  of  any  Physician
          Employment  Agreement  and PC shall  assign its  rights  and  remedies
          against such Physician-Employee upon the request of IntegraMed.



<PAGE>


                   4.7.3 Recognizing that IntegraMed would not have entered into
          this  Agreement  but for the PC's covenant to maintain and enforce the
          Physician  Employment  Agreements  with any  physician now employed or
          physicians  who may  hereafter  become  employees  of the  PC,  and in
          reliance upon such Physician-Employee's  observance and performance of
          all of the obligations under the Physician Employment Agreements,  any
          damages,  liquidated  damages,  compensation,  payment  or  settlement
          received by the PC from a physician  whose  employment is  terminated,
          shall be paid to  IntegraMed in  proportion  to  IntegraMed's  loss or
          damages.

                   4.7.4 PC shall retain that number of  Physician-Employees  as
          are  reasonably   necessary  and  appropriate  for  the  provision  of
          Infertility  Services.  However,  PC agrees that it will not hire more
          physicians than consented to by the Joint Practice  Management  Board,
          which  shall  not  be  unreasonable   in  giving  its  consent.   Each
          Physician-Employee  shall hold and  maintain a valid and  unrestricted
          license to practice medicine in the applicable jurisdiction where such
          Physician-Employee  provides Infertility Services on behalf of PC, and
          all  full-time  Physician-Employees  shall  be board  eligible  in the
          practice  of  gynecology,   with  training  in  the   subspecialty  of
          infertility   and  assisted   reproductive   medicine.   PC  shall  be
          responsible for paying the compensation  and benefits,  as applicable,
          for all Physician-Employees,  and for withholding, as required by law,
          any sums for income tax, unemployment  insurance,  social security, or
          any other withholding  required by applicable law.  IntegraMed may, on
          behalf of the PC,  establish  and  administer  the  compensation  with
          respect to such  Physician-Employees  in  accordance  with the written
          agreement between the PC and each Physician Employee. IntegraMed shall
          neither  control  nor  direct  any  Physician  in the  performance  of
          Infertility   Services  for   patients,   and   IntegraMed   will  not
          unreasonably interfere with the employer-employee relationship between
          PC and its Physician-Employees.

                   4.7.5  PC  shall  insure  that  Physician-Employees   provide
          patient  care and  clinical  backup as  required  to insure the proper
          provision  of  Infertility  Services  to  patients  of the PC at  PC's
          Facilities.  PC shall  insure that its  full-time  Physician-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,  and that  Permitted
          Services,  of  any  Physician-Employee  do  not  interfere  with  such
          Physician-Employees full time practice of Infertility Services at PC's
          Facilities.

                   4.7.6 PC covenants to obtain  necessary  licenses and operate
          clinical  laboratory  and tissue bank services in accordance  with all
          applicable laws and  regulations.  PC agrees that the Medical Director
          or Tissue Bank Director, if applicable,  shall be  Physician-Employees
          or Other Professional Employees, if applicable, of the PC who meet the
          qualifications  required by applicable  State law or  regulation,  and
          that  should  there be a vacancy in any such  position,  PC will cause
          another   Physician-Employee   or  Other  Professional   Employee,  if
          applicable,  to fill such vacancy in accordance with applicable  State
          law.



<PAGE>


                   4.7.7 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 PC. In the event of a termination or
          dissolution  of PC,  or the  termination  of  this  Agreement  for any
          reason, PC and its Physician-Stockholders  will have the obligation to
          account to patients and to arrange for the storage or disposal of such
          Biological  Materials  in  accordance  with  patient  consent  and the
          ethical  guidelines of the American  Society of Reproductive  Medicine
          ("Relocation  Program").  IntegraMed,  in  such  event,  will,  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 an
          appropriate  fee shall be paid  during  that time.  These  obligations
          shall survive the termination of this Agreement.

                   4.7.8 Except for  circumstances  outside the control of PC or
          Physician-Stockholders, PC covenants not to terminate or dissolve as a
          professional  services  corporation except on six months prior written
          notice to  IntegraMed.  PC covenants  that such a restriction  will be
          contained  either in PC's by-laws or shareholder  agreement among PC's
          shareholders. In the event that such termination or dissolution occurs
          without the requisite  prior written  notice,  for a reason other than
          the death or disability of all of the  shareholders,  or any successor
          entity fails to continue the medical  practice of PC  substantially in
          the  form  contemplated  by  this  Agreement,  PC and  its  individual
          shareholders,  shall indemnify IntegraMed for: (i) the actual costs of
          maintaining   the  Facilities  and  any  reasonably   necessary  Other
          Professional  Employees  during and relating to a  Relocation  Program
          (Section 4.7.7); (ii) legal costs for re-licensing;  (iii) recruitment
          of other  physicians  to assume the  Practice;  and (iv) any  damages,
          costs, liabilities,  including reasonable attorneys fees, arising from
          claims,  suits, causes of action or proceedings,  brought by a patient
          of the PC having an interest in any  Biological  Materials kept at the
          Facilities.  These  obligations  shall survive the termination of this
          Agreement.

                   4.7.9 PC will designate  certain  physicians to (i) work with
          IntegraMed  in  designing  and  implementing   marketing  plans,  (ii)
          participate  in  marketing  strategy  sessions,   and  (iii)  identify
          targeted referral sources and managed care opportunities.  Recognizing
          that  successfully   collecting   Receivables  is  dependent  on  PC's
          participation and cooperation, PC will cooperate fully with respect to
          IntegraMed's   collection   efforts,   and  policies  and   procedures
          established  by the Joint  Practice  Management  Board  governing  the
          collection of Receivables.

          4.8 PRACTICE DEVELOPMENT,  COLLECTION EFFORTS AND NETWORK INVOLVEMENT.
PC agrees that during the term of this  Agreement,  PC covenants  for itself and
will use its best efforts to cause its Physician-Employees to:

                   4.8.1 Execute such  documents and take such steps  reasonably
          necessary  to assist  billing  and  collecting  for  patient  services
          rendered by PC and its Physician-Employees;



<PAGE>


                   4.8.2  Promote  PC's  medical  practice  and  participate  in
          marketing efforts developed by IntegraMed; and

                   4.8.3  Participate  in  IntegraMed   network  activities  and
          programs, including managed care agreements and IPA arrangements.

          4.9  PERSONNEL  POLICIES PC covenants for itself and will use its best
efforts to cause its  Physician-Employees and any other employees to comply with
reasonable  personnel policies and guidelines developed for the PC by IntegraMed
and/or the Joint Practice  Management Board, which shall include  administrative
protocols and policies  designed to insure that the  Facilities  comply with all
applicable laws and regulations, federal, state and local.

          4.10 CANCELLATION OF WARRANTS.  Contemporaneous  with the execution of
this Agreement, each Physician will deliver to IntegraMed, for cancellation, the
Warrants  dated November 17, 1998 to acquire  IntegraMed  Common Stock that were
issued to  Physicians  in  consideration  of PC extending the term of the Former
Agreement.


                                    ARTICLE 5

                        JOINT DUTIES AND RESPONSIBILITIES

          5.1  FORMATION  AND  OPERATION  OF JOINT  PRACTICE  MANAGEMENT  BOARD.
IntegraMed  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 overall operation of PC. The Joint Practice
Management Board will consist of designated representatives from IntegraMed, one
or more PC owners, as determined by PC, such other PC physicians, as appropriate
and determined by PC, and the Executive Director. It is the intent and objective
of IntegraMed and PC that they agree on the overall provision of the Services to
PC. In the case of any matter  requiring  a formal  vote,  PC shall have one (1)
vote and IntegraMed  shall have one (1) vote. The desire is that  IntegraMed and
PC agree on matters of operations and that, if they disagree,  they will have to
work cooperatively to resolve any disagreement.

          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 IntegraMed shall be subject to the
          review,  amendment,  approval and  disapproval  of the Joint  Practice
          Management  Board.  The  parties  covenant  and  agree  to  use  their
          respective  best  efforts  to  assist  the Joint  Management  Board in
          achieving  the  projected  budgets.  PC  and  IntegraMed  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  IntegraMed to incur losses under this
          Agreement in order to sustain PC's operations. For example, IntegraMed
          may take appropriate  steps to reduce its Cost of Services in order to
          avoid negative PDE at any point.



<PAGE>


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

                  5.2.4 STRATEGIC PLANNING.  The Joint Practice Management Board
          shall develop long-term strategic plans, from time to time.

                  5.2.5 PHYSICIAN  HIRING.The  Joint Practice  Management  Board
          shall,  in  conjunction  with PC,  determine,  the  number and type of
          physicians  required for the efficient operation of PC. In addition to
          any  other   approvals   required   under   this   Agreement   or  the
          Physician-Stockholder  Agreements,  the approval of the Joint Practice
          Management  Board  shall  be  required  for any  modifications  to the
          restrictive covenants contained in any physician employment agreement.

                  5.2.6 EXECUTIVE DIRECTOR.  The Joint Practice Management Board
          will  direct  the  day-to-day  functions  of  the  Executive  Director
          employed by IntegraMed pursuant to Section 3.3.1.


<PAGE>





                                    ARTICLE 6

                           LICENSE OF INTEGRAMED NAME

          6.1 GRANT OF  LICENSE.  IntegraMed  hereby  grants to PC a  revocable,
non-exclusive and  non-assignable  license for the term of this Agreement to use
the name  REPRODUCTIVE  SCIENCE  CENTER(R)  and a revocable,  non-exclusive  and
non-assignable  license with respect to any other service names, trademark names
and logos of IntegraMed (the "Trade Names") in conjunction with the provision of
Infertility Services by PC at the Facilities within the Territory.

          6.2 FICTITIOUS NAME PERMIT. If necessary, PC shall file or cause to be
filed an original, amended or renewal application with an appropriate regulatory
agency to obtain a  fictitious  name permit  which  allows PC to practice at the
Facilities  under the Trade  Names and shall take any other  actions  reasonably
necessary to procure protection of or protect  IntegraMed's  rights to the Trade
Names.  IntegraMed shall cooperate and assist PC in obtaining any such original,
amended or renewal fictitious name permit.

          6.3  RIGHTS OF  INTEGRAMED.  PC  acknowledges  IntegraMed's  exclusive
right,  ownership,  title and interest in and to the Trade Names and will not at
any  time do or  cause  to be done  any act or  thing  contesting  or in any way
impairing or tending to impair any part of such right,  title and  interest.  In
connection with the use of the Trade Names, PC shall not in any manner represent
that it has any  ownership  interest in the Trade Names,  and PC's use shall not
create in PC's favor any right,  title,  or  interest  in or to the Trade  Names
other  than the right of use  granted  hereunder,  and all such uses by PC shall
inure to the benefit of IntegraMed.  PC shall notify IntegraMed immediately upon
becoming aware of any claim,  suit or other action brought against it for use of
the Trade Names or the  unauthorized use of the Trade Names by a third party. PC
shall not take any other  action to protect  the Trade  Names  without the prior
written  consent of IntegraMed.  IntegraMed,  if it so desires,  may commence or
prosecute any claim or suit in its own name or in the name of PC or join PC as a
party thereto.  PC shall not have any rights  against  IntegraMed for damages or
other  remedy by  reason of any  determination  of  IntegraMed  not to act or by
reason of any  settlement  to which  IntegraMed  may agree  with  respect to any
alleged  infringements,  imitations or  unauthorized  use by others of the Trade
Names,  nor shall any such  determination  of IntegraMed  or such  settlement by
IntegraMed affect the validity or enforceability of this Agreement.

                   6.3.1 IntegraMed will defend, indemnify, and hold PC harmless
          from  any  claim,  suit,  action  or  expense  (including   reasonable
          attorney's   fees)   alleging   that  PC's  use  of  the  trade   name
          "Reproductive Science Center" or any of the other Trade Names infringe
          or violate any rights of third parties.





<PAGE>

          6.4      RIGHTS UPON TERMINATION.


                  6.4.1 Upon  termination of this Agreement,  PC shall within 30
          days of the  termination  (i)  cease  using  the  Trade  Names  in all
          respects  and refrain  from making any  reference  on its  letterhead,
          consents or other  information or material to its former  relationship
          with   IntegraMed  and  (ii)  return  to  IntegraMed  all  Proprietary
          Materials as defined herein  including,  but not limited to, consents,
          policy and procedure  manuals,  Risk Management and Clinical Standards
          Review Manuals. Additionally PC will take any and all actions required
          to make the  Trade  Names  available  for use by any  other  person or
          entity designated by IntegraMed.

                  6.4.2 PC's failure  (except as otherwise  provided  herein) to
          cease using the Trade Names at the  termination  or expiration of this
          Agreement  will  result  in  immediate  and   irreparable   damage  to
          IntegraMed and to the rights of any licensee of  IntegraMed.  There is
          no  adequate  remedy  at law for such  failure.  In the  event of such
          failure,  IntegraMed  shall be entitled to equitable  relief by way of
          injunctive relief and such other relief as any court with jurisdiction
          may deem just and proper. Additionally, pending such a hearing and the
          decision on the application for such permanent injunction,  IntegraMed
          shall be entitled to a temporary  restraining  order  relating to PC's
          failure to cease using the Trade Names, without prejudice to any other
          remedy available to IntegraMed.  All such remedies  hereunder shall be
          at the expense of PC and shall not be a Cost of Services.


                                    ARTICLE 7


                             FINANCIAL ARRANGEMENTS

          7.1  COMPENSATION.  The  compensation  set forth in this  Article 7 is
being paid to IntegraMed in  consideration  of the substantial  commitment made,
capital provided and services to be rendered by IntegraMed hereunder and is fair
and reasonable.  IntegraMed  shall be paid the following  amounts  (collectively
"Compensation"):

                  7.1.1  an  amount  reflecting  all Cost of  Services  (whether
          incurred by IntegraMed  or PC) paid or accrued by IntegraMed  pursuant
          to the terms of this Agreement;

                  7.1.3. during each year of this Agreement,  a Base Service Fee
          ("Base Service Fee"),  paid monthly but reconciled to annual Revenues,
          of an amount  equal to six percent  (6%) of the first $8.0  million of
          PC's Revenues; five percent (5%) of P.C.'s Revenues over $8.0 million,
          but less than $12 million; and four percent (4%) of P.C.'s Revenues of
          $12 million and above.

                  7.1.4 For the period  January  1, 2001  through  December  31,
          2001, an  Additional  Service Fee  ("Additional  Service  Fee"),  paid
          monthly but reconciled to annual operating  results of PC, equal to 33
          1/3 % of PDE.

                  7.1.5  Commencing  with January 1, 2002 and  continuing  until
          termination of this Agreement, an Additional Service Fee, paid monthly
          but  reconciled  to annual  operating  results of PC, equal to 20 % of
          PDE.



<PAGE>


                  7.1.6 In the event that Section  7.1.3,  Section  7.1.4 and/or
          Section 7.1.5 of this Agreement is found to be illegal, unenforceable,
          against  public  policy,  or forbidden by law, by any local,  state or
          federal agency or department,  or any court of competent  jurisdiction
          ("Findings"),  then  Sections  7.1.3,  7.1.4  and  7.1.5  and the Base
          Service Fee and  Additional  Service Fee shall be replaced,  effective
          immediately and retroactive to the date of this Agreement,  by a fixed
          annual Service Fee, payable in equal monthly installments  ("Alternate
          Service Fee") on or before the 15th  business day of each month.  Said
          Alternate  Service  Fee shall be in an  amount  mutually  agreed  upon
          between  IntegraMed  and PC,  within thirty (30) days from the date of
          notice of the Findings, but in no event shall be less than One Million
          Two Hundred Fifty Thousand Dollars  ($1,250,000.00)  per annum. In the
          event of a  Finding,which  causes the Alternate  Service Fee to become
          operative,  the  parties  shall,  within  sixty  days of the  Finding,
          account for all payments  made prior to the date of the  Finding,  and
          recalculate  such  amounts  pursuant  to the  formula  provided in the
          Alternate  Service Fee. Any  overpayment to IntegraMed  resulting from
          the prior  application of Sections 7.1.3,  7.1.4 and/or 7.1.5 shall be
          applied so as to satisfy 50% of each future monthly  Alternate Service
          Fee  until  the  aggregate  of  such  overpayment  is  fully  paid  by
          IntegraMed.  Any  underpayment to IntegraMed  resulting from the prior
          application  of Sections  7.1.3,  7.1.4  and/or 7.1.5 shall be paid to
          IntegraMed  commencing  on  the  first  day  of the  next  full  month
          following the date of the Finding,  in eighteen  (18) equally  monthly
          installments.

                  7.1.7 The right of  termination  provided for in Section 9.1.3
          of this  Agreement,  if based on the fact that Section 7.1.3,  Section
          7.1.4  and  Section  7.1.5 of this  Agreement  have  been  found to be
          illegal,  unenforceable,  void,  against public policy or forbidden by
          law,  shall only be  exercisable  in the event that both (i)  Sections
          7.1.3 and 7.1.4 (or,  7.1.5) and (ii) the  Alternate  Service Fee have
          been so found by a local,  state or federal agency or  department,  or
          any court of competent jurisdiction.

         7.2      ACCOUNTS RECEIVABLE.


                  7.2.1  On or  before  the  20th  business  day of each  month,
          IntegraMed  shall  reconcile the  Receivables of PC arising during the
          previous  calendar month.  Subject to the terms and conditions of this
          Agreement,  PC hereby  sells and  assigns to  IntegraMed  as  absolute
          owner,  and  IntegraMed  hereby  purchases  from  PC  all  Receivables
          hereafter  owned by or  arising  in favor of PC on or before  the 20th
          business  day of  each  month.  All  Receivables  are  sold  on a full
          recourse basis.  IntegraMed shall transfer or pay such amount of funds
          to PC  equal  to the  Receivables  less  Compensation  due  IntegraMed
          pursuant  to Section  7.1.  PC shall  cooperate  with  IntegraMed  and
          execute all necessary  documents in  connection  with the purchase and
          assignment  of  such  Receivables  to  IntegraMed  or at  IntegraMed's
          option, to its lenders. All collections in respect of such Receivables
          shall  be  deposited  in a  bank  account  at  a  bank  designated  by
          IntegraMed.  To the extent PC comes into possession of any payments in
          respect  of  such  Receivables,  PC  shall  direct  such  payments  to
          IntegraMed for deposit in bank accounts designated by IntegraMed.



<PAGE>


                  7.2.2 Any Medicare or Medicaid  Receivables due to PC shall be
          excluded  from  the  operation  of  Section  7.2.1  hereof.  Any  such
          Receivables  shall be subject to agreement of PC and  IntegraMed  with
          respect to the collection thereof.

                  7.2.3 PC will be charged  monthly  interest  at an  annualized
          rate of  prime  plus 2% on  Receivables  with an  average  days  sales
          outstanding  ("DSO")  greater than 85 days for a trailing  three-month
          period..  For example, if prime is 6% and PC's Revenues are $1,385,000
          for a three-month  period,  the average  Revenues per day (assuming 90
          days in such three-month  period ) equals $15,389.  If on the last day
          of that same  three-month  period PC's  Receivables  are $1.5 million,
          then  PC's DSO  equal  97 days  ($1.5  million  divided  by  $15,389),
          resulting in interest  being charged for the month on $184,668 of PC's
          Receivables ($15,389 times 12 days) at a rate of 0.67% ( 6% prime plus
          2% divided by 12), or a $1,237 interest charge..

                  7.3 ADVANCES. IntegraMed agrees to advance necessary funds for
          PC to meet Cost of Services and,  subject to the reserve under Section
          7.4, to meet Physician-Employee  salaries;  provided, however, nothing
          herein  shall  obligate  IntegraMed  to  incur  Cost of  Services  and
          Physician-Employee  salary  Advances in excess of Revenues  under this
          Agreement in order to sustain PC's  operations.  IntegraMed  shall, in
          its sole discretion,  be entitled to take any and all necessary action
          to prevent financial losses, in the form of Cost of Services on behalf
          of PC, to  IntegraMed  in the event PC's Cost of Services  exceed PC's
          Revenues   at  any   point   during   the  Term  of  this   Agreement.
          Notwithstanding  anything herein to the contrary,  no Advances will be
          made by IntegraMed  to satisfy  Physician  draws,  salaries or pension
          contributions.

                  7.3.1 Any Advance hereunder shall be a debt owed to IntegraMed
          by PC and shall be  repaid  within 60 days  after  the  Advance.  Upon
          request of PC, IntegraMed will consider repayment in installments.  To
          the extent PDE is available for distribution to Physician-Stockholders
          for a  particular  month,  IntegraMed  is  authorized  to  deduct  any
          outstanding  Advance  from  the  PDE  prior  to  distribution  to  the
          Physician-Stockholders.

                  7.3.2 Interest  expense will be charged on an Advance and will
          be  computed  at the Prime  Rate used by  IntegraMed's  primary  bank.
          Advances  shall be  evidenced  by a security  agreement in the form of
          Exhibit  7.3.2,   giving  IntegraMed  a  collateral  interest  in  all
          Receivables of PC and PDE payable to PC Shareholders.

          7.4 PDE DUE PC. During the term of this Agreement, IntegraMed shall be
authorized to hold, in reserve solely for repaying Advances or remittance to PC,
PDE  belonging  to PC in an amount  equal to the greater of (i) $120,000 or (ii)
the aggregate of the highest monthly draw, on a trailing  12-month basis, of all
physicians  employed by PC. All PDE belonging to PC in excess of (i) or (ii), as
applicable,   shall   be   distributed   by   IntegraMed   to   PC   and/or   to
Physician-Stockholders   in  accordance  with  written  instructions  from  PC's
president.  Additionally,  at the written request of PC's president,  IntegraMed
will distribute to PC and/or to  Physician-Stockholders  all PDE belonging to PC
being held by IntegraMed. In such later event, IntegraMed will immediately cease
issuing  salary  checks  for  Physician-Employees  and  remit to PC its share of
monthly PDE on or about the 20th  business day  following the month in which PDE
is earned.

          7.5 MARKETING DIRECTOR. In the event a Marketing Director is hired for
the benefit of PC and commences  employment in 2001,  IntegraMed  agrees to bear
the cost of such individual's base salary, from the date of hire to December 31,
2001, which will not be treated as a Cost of Services through that date.

<PAGE>

                                    ARTICLE 8

                           TERM AND END OF TERM OPTION

          8.1 TERM. The term of this Agreement shall begin as of January 1, 2001
(the  "Effective  Date") and shall expire  August 31, 2007 (the  "Term")  unless
earlier terminated  pursuant to Article 9, below. On or before 180 days prior to
the  expiration  of the Term, PC shall  provide a written  election  notice (the
"Election  Notice")  to  IntegraMed.  Such  Election  Notice  shall  state P.C's
election to either (i) extend,  for an additional  five (5) years (the "Extended
Term"), this Agreement under the terms and conditions of this Agreement existing
at the time of the  Election  Notice,  (ii)  exercise  the option  described  in
Section 8.2 below (the  "Purchase  Election"),  or (iii) allow this Agreement to
expire at the end of the Term. In the event that PC fails to provide timely such
Election Notice,  or makes an election  described in either clause (ii) or (iii)
above, this Agreement shall expire at the end of the Term.

                   8.1.2  IntegraMed  shall honor PC's timely  Election  Notice,
          provided,  however,  in the event PC elects  to extend  the  Agreement
          pursuant to clause  8.1(i),  IntegraMed  shall have ten (10)  business
          days  from the date of  receipt  of the  Election  Notice  to  provide
          written  notice  to PC  that  IntegraMed  elects  not to  extend  this
          Agreement  ("Non-Extension  Notice"),  in which  event this  Agreement
          shall expire at the end of the Term.

                   8.1.3 On or before  180 days prior to the  expiration  of the
          Term,  IntegraMed  shall  have the right to  provide  a  Non-Extension
          Notice to PC, in which event,  this Agreement  shall expire at the end
          of the Term, provided, however, any prior Purchase Election made by PC
          shall not be  affected  by such  Non-Extension  Notice,  and  provided
          further   that  PC  shall  have  30  days  from  the  receipt  of  any
          Non-Extension  Notice  (whether  pursuant  to this  Section or Section
          8.1.2) to provide a written Purchase Election to IntegraMed.

          8.2 END OF TERM  OPTION.  In the event,  pursuant  to Section  8.1, PC
makes a timely Purchase Election, PC shall have the right at the end of the Term
(the "Acquisition"),  to (i) acquire IntegraMed's fixed assets at the Facilities
at their appraised value,  (ii) at PC's option,  repurchase the Receivables,  at
net  book  value,   purchased  by  IntegraMed  from  PC  (iii)  employ  such  of
IntegraMed's  employees at the Facilities as desired,  and (iv) pay IntegraMed a
non-extension  fee equal to 4.5 times the average  annual  aggregate of the Base
and  Additional  Service  Fees paid by P.C. to  IntegraMed  for the last two (2)
years of this Agreement.  (the "Non-Extension Fee"). The closing (the "Closing")
of the  Acquisition  shall take place on or about the last day of the Term. P.C.
shall deliver at the Closing, the dollar amount for the Fixed Assets, 50% of the
Non-Extension  Fee and a two-year  promissory note  ("Promissory  Note") for the
balance of the Non-Extension Fee, payable in two equal installments on the first
and second anniversary dates of the Closing, together with interest at an annual
rate of prime, plus two (2%) percent. The Promissory Note shall be guaranteed by
the then Physician-Shareholders.

          8.3  CLOSING.  In the event at the end of the Term the  parties do not
enter into the Extended Term,  IntegraMed  shall reconcile and make available to
PC and  IntegraMed,  all amounts due and owing to IntegraMed  and PC pursuant to
this Agreement.

          8.4 MUTUAL  RELEASES.  In the event at the end of the Term the parties
do not enter into the  Extended  Term,  upon  completion  of the  reconciliation
provided for in Section 8.3, the parties  shall enter into  acceptable  releases
pursuant to which,  among other  things,  each party (i) releases the other from
any further obligations  hereunder and (ii) is subject to no subsequent business
or operational restrictions by the other.

                                    ARTICLE 9

                          TERMINATION OF THE AGREEMENT

         9.1      TERMINATION

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

                   9.1.1 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.



<PAGE>


                   9.1.2  MATERIAL  BREACH.  If either  party  shall  materially
          breach its obligations  hereunder,  then the other party may terminate
          this  Agreement  by  providing  30 days  prior  written  notice to the
          breaching  party  detailing the nature of the breach and providing the
          breaching party with the opportunity to cure the breach. If the breach
          is  not  cured  within  such  30-day  period,   this  Agreement  shall
          terminate,  provided however, that if the breach is not curable within
          such 30-day period and the breaching party is making diligent  efforts
          to cure the  breach  during  such  30-day  period  ("Good  Faith  Cure
          Efforts"),  this Agreement shall not terminate.  If after the exercise
          of such Good Faith Cure Efforts,  the breaching  party shall be unable
          to cure the breach  within 60 days from the notice of breach  from the
          non-breaching  party, the  non-breaching  party in its sole discretion
          may extend the time in which to cure the breach,  upon  request of the
          breaching party. In the event the non-breaching  party does not extend
          the time in which to cue the breach,  this Agreement will terminate at
          the expiration of 60 days from the original  notice of breach from the
          non-breaching party.

                   9.1.3  ILLEGALITY.  Any party may  terminate  this  Agreement
          immediately  upon receipt of  notification  of a final order issued by
          any local, state or federal agency or court of competent  jurisdiction
          that the conduct  contemplated  by this Agreement is forbidden by law;
          provided,  however,  that if such  finding is based upon the nature or
          method  of  compensation  to  IntegraMed,  it  specifically  finds the
          Alternative  Service  Fee is  forbidden  by law.  Notwithstanding  the
          foregoing,  this Agreement  shall not terminate  during such period of
          time as either  party  contests  such  order or  finding in good faith
          ("Challenge")  and during any such  Challenge,  this  Agreement  shall
          remain in full force and effect.  If any governing  regulatory  agency
          asserts that the services  provided by IntegraMed under this Agreement
          are unlawful or that the practice of medicine by PC as contemplated by
          this Agreement  requires a certificate of need, and any such assertion
          is not the subject of a Challenge, or if the subject of Challenge, 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 be deemed
          terminated and the provisions of Section 10.1 shall apply.

          9.2 TERMINATION BY INTEGRAMED FOR PROFESSIONAL  DISCIPLINARY  ACTIONS.
PC shall be obligated  to suspend a physician  whose  authorization  to practice
medicine is suspended,  revoked or not renewed.  IntegraMed  may terminate  this
Agreement upon 10 days prior written notice to PC if a Physician's authorization
to practice  medicine is suspended,  revoked or not renewed and PC has failed to
suspend such physician; provided, however, such action may not be taken until PC
has been given 30 days to resolve  such  physician's  authorization  to practice
medicine.  PC shall  notify  IntegraMed  within five (5) days of a notice that a
physician's  authorization  to practice  medicine is  suspended,  revoked or not
renewed or that formal  disciplinary  action has been taken  against a physician
which could  reasonably  lead to a suspension,  revocation or  non-renewal  of a
physician's license.





<PAGE>

                                   ARTICLE 10

                  PURCHASE OF ASSETS - OBLIGATIONS AND OPTIONS

          10.1  TERMINATION  BY  INTEGRAMED.   If  IntegraMed   terminates  this
Agreement due to the insolvency of PC (Section 9.1.1),  for a material breach by
PC  (Section  9.1.2),  or PC fails to  suspend  a  physician  whose  license  is
suspended,  revoked or not renewed  (Section 9.2), or this Agreement  terminates
pursuant to Section 9.1.3, PC agrees,  within 90 days of the date of termination
of this  Agreement,  at  IntegraMed's  option,  to purchase from  IntegraMed the
IntegraMed's assets utilized directly by PC in the operation of PC business (the
"Assets") as set forth in Sections 10.1.1 and 10.1.3 below.

                  10.1.1 The  purchase  price of the Assets will be the net book
          value determined in accordance with GAAP,  consistently applied, as at
          the date of the termination.

                  10.1.2 In addition  to  purchasing  the  Assets,  PC shall pay
          IntegraMed any and all outstanding unpaid Advances.

                  10.1.3 If a purchase is completed under Section 10.1,  closing
          shall  occur  within 90 days of the date the option is  exercised.  PC
          shall assume all leases for offices and  equipment  used  directly for
          the  management  and  operation  of PC's  business  and may hire  such
          employees  from  IntegraMed as it determines  are necessary to operate
          the  medical  practice  and  business.  In such  event,  PC  shall  be
          obligated  to  indemnify  IntegraMed  for  any and  all  severance  or
          termination  obligations to IntegraMed  employees utilized directly in
          providing the Services.

          10.2 TERMINATION BY PC In the event this Agreement is terminated by PC
as a result of the  insolvency  of  IntegraMed  (9.1.1)  or  material  breach by
IntegraMed  (9.1.2),   IntegraMed  agrees,   within  90  days  of  the  date  of
termination,  at PC's option,  to sell to PC the Assets as set forth in Sections
10.1.1 together with leasehold improvements.

                  10.2.1 If a  termination  occurs under this Section  10.2,  PC
          shall have the option of assuming  leases for  offices  and  equipment
          used  directly for the  operation  of PC's  business and may hire such
          employees  from  IntegraMed as it determines  are necessary to operate
          the medical practice and business.

                  10.2.2 In the event PC  exercise  the option set forth in this
          Section  10.2,  closing  shall  occur  within  90 days of the date the
          option is  exercised.  In the event PC does not  exercise  the  option
          within 90 days of termination,  PC shall have  relinquished  its right
          and  interest  to the  Assets and  IntegraMed  shall be free to use or
          dispose of the Assets as it  determines  with neither party having any
          further obligations to the other.





<PAGE>

         10.3     TRANSFER OF OWNERSHIP

          Upon receipt of payment of the purchase  price and other payments due,
IntegraMed shall transfer ownership and possession of the Assets, and assign all
right, title and interest in and to and obligations under the Lease(s) to PC and
return to PC all security  deposits.  PC shall have the option of receiving full
credit on the purchase price for all liens,  encumbrances or security  interest,
or of having IntegraMed  transfer  ownership of the Assets free and clear of all
liens, encumbrances or security interests thereon.


                                   ARTICLE 11

                                    INSURANCE

          11.1 PC shall carry professional liability insurance,  covering itself
and its employees  providing  Infertility  Services  under this Agreement in the
minimum amount of $1 million per incident,  $3 million in the aggregate,  at its
own expense. If possible under the terms of the insurance coverage, PC shall use
its best efforts to cause  IntegraMed to be named an additional  insured on such
policies.  Evidence of such  policies  shall be  presented  to  IntegraMed  upon
execution of this Agreement.

          11.2  IntegraMed  shall use its best efforts to cause PC to be made an
additional insured under IntegraMed's professional liability coverage; provided,
however,  conditions  for  being  made an  additional  insured  shall  be (i) PC
utilizing  patient informed consent forms supplied by IntegraMed,  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 IntegraMed's
insurance company.  IntegraMed shall also carry a policy of public liability and
property damage insurance with respect to the Facilities under which the insurer
agrees to indemnify IntegraMed 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  IntegraMed.  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.

          11.3 PC and  IntegraMed  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.


                                   ARTICLE 12

                                  MISCELLANEOUS

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



<PAGE>


                   12.1.1 The relationship  between IntegraMed 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 IntegraMed
          and PC;

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

                  12.1.3 Any powers of PC not specifically vested in IntegraMed
by the terms of this Agreement shall remain with PC;

                   12.1.4 PC shall,  at all times,  be the sole  employer of the
          Physician-Employees,  the Other Professional Employees required by law
          to be employees of PC 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 that are employees of PC;

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

                   12.1.6 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

                   12.1.7 Matters involving the internal agreements and finances
          of PC,  including but not limited to the  distribution of professional
          fee  income  among  Physician  Employees  and,  if  applicable,  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,  hiring and firing of physicians,  decisions and
          contents  of  reports  to  regulatory  authorities  governing  PC  and
          licensing,  shall  remain  the  sole  responsibility  of  PC  and  the
          individual Physician-Stockholder(s), except with respect to the number
          of physicians the PC hires which will be based upon recommendations of
          the Joint Practice Management Board.

          12.2 FORCE MAJEURE.  No party shall be liable to the other parties 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 no  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.



<PAGE>


          12.3  EQUITABLE  RELIEF.  Without  limiting  other  possible  remedies
available to a  non-breaching  party for the breach of the  covenants  contained
herein,  including  the right of  IntegraMed  to cause PC to enforce any and all
provisions  of the  Physician  Employment  Agreements  described  in Section 4.3
hereof, 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.

          12.4 PRIOR AGREEMENTS; AMENDMENTS. This Agreement supersedes all prior
agreements  and  understandings  between the  parties as to the  subject  matter
covered hereunder including the Former Agreement,  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.

          12.5  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  IntegraMed  may  assign  this
Agreement to any affiliate,  which for purposes of this Agreement, shall include
any parent or  subsidiary  of  IntegraMed,  without the consent of PC,  provided
IntegraMed shall remain liable for its obligations hereunder.  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.

          12.6 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.



<PAGE>


          12.7 GOVERNING LAW. This Agreement  shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts irrespective of
the  principal  place of  business of the  parties  hereto.  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 6.4 or Section 12.3 hereof,  shall be determined by binding  arbitration
in  the   Commonwealth   of   Massachusetts,   City   of   Boston   (hereinafter
"Arbitration").  The party seeking determination shall subject any such dispute,
claim  or  controversy  to  either  (i)  JAMS/Endispute  or  (ii)  the  American
Arbitration Association, 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
Paragraph shall be brought in the Courts of the Commonwealth of Massachusetts or
the United States  District  Court for the District of  Massachusetts,  to whose
jurisdiction for such purposes PC and IntegraMed hereby irrevocably  consent and
submit.

          12.8  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 taken as a whole.

          12.9  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.

          12.10 NOTICES. Any notice or other communication  required by or which
may be  given  pursuant  to this  Agreement  shall  be in  writing  and  mailed,
certified or registered mail,  postage  prepaid,  return receipt  requested,  or
overnight  delivery  service,  such as Fedex or Airborne Express,  prepaid,  and
shall be deemed given when received.  Any such notice or communication  shall be
sent to the address set forth below:

                  12.10.1  If for IntegraMed:

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

                               With a copy to:

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







                  12.10.2  If for PC:

                           Patricia McShane, M.D., President
                           MPD Medical Associates (MA), P.C.
                           d/b/a Reproductive Science Center of Boston
                           Deaconess-Waltham Hospital
                           Hope Avenue
                           Waltham, Massachusetts 02254

                                    With a copy to:

                           Richard Yanofsky, Esq.
                           Holland & Knight, LLP
                           10 Saint James Avenue
                           Boston, Massachusetts  02116

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




<PAGE>
          12.11 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.

          12.12 NO MEDICAL PRACTICE BY INTEGRAMED. IntegraMed will not engage in
any activity that constitutes the practice of medicine, and nothing contained in
this Agreement is intended to authorize  IntegraMed to engage in the practice of
medicine or any other licensed profession.

         12.13    CONFIDENTIAL INFORMATION.

                   12.13.1  During the initial  term and any renewal  term(s) of
          this  Agreement,  the parties may have access to or become  acquainted
          with each other's 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,  except in connection with the performance
          or  enforcement  of this  Agreement,  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.

                   12.13.2   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.

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

         12.14    INDEMNIFICATION.

                   12.14.1  IntegraMed 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)  arising  out of or in  connection  with  any act or
          failure to act by IntegraMed  related to the performance of its duties
          and responsibilities  under this Agreement.  The obligations contained
          in this Section 12.14.1 shall survive termination of this Agreement.



<PAGE>



                   12.14.2 PC agrees to indemnify and hold harmless  IntegraMed,
          its shareholders, directors, officers, employees and servants from any
          suits,  claims,  actions,  losses,  liabilities or expenses (including
          reasonable  attorney's  fees) arising out of or in connection with any
          act or failure to act by PC related to the  performance  of its duties
          and responsibilities  under this Agreement.  The obligations contained
          in this Section 12.14.2 shall survive termination of this Agreement.

                   12.14.3  In the  event  of  any  claims  or  suits  in  which
          IntegraMed and/or PC and/or their directors,  officers,  employees and
          servants are named,  each of  IntegraMed  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  Physician-Stockholders.  Within 60 days after execution of this
Agreement,    PC   shall   provide    IntegraMed    with   evidence   that   the
Physician-Stockholders  are Patricia  McShane,  M.D., Isaac Glatstein,  M.D. and
Samuel Pang, M.D. and that they are parties to a shareholder agreement.

         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/Donald S. Wood
   --------------------------------------
   Donald S. Wood, Sr. Vice President &
   Chief Operating Officer



MPD MEDICAL ASSOCIATES (MA), P.C.
D/B/A RESPRODUCTIVE SCIENCE CENTER OF BOSTON



BY:/s/Patricia McShane
   ---------------------------------
   Patricia McShane, M.D., President



<PAGE>






                                  EXHIBIT 7.3.2

                               SECURITY AGREEMENT


                                 [See attached]