EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is made and entered into on
October 10, 2005 by and between IntegraMed America, Inc., a Delaware
corporation, having its principal place of business at Two Manhattanville Road,
Purchase, New York 10577 ("Company"), and Jay Higham, a resident of the state of
Connecticut, residing at 21 Rose Lane, Sandy Hook, Connecticut 06482
("Employee"), for the purpose of setting forth the terms and conditions of
Employee's employment by the Company and to protect the Company's interests,
confidential information, trade secrets and other proprietary information and to
obtain assurance that Employee will not compete with Company or solicit its
customers or its other employees during the term of employment and for a
reasonable period of time after termination of employment pursuant to this
Agreement. This Agreement contains the complete agreement between the parties
and supersedes any prior understandings, agreements or representations by or
between the parties, written or oral, which may have related to the subject
matter hereof in any way.

                                    Recitals:

         WHEREAS, The Company desires to employ Employee as the Company's
President and Chief Executive Officer, and Employee desires to accept and serve
in that capacity; and

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

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

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

                             Article I. Definitions

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

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


<PAGE>

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

    1.4 "Cause" means:

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

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

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

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

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

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

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

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

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


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<PAGE>

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

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

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

    1.7"Confidential  Information"  means any and all  information  in  whatever
form, whether written,  electronically  stored,  orally transmitted or memorized
pertaining  to: Trade Secrets;  customer  lists,  records and other  information
regarding customers; price lists and pricing policies, financial plans, records,
ledgers and information;  purchase orders, agreements and related data; business
development  plans;  products and  technologies;  product  tests;  manufacturing
costs;  product or service  pricing;  sales and  marketing  plans;  research and
development plans;  personnel and employment  records,  files, data and policies
(regardless of whether the information pertain to Employee or other employees of
Company);  tax  or  financial  information;   business  and  sales  methods  and
operations;  business correspondence,  memoranda and other records;  Inventions,
improvements and discoveries; processes and methods; and business operations and
related data formulae; computer records and related data; know-how, research and
development; trademark, technology, technical information, copyrighted material;
and any other  confidential or proprietary  data and information  which Employee
encounters during employment,  all of which are held,  possessed and/or owned by
the Company and all of which are continually used in the operations and business
of Company.  Confidential Information does not include information which (i) now
is or  hereafter  enters the  public  domain not as a result of a breach of this
Agreement by  Employee;  or (ii) is disclosed to Employee by a third party which
has the  legal  right to  disclose  such  information.  1.8  "Disability"  means
Employee's  inability,  due to a physical or mental  impairment,  to perform the
essential  functions of the Employee's  position,  where such  disability  shall
exist for an aggregate period of more than 120 days in any 365-day period or for
any period of 90 consecutive days.

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<PAGE>

    1.9 "Employee" means Jay Higham.

    1.10 "Good Reason" means:

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

        (b) any  requirement  that  Employee  report to an entity other than the
    Company, the Board or its successor, if any;

        (c) a relocation of Company's  principal executive offices to a location
    whose  distance is at least 50 miles  farther from  Employee's  then current
    residence, provided that Employee shall not have participated in or approved
    the decision to effect such relocation;

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

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

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

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

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

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

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<PAGE>

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

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

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

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

    1.15 "Trade  Secrets"  means any  information  (including  any  compilation,
device,  method,  technique or process) that: (a) derives  independent  economic
value,  actual or potential,  from not being  generally  known to, and not being


                                  Page 5 of 23
<PAGE>

readily  ascertainable by proper means by, other persons who can obtain economic
value from its  disclosure  or use,  and (b) is the subject of efforts  that are
reasonable under the  circumstances to maintain its secrecy.  The existence of a
Trade  Secret will not be negated  merely  because a person has acquired a Trade
Secret  without  express or specific  notice that it is a Trade Secret if, under
all the  circumstances,  such person  knows or has reason to know that the party
who owns the  information  or has disclosed it intends or expects the secrecy of
the type of  information  comprising  the Trade Secret to be  maintained.  Trade
Secret information includes  information of Company,  its customers,  suppliers,
joint ventures, licensors, licensees, distributors and other entities with which
Company does business.

    1.16 "Term" means the period  commencing  January 1, 2006 and terminating in
accordance with this Agreement.

                    Article II. Employment, Term, and Duties

    2.1  Employment.  Company  hereby  employs  Employee as President  and Chief
Executive  Officer,  and Employee  accepts such employment and agrees to perform
services for Company for the period and upon the other terms and  conditions set
forth in this Agreement.  Employee will report to the Board.  Company will cause
Employee to be elected to its Board effective January 1, 2006.

    2.2 Term. The Term of this  Agreement  shall commence on January 1, 2006 and
shall continue until terminated in accordance with this Agreement.

    2.3 Position and Duties.

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

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

         Upon termination of Employee's employment, for whatever reason,
         Employee agrees to resign immediately from the Company's Board of
         Directors, if requested to do so.

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<PAGE>

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

        2.3.2 Performance of Duties.  During the Term,  Employee agrees to serve
    Company  faithfully  and to the best of  Employee's  ability  and to  devote
    Employee's  full  business  time,  attention and efforts to the business and
    affairs of Company (exclusive of any period of vacation, sick, disability or
    other leave to which Employee is entitled) during normal business hours.

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

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

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

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

                Article III. Compensation, Benefits and Expenses

    3.1 Base Salary.  Subject to the provisions of Article IV of this Agreement,
during the Term, Company shall pay Employee a Base Salary at an annual rate that
is not less than Two Hundred Seventy Five Thousand Dollars ($275,000.00) or such
higher annual rate as may from time to time be approved by the Board,  such Base
Salary  to be  paid in  substantially  equal  regular  periodic  payments,  less
deductions  and  withholdings,  in accordance  with  Company's  regular  payroll
procedures,  policies and  practices as such may be modified  from time to time.
Employee shall be eligible,  at the Board's sole  discretion,  for annual salary


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<PAGE>

increases  consistent with such procedures,  policies and practices.  Employee's
Base  Salary  shall  be  reviewed  for  potential  adjustment  on the  basis  of
performance  from  time to time,  but in all  events  not less  frequently  than
annually.

    3.2 Incentive  Compensation.  Employee will  participate  in the  IntegraMed
America  Executive  Incentive  Compensation  Program ("EICP") in accordance with
which  Employee may earn an annual  incentive  bonus equal to 60% of  Employee's
Base  Salary for the  applicable  EICP year  ("Bonus").  The terms of the annual
incentive  bonus plan,  including the criteria upon which  Employee can earn the
maximum bonus,  will be determined  annually by the Board.  As determined by the
Board,  Employee may also  participate in other bonus or incentive plans adopted
by Company that are  applicable to Employee's  position,  as they may be changed
from time to time,  but nothing herein shall require the adoption or maintenance
of any such plan.

    3.3  Restricted  Stock  Grant.  The Board will  approve a grant to  Employee
equivalent to  $400,000.00  worth of shares of Company stock in accordance  with
(a) the terms of the Company's 2000 Long-Term  Incentive  Compensation Plan (the
"Plan"),  based on the closing  price of  Company's  common  stock traded on the
first trading day in January 2006; provided,  however, in no event will Employee
be granted  more than 50,000  shares of Company  stock as set forth in the Plan,
and (b) a restricted stock agreement to be entered into between the Employee and
Company.  Such  shares  will vest  quarterly  over a 10  year-period;  provided,
however,  in the  event of  death,  Disability,  termination  for  Good  Reason,
termination without cause, or cessation of the Company's  business,  such shares
shall vest immediately upon the occurrence of such event.

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

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

    3.6  Expenses.  In accordance  with  Company's  normal  policies for expense
reimbursement,  Company will reimburse Employee for all reasonable and necessary
expenses incurred by Employee in the performance of Employee's duties under this


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Agreement,  subject  to the  presentment  of  receipts  or  other  documentation
acceptable to Company.

    3.7 Relocation Expenses. Company shall reimburse Employee for reasonable and
customary  relocation  expenses,  including,  but not  limited  to,  real estate
commissions  and  closing  costs  associated  with  Employee's  sale of existing
residence and the costs of packing, loading, transporting, storing (as required)
and unloading of Employee's existing personal property from present residence to
new  residence  that is  within  40 miles of the  Company's  corporate  offices;
provided, however, that Company's obligation under this Section shall not exceed
$40,000.00 ("Relocation Allowance") and such relocation shall be completed prior
to June 30, 2007. Such reimbursements shall be made by Company on a timely basis
upon submission by Employee of receipts evidencing such expenses.  It is further
agreed that the  Relocation  Allowance  shall be grossed-up  for tax purposes so
that the net effort to Employee is the receipt of the Relocation  Allowance on a
tax-free basis.

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

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

    3.10 Automobile or Automobile Allowance. Company shall provide to Employee a
Company car, with a cost to the Company not to exceed  $1,000.00 per month or an
automobile  allowance of $1,000.00 per month,  less legally  required or legally
authorized deductions and withholdings, during the Term.

    3.11 Legal Fees.  Company  shall  reimburse  Employee  within 30 days of the
parties' execution of this Agreement,  up to $1,500.00 for reasonable legal fees
incurred by Employee in connection  with  Employee's  review of this  Agreement,
subject to Employee's timely submission of acceptable documentation of such fees
in accordance with Company's normal policies for expense verification.

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

    3.13 Right of Set-off. By accepting this Agreement, Employee consents
   to a deduction from any amounts Company owes Employee from time to time
   (including amounts owed to Employee as wages or other compensation, fringe
   benefits or vacation pay, as well as any other amounts owed to Employee by
   Company), to the extent of the amounts Employee may owe to Company. Whether
   or not Company elects to make any set-off in whole or in part, if Company


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   does not recover by means of set-off the full amount Employee may owe it,
   calculated as set forth above, Employee agrees to pay immediately the unpaid
   balance to Company.

         Article IV. Termination and Compensation Following Termination

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

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

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

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

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

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

        (a)  Notwithstanding   the  foregoing,   a  termination  for  Cause,  if
    susceptible of cure,  shall not become  effective  unless  Employee fails to
    cure such  failure  to  perform  within 30 days after  written  notice  from
    Company,  such notice to describe  such failure to perform and identify what
    reasonable actions shall be required to cure such failure to perform.

        (b) Notwithstanding the foregoing,  Employee shall not be deemed to have
    been  terminated  for Cause unless and until there shall have been delivered
    to Employee a copy of a resolution duly adopted by the  affirmative  vote of
    not less than a majority of the entire  membership of the Board at a meeting
    of the Board  called and held for the purpose  (after  reasonable  notice to
    Employee and an opportunity for Employee,  together with Employee's counsel,
    to be heard before the Board), finding that in the good faith opinion of the
    Board,  Employee  was guilty of the conduct set forth above in this  Section
    and specifying the particulars thereof in detail.

        (c) With respect to any termination for Cause, should Employee object to
    the  existence of Cause,  Employee and Company  shall submit the matter to a
    mutually  agreed-upon  neutral decision maker, who shall be an attorney with
    at least 10 years employment law experience, to decide whether Cause exists.
    If Employee  and Company  cannot agree upon such a neutral  decision  maker,
    each shall appoint one neutral decision maker, who shall be an attorney with
    at least 10 years  employment law experience,  and the two neutral  decision
    makers so chosen shall choose a third neutral decision maker, who also shall
    be an attorney with at least 10 years employment law experience. If Cause is


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<PAGE>

    found by the neutral decision  maker(s) not to exist,  Company shall pay the
    fee(s) of the decision maker(s);  if Cause is found to exist, Employee shall
    pay such fees. The prevailing  party shall also be entitled to its costs and
    expenses,  including legal fees. If Cause is found not to exist,  Employee's
    termination shall be considered as for reasons other than Cause.

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

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

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

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

    4.3  Surrender  of Records and  Property.  Upon  termination  of  Employee's
employment with Company, Employee shall deliver promptly to Company all records,
manuals, books, blank forms, documents,  letters,  memoranda,  notes, notebooks,
reports, computer disks, computer software,  computer programs (including source
code, object code, on-line files, documentation, testing materials and plans and
reports), designs, drawings, sketches, devices, specifications,  formulae, data,
tables or calculations  or copies thereof,  which are the property of Company or
any  subsidiary  or  affiliate  or  which  relate  in any  way to the  business,
products,  practices or  techniques  of Company or any  Subsidiary or affiliate,


                                  Page 11 of 23
<PAGE>

Trade Secrets, Inventions, Confidential Information, Proprietary Information and
all other  property of Company or any  Subsidiary  or  affiliate.  Employee  may
retain copies of such materials  provided  Employee does not utilize the same in
violation of the provisions of this Agreement.

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

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

        (b)  Termination  by Reason of Employee's  Death or  Disability.  In the
    event that Employee's employment is terminated by reason of Employee's death
    or Disability, the Company shall, within 30 calendar days following the date
    of Employee's employment termination, pay to Employee,  Employee's spouse or
    Employee's  estate, as the case may be, any amounts due to Employee for Base
    Salary through the date of employment  termination,  together with any other
    unpaid and pro rata amounts to which  Employee is entitled as of the date of
    termination  pursuant  to Section 3.1 or 3.2 of this  Agreement,  including,
    without  limitation,  amounts that Employee is entitled to under any benefit
    plan of the Company in accordance with the terms of such plan. Employee will
    have no  rights  to any  unvested  benefits  or any  other  compensation  or
    payments coming due after the date of Employee's employment termination.

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

                                  Page 12 of 23
<PAGE>

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

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

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

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

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

            (v) the full amount of  Employee's  annual Bonus based on Employee's
        then current Base Salary  (without  regard to the  condition  precedents
        established  by the EICP) for the year in which  Employee is terminated,
        plus any accrued, but unpaid Bonus and stock incentive compensation,  if
        any, for any fiscal year preceding such termination.

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

        (e) Termination by Employee for Good Reason Following Change of Control;
    Termination by the Company Without Cause Following Change of Control. In the
    event that (i) Employee's employment is terminated either by Company without
    Cause or by  Employee  for Good  Reason,  and (ii) a Change of  Control  (as
    defined in Article I) has occurred within the 12-month period  preceding the
    date  of such  termination,  Company  shall  pay the  following  amounts  to
    Employee within 30 days following Employee's termination:

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

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

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

                                  Page 13 of 23
<PAGE>

            (iv) a lump sum amount,  less authorized and required  withholdings,
        due  to  Employee  for  Base  Salary  for a  24-month  period  following
        termination; and

            (v)  twice the full  amount  of  Employee's  annual  Bonus  based on
        Employee's  then current Base Salary  (without  regard to the  condition
        precedents  established  by the EICP) for the year in which  Employee is
        terminated,  plus any  accrued,  but  unpaid  Bonus and stock  incentive
        compensation, if any, for any fiscal year preceding such termination.

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

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

    4.5 Benefits.  Except as otherwise provided in this Agreement,  the benefits
to which  Employee  (or,  as  applicable,  Employee's  spouse or estate)  may be
entitled  upon  termination  pursuant to the plans,  policies  and  arrangements
specified  Section  3.5 of  this  Agreement  shall  be  determined  and  paid in
accordance with the terms of such plans, policies and arrangements.

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

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

                      Article V. Confidential Information

    5.1 Purpose and Scope. Company will, in the course of Employee's employment,
rely upon  Employee  for and impart  and  disclose  to  Employee  in  confidence
Confidential  Information.  Employee  acknowledges  that  Company  operates in a
competitive  environment  and that  Company has an interest  in  protecting  its
Confidential  Information.  In consideration of Employee's employment hereunder,
Employee agrees to (1) maintain the  confidentiality  of Company's  Confidential
Information;  (2) use  Company's  Confidential  Information  for  the  exclusive


                                  Page 14 of 23
<PAGE>

benefit of Company;  (3) assign ownership of all Inventions to Company;  and (4)
not to compete  with  Company.  Employee  further  acknowledges  and agrees that
Employee's   employment   hereunder,   Employee's   compensation  and  benefits,
Employee's access to Company's  Confidential  Information,  Employee's access to
customers and other good and valuable  consideration  associated with Employee's
employment  with  Company,   provide  good  and  sufficient   consideration  for
Employee's obligations under this Agreement.

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

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


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

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

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

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

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

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

                                  Page 15 of 23
<PAGE>

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

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

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

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

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

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

                                  Page 16 of 23
<PAGE>

                             Article VI. Inventions

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

    6.2 Assignment of Inventions.  All Inventions  developed  during  Employee's
period of  employment  and for a period  of twelve  (12)  months  following  the
termination of employment,  for whatever  reason,  are and shall be the sole and
exclusive  property of Company.  Furthermore,  all drawings,  memoranda,  notes,
records,  files,  correspondence,   manuals,  models,  specifications,  computer
programs,  maps and all other  writings or materials of any type  embodying such
information, ideas, concepts,  improvements,  discoveries and Inventions are and
shall  be the  sole and  exclusive  property  of the  Company.  Employee  hereby
specifically  sells,  assigns,  transfers  and conveys to Company all  worldwide
right,  title and  interest  in and to all such  information,  ideas,  concepts,
improvements,  discoveries  or  Inventions,  and any  United  States or  foreign
applications for patents,  inventor's  certificates or other  industrial  rights
that  may be filed  in  respect  thereof,  including  divisions,  continuations,
continuations-in-part,  reissues and/or extensions thereof, and applications for
registration of such names and service marks.  Employee shall assist Company and
its nominee at all times during the period of employment  and  thereafter in the
protection of such information,  ideas, concepts,  improvements,  discoveries or
Inventions,  both  in  the  United  States  and  all  foreign  countries,  which
assistance  shall  include,  but shall not be limited to, the  execution  of all
lawful oaths and all assignment documents requested by Company or its nominee in
connection  with the  preparation,  prosecution,  issuance or enforcement of any
application for United States or foreign letters  patent,  including  divisions,
continuations,  continuations-in-part,  reissues and/or extensions thereof,  and
any application for the registration of such names and service marks.

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

                                  Page 17 of 23
<PAGE>

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

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

               Article VII. Non-competition and Non-solicitation

    7.1 Non-competition Covenant. Company and Employee agree that, solely due to
Employee's  position  with  Company,   Employee  will  have  access  to  certain
Confidential  Information of Company.  Employee  acknowledges  that Company will
only release this  Confidential  Information upon the receipt of assurances that
Employee  will  not  use  the   information  to  Company's   disadvantage   and,
accordingly, agrees to the following provisions.

(a) Agreement Not to Compete. During the Term of Employee's employment by
Company, and for a period of 24 consecutive months from the date of termination
of such employment for whatever reason (whether occasioned by Employee or


                                  Page 18 of 23
<PAGE>

Company), Employee shall not, directly or indirectly, in any place in the United
States, render services to any conflicting organization, or engage in
competition with Company, in any manner or capacity, nor direct any other
individual or business enterprise to engage in competition with Company in any
manner or capacity, (e.g., as an advisor, principal, agent, partner, officer,
director, stockholder of more than 1% of the outstanding shares of the capital
stock of a publicly traded company, employee, member of any association or
limited liability company or otherwise) on any products competitive with
Company's existing products, any products competitive with Company's announced
products or any products competitive with Company's pending products that have
not yet been announced but which Employee has, or should have, actual or
constructive knowledge. For the purposes of this Section, "conflicting
organization" shall be defined as any person, corporation or entity that
competes with any product, process or service, in existence or under
development, of Company.

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

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

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

    7.3 Blue Pencil.  In the event that any of the covenants in this Article VII
shall be determined by any court of competent  jurisdiction to be  unenforceable
by  reason  of  extending  for too  great a period  of time or over too  great a
geographical  area or by reason of being too extensive in any other respect,  it
shall be  interpreted to extend over the maximum period of time for which it may


                                  Page 19 of 23
<PAGE>

be  enforceable  and to the maximum  extent in all other respects as to which it
may be enforceable,  and enforced as so  interpreted,  all as determined by such
court in such action.  Employee  acknowledges the uncertainty of the law in this
respect  and  expressly  stipulates  that  this  Agreement  is to be  given  the
construction  that renders its provisions  valid and  enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.

                     Article VIII. Miscellaneous Provisions

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

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

    8.3 Company Remedies. Employee acknowledges and agrees that the restrictions
and  agreements  contained in this  Agreement  are  reasonable  and necessary to
protect the legitimate interests of Company, that the services to be rendered by
Employee hereunder are of a special, unique and extraordinary character, that it
would be difficult to replace such services and that any violation of Article V,
VI or VII  of  this  Agreement  would  be  highly  injurious  to  Company,  that
Employee's  violation  of any of Article V, VI and VII of this  Agreement  would
cause  Employer  irreparable  harm that would not be adequately  compensated  by
monetary  damages  and  that  the  remedy  at law for any  breach  of any of the
provisions  of  Articles  V, VI and VIII will be  inadequate.  Employee  further
acknowledges that Employee has requested, or has had the opportunity to request,
that legal  counsel  review this  Agreement,  and having  exhausted  such right,
agrees to the terms herein without reservation.

    8.4 Assignment. This Agreement shall not be assignable, in whole or in part,
by any party without the written consent of the other party and any purported or
attempted  assignment or transfer of this Agreement or any of Employee's duties,
responsibilities  or  obligations  hereunder  shall be void.  This  Agreement is
binding  upon  Employee,  Employee's  heirs and personal  representatives.  This
Agreement  shall inure to the benefit of and be binding upon the Company and its
successors and assigns.

    8.5 Notices. All notices,  requests,  demands and other communications under
this Agreement  shall be in writing,  shall be deemed to have been duly given on
the date of service if personally  served on the parties to whom notice is to be
given,  or on the  second  day after  mailing  if mailed to the  parties to whom


                                  Page 20 of 23
<PAGE>

notice is given, by first class mail United States registered or certified mail,
return receipt requested, postage prepaid and properly addressed as follows:

         If to Company:             General Counsel
                                    IntegraMed America, Inc.
                                    Two Manhattanville Road
                                    Purchase, New York 10577

         If to Employee:            Jay Higham
                                    21 Rose Lane
                                    Sandy Hook, Connecticut 06482 or
                                    (Last known address of Employee on record at
                                    the Company)


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

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

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

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

    8.9 Arbitration.  Except as provided in subsections  4.1(b) and 8.9(b),  any
claims or disputes of any nature between the parties  arising from or related to
the performance, breach, termination, expiration, application or meaning of this
Agreement  shall be resolved  exclusively  by  arbitration  before the  American
Arbitration  Association  in  Westchester  County,  New  York  pursuant  to  the
Association's rules for commercial arbitration.

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

                                  Page 21 of 23
<PAGE>

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

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

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

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

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

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

    8.15  Waivers.  No failure on the part of either party to  exercise,  and no
delay in exercising, any right or remedy under this Agreement shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right or remedy
under  this  Agreement  preclude  any other or further  exercise  thereof or the
exercise of any other right or remedy granted hereby or by any related  document
or by law. No single or partial waiver of rights or remedies hereunder,  nor any
course of conduct of the  parties,  shall be  construed as a waiver of rights or
remedies by either party (other than as expressly and specifically waived).

    8.16 Reliance by Third Parties.  This Agreement is intended for the sole and
exclusive benefit of the parties hereto and their respective  heirs,  executors,
administrators, personal representatives,  successors and permitted assigns, and
no other person or entity  shall have any right to rely on this  Agreement or to

                                  Page 22 of 23
<PAGE>

claim or derive any benefit  therefrom absent the express written consent of the
party to be charged with such reliance or benefits.

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

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

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

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



INTEGRAMED AMERICA, INC.


By: /s/Elizabeth E. Tallett
    ------------------------------------------------------------
       Elizabeth E. Tallett, Chairperson, Compensation Committee
       Board of Directors

By:/s/ John W. Hlywak, Jr.
   -------------------------------------------------------------
       John W. Hlywak, Jr. Sr. Vice President & CFO


EMPLOYEE:

 /s/  Jay Highsm
---------------------------------------
      Jay Higham


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