MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                            DAVID R. CORLEY, MD, P.C.


         THIS MANAGEMENT AGREEMENT  ("Agreement"),  dated as of July 1, 1999, by
and between IntegraMed America, Inc., a Delaware corporation, with its principal
place  of  business  at  One  Manhattanville  Road,  Purchase,  New  York  10577
("Management  Company") and David R. Corley,  MD, P.C., a Missouri  professional
corporation  about to have a place of  business at Two Brush  Creek,  Suite 500,
Kansas City,  Missouri 64112 ("PC").  Management Company and PC are collectively
referred to herein as "Parties" and individually, as a "Party."

                                    RECITALS:

         PC  is  a  medical  practice  ("Medical   Practice")   specializing  in
gynecological  services,   treatment  of  human  infertility   encompassing  the
provision of in vitro  fertilization  and other assisted  reproductive  services
("Infertility  Services"). PC will provide Infertility Services through David R.
Corley  ("Physician")  who owns all the issued and outstanding  capital stock of
PC. Physician has entered into an employment  agreement with PC  contemporaneous
with this Agreement.

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

         Management  Company  will  provide  Management   Services  and  certain
Facilities,  as defined herein, on the terms and conditions  provided herein for
use by PC for conducting its Medical  Practice,  which Facilities and Management
Services will be provided contemporaneously to other medical practices providing
Infertility Services.

         PC desires to utilize  the  services of  Management  Company to perform
management and administrative  functions,  on its behalf, to permit PC to devote
its  efforts  on a  concentrated  and  continuous  basis  to  the  rendering  of
Infertility Services to its patients.

         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

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valuable  consideration , Management  Company agrees to provide and PC agrees to
utilize the  Management  Services and the Facilities 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  "Assets"  shall mean those  fixed  assets  utilized  in
         connection with the operation of the Medical Practice , including,  but
         not limited to, fixed assets and leasehold improvements.

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

                  1.1.3  "Facilities"  shall mean the offices and clinical space
         of Management  Company  provided for use by PC, including any satellite
         locations, related businesses and all medical group business operations
         of PC, which are utilized by PC.

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

                  1.1.5   "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.

                  1.16 "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.

                  1.1.7 "Physician-Employee" shall mean an individual, including
         a 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 state of Missouri.

                  1.1.8 "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 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

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         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 which Permitted  Services  Physician
         may retain without limit.

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

                  1.1.10  "Receivables"  shall  mean and  include  all rights to
         payment for  services  rendered or goods sold,  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).

                  1.1.11  "Revenues"  shall  mean the sum of all  Physician  and
         Other Professional Revenues.

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

                                    ARTICLE 2

                                COST OF SERVICES

         2.1 "Cost of Services"  shall mean all ordinary and necessary  expenses
of PC and all direct  ordinary and  necessary  operating  expenses of Management
Company  incurred in connection  with the  management  of PC including,  without
limitation,  the following  costs and expenses,  whether  incurred by Management
Company or PC:

                  2.1.1    Salaries  and fringe  benefits  of all  employees  of
                           Management    Company   working   directly   in   the
                           management,  operation or administration  (including,
                           without limitation,  Other Professional Employees and
                           Technical   Employees)   providing   services  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;


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

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

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

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

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

                  2.1.7    Fringe  benefits  provided  to   Physician-Employees,
                           including long-term disability;

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

                  2.1.9    Professional  licensure fees and board  certification
                           fees of Physician- Employees,  and 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;

                  2.1.14   $10,000 in the aggregate, annually, per physician for
                           travel and  entertainment  expenses,  car  allowances
                           (including  car  leases),   dues  and  subscriptions,
                           cellular   telephone  and  other   business   related
                           expenses relative to PC; and

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

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

                  2.2.1    Costs  or  expenses  not in the  ordinary  course  of
                           business unless approved by PC;

                  2.2.2    Any federal or state income taxes of PC or Management
                           Company other than as provided above;

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

                  2.2.4    Any amount paid to any Physician-Employee,  including
                           salary or draw (all of which come out of PDE).


                                    ARTICLE 3

                DUTIES AND RESPONSIBILITIES OF MANAGEMENT COMPANY

         3.1      MANAGEMENT SERVICES AND ADMINISTRATION.

                  3.1.1  The PC  acknowledges  and  agrees  that the  Management
         Services  and  Facilities  will be  provided to PC and  Physician  on a
         non-exclusive   basis  and  that  such  Management   Services  and  the
         Facilities  will be shared by other entities  and/or medical  practices
         ("Co-Occupants").  Management  Company will allocate  resources and its
         personnels'  time so as to meet  reasonably the needs of PC,  Physician
         and the Co-Occupants.  Notwithstanding anything herein to the contrary,
         nothing herein shall obligate  Management  Company to devote all of its
         personnel at the Facilities and  Management  Services to PC,  Physician
         and Co-Occupants, to the exclusion of anyone of them.

                  3.1.2 PC hereby appoints  Management  Company as PC's sole and
         exclusive  manager and  administrator  of all its  day-to-day  business
         functions and grants Management Company all the necessary  authority to
         carry   out,   with  PC's   advice   and   consent,   its   duties  and
         responsibilities pursuant to the terms of this Agreement to provide the
         Management Services on a non-exclusive basis.  Physician-Employees  and
         only  Physician-Employees  will  perform the medical  functions  of the
         Medical Practice.  Management Company will have no authority,  directly
         or indirectly, to perform, and will not perform, any medical function.


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                  3.1.3 Management  Company will, on behalf of PC, bill patients
         and collect  professional fees for Infertility  Services rendered by PC
         at  the  Facilities,  outside  the  Facilities  for  PC's  hospitalized
         patients,  and for  all  other  Infertility  Services  rendered  by any
         Physician- Employee or Other Professional  Employee. PC hereby appoints
         Management  Company  for the term  hereof  to be its  true  and  lawful
         attorney-in-fact,  for the following purposes:  (i) to bill patients in
         PC's name and on its behalf; (ii) to collect Receivables resulting from
         such billing in PC's name and on its behalf;  (iii) to receive payments
         from insurance companies,  prepayments received from health care plans,
         and all  other  third-party  payors;  (iv) to  take  possession  of and
         endorse in the name of PC (and/or in the name of any Physician-Employee
         or  Other  Professional  Employee  rendering  Infertility  Services  to
         patients of PC) any notes,  checks, money orders, and other instruments
         received in payment of Receivables; and (v) to initiate the institution
         of legal  proceedings  in the name of PC, with PC's advice and consent,
         to collect any accounts and monies owed to PC, to enforce the rights of
         PC as creditor  under any contract or in connection  with the rendering
         of any service,  and to contest adjustments and denials by governmental
         agencies (or its fiscal intermediaries) as third-party payors.

                  3.1.4  Management  Company  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.  Management  Company's  management  of all files and
         records  shall  comply with all  applicable  state and federal laws and
         regulations,   including  without   limitation,   those  pertaining  to
         confidentiality of patient records. The medical records of each patient
         shall be expressly deemed  confidential and shall not be made available
         to any third party except in compliance with all applicable laws, rules
         and regulations.  Management  Company shall have access to such records
         in order to  provide  the  Management  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.

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

                  3.1.6 Subject to PC's prior approval, Management Company shall
         design and  implement an  appropriate  marketing  and public  relations
         program on behalf of PC, with appropriate  emphasis on public awareness
         of the  availability  of  Infertility  Services  from  PC.  The  public
         relations program shall be conducted in compliance with applicable laws
         and regulations  governing  advertising by the medical  profession.  PC
         shall approve all advertising and marketing materials prior to use.


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

                  3.1.8  Management  Company will assist PC in  negotiating  any
         managed care  contracts to which  either  Provider  desires to become a
         party. Management Company will provide administrative  assistance to PC
         in fulfilling their respective obligations under any such contract.

                  3.1.9 Management Company will arrange for legal and accounting
         services as may be reasonably  required in the ordinary  course of PC's
         operations,  including  the cost of enforcing  any  physician  contract
         containing restrictive covenants.

                  3.1.10  Management   Company  will  negotiate  for  and  cause
         premiums  to be paid with  respect  to the  insurance  provided  for in
         Article 10.

                  3.1.11  Management  Company  will take such  other  reasonable
         actions to collect fees and pay expenses of the  Facilities in a timely
         manner as are deemed reasonably  necessary to facilitate the operations
         of PC at the Facilities.

         3.2 FACILITIES.  Management  Company will provide the Facilities,  on a
non-exclusive basis,  necessary for the operation of the Medical Practice as set
forth in  Exhibit  3.2  hereto,  including  but not  limited  to, the use of the
Facilities,   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
Facilities'  physical  operations.  Management  Company  will  provide  for  the
cleanliness of the  Facilities,  and timely  maintenance  and cleanliness of the
equipment, furniture and furnishings located therein.


         3.3      EXECUTIVE DIRECTOR AND OTHER PERSONNEL.

                  3.3.1  EXECUTIVE  DIRECTOR.  Management  Company will hire and
         appoint a  manager,  subject  to the  approval  of the Joint  Practices
         Management  Board,  to  manage  and  administer  all of the  day-to-day
         business  functions of the Facilities  ("Executive  Director/Manager").
         Salary and fringe benefits paid to the Executive Director/Manager shall
         be determined by Management Company. At the direction,  supervision and
         control of Management Company, the Executive Director/Manager,  subject
         to the terms of this Agreement, will implement the policies agreed upon
         by the Joint Practices  Management Board and will generally perform the
         administrative  duties  assigned to the Executive  Director/Manager  by
         Management Company.


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                  3.3.2  PERSONNEL.   Management   Company  will  provide  Other
         Professional Employees, Technical Employees, support and administrative
         personnel, clerical, secretarial,  bookkeeping and collection personnel
         reasonably  necessary  for  the  efficient  operation  of  the  Medical
         Practice and the Lab at the  Facilities.  Such  personnel will be under
         the  direction,  supervision  and control of Management  Company,  with
         Technical  Employees and Other  Professional  Employees  subject to the
         professional supervision of PC. If PC is dissatisfied with the services
         of any person  delivering  non-professional  services,  PC will consult
         with  Management  Company.  Management  Company  shall  in  good  faith
         determine whether the employment of that employee warrants termination.
         Management Company's obligations to utilize non-professional  personnel
         will be governed by the overriding  principle and goal of  facilitating
         the PC' provision of high quality medical care and laboratory services.

         3.4 FINANCIAL PLANNING AND GOALS.  Management Company will prepare, for
the  approval of PC, 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. Management Company will present the Budget to PC for
approval at least thirty (30) days prior to the commencement of the Fiscal Year.
Management Company will indicate the targeted profit margin for PC which will be
reflected  in the Budget.  If the parties can not agree on the Budget for PC 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 the  dispute  can be
resolved.

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

         3.6 TAX  PLANNING  AND TAX  RETURNS.  Management  Company  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 consent.

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

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

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

         3.10 PERSONNEL  POLICIES  AND  PROCEDURES.   Management  Company  shall
develop  personnel  policies,   procedures  and  guidelines,  to  govern  office
behavior,  protocol  and  procedures,  designed  to insure  that the  Facilities
observe  all laws and  guidelines  related  to  employment  and human  resources
management.

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         3.11 LICENSES AND PERMITS.  Management  Company shall, on behalf of PC,
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 the Lab, and
equipment  located at the Facilities,  other than those relating to the practice
of medicine or the administration of drugs by Physician-Employees.


                                    ARTICLE 4

                        DUTIES AND RESPONSIBILITIES OF PC

         4.1      PROFESSIONAL SERVICES.

                  4.1.1  PC  shall  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 in 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 Manager 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
Management Company.

                  4.1.2  Each   Physician-Employee   shall  be  responsible  for
ensuring that adequate  coverage is in place during any periods of absences from
the PC for purposes of vacation,  personal leave,  continuing  medical education
seminars or any other reason.  Any physician  providing  such coverage must have
been previously screened by Management Company's  credentialing  process and any
costs of such coverage shall not be a Cost of Services,  as defined herein,  but
shall be borne by the applicable Physician-Employee.

         4.2  MEDICAL   PRACTICE.   PC  shall  use  and  occupy  the  Facilities
exclusively for the purpose of providing Gynecology,  Infertility Services,  and
related  services and shall 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  by PC  shall  be  conducted  solely  by
Physician,  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 Management Company, except in the case of a
medical emergency, in which event,  notification shall be provided to Management
Company as soon after such use or occupancy as possible.

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         4.3 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 locate  physicians  who, in PC's judgment,
possess  the  credentials  and  expertise  necessary  to enable  such  physician
candidates to become affiliated with PC for the purpose of providing Infertility
Services.  PC shall cause each  Physician-Employee  to enter into an  employment
agreement  with PC  substantially  in the form  attached  hereto as Exhibit  4.3
("Physician-  Employment"),  or such other form as is mutually  acceptable to PC
and Management Company. Except as otherwise provided in Sections 4.6.4 and 5.2.8
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,  Management  Company  shall
consult with PC respecting such matters.

         4.4   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.

         4.5  PROFESSIONAL  INSURANCE  ELIGIBILITY.   PC  shall  cooperate  with
Management  Company in the  obtaining and  retaining of  professional  liability
insurance   underwritten  by  Management   Company's  liability  carrier.   Such
cooperation   shall  include,   but  not  be  limited  to,   assuring  that  its
Physician-Employees  and  Other  Professional  Employees,  if  applicable,   are
insurable  and  participating  in an on-going  Risk  Management  Program,  under
Management Company's directions. PC's Physician-Employees and Other Professional
Employees shall be obligated to use Management  Company's  coverage unless PC is
able to obtain comparable coverage at substantially the same cost.

         4.6  DIRECTION OF PRACTICE PC, as a continuing  condition of Management
Company'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. In furtherance of which:

                  4.6.1 PC shall  operate and maintain at the  Facilities,  on a
         non-exclusive  basis, a full-time practice of medicine  specializing in
         the provision of  Infertility  Services and shall  maintain and enforce
         the  Physician-Stockholder  Employment  Agreements  and the  Physician-
         Employee Employment Agreements  (collectively referred to as "Physician
         Employment  Agreements") or in such other form as is mutually agreed to
         by the PC and Management Company in writing. PC covenants that it shall
         not employ  any  physician,  or have any  physician  as a  shareholder,
         unless said physician  shall sign the applicable  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 Management Agreement.


                                     - 10 -

<PAGE>



                  4.6.2 PC shall not terminate the  Employment  Agreement(s)  of
         any Physician or Shareholder,  except in accordance with the Employment
         Agreement(s),  or amend or  modify  the  Employment  Agreements  in any
         material  manner,  nor waive any material  rights of the PC  thereunder
         without  the  prior  written  approval  of  Management  Company,  which
         approval will not be unreasonably withheld;  provided that PC may amend
         or  modify  the  Employment  Agreements  without  Management  Company's
         consent in order to comply 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
         Management  Company's  sole  discretion,  if the PC fails to pursue the
         enforcement  of its  rights  against a  Physician-Employee,  Management
         Company  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 Management
         Company.

                  4.6.3  Recognizing  that  Management  Company  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  Management  Company  in  proportion  to
         Management Company's loss or damages.

                  4.6.4 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
         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.
         Management  Company 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.  Management  Company  shall  neither  control  nor direct any
         Physician in the performance of Infertility Services for patients,  and
         Management   Company   will  not   unreasonably   interfere   with  the
         employer-employee relationship between PC and its Physician-Employees.



                                     - 11 -

<PAGE>


                  4.6.5 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 set forth
         in Exhibit 3.2,  and/or such other location as shall be mutually agreed
         to  by  PC  and   Management   Company.   PC  shall   insure  that  its
         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.  PC shall
         insure that  Physician-Employees  timely  (within 24 hours of rendering
         services) note in all patient charts, any and all procedures  performed
         and  services   rendered  so  that  proper   billing  of  patients  and
         third-party payors can be performed by Management Company.

                  4.6.6  PC  covenants  to  cooperate  in  obtaining   necessary
         licenses for operating clinical  laboratory and tissue bank services in
         accordance with all applicable laws and regulations.

                  4.6.7 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 Physician 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").  Management Company, in
         such  event,   will,   at  the  request  of  the  PC,   assist  in  the
         administrative  details of such a Relocation Program. These obligations
         shall survive the termination of this Agreement.

                  4.6.8  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 Management Company. 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,
         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
         Management  Company  for:  (a) the  actual  costs  of  maintaining  the
         Facilities and any reasonably  necessary Other  Professional  Employees
         during a  Relocation  Program  (Section  4.6.7);  (b)  legal  costs for
         relicensing;   (c)  recruitment  of  other  physicians  to  assume  the
         Practice; and (d) 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 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:

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


                                     - 12 -

<PAGE>



                  4.7.2  Promote  PC's  medical   practice  and  participate  in
         marketing efforts developed by Management Company; and

                  4.7.3 Participate in Management Company network activities and
programs.

         4.8  PERSONNEL  POLICIES  PC  covenants  for  itself and will cause its
Physician-Employees  and any other employees to comply with reasonable personnel
policies and  guidelines  developed for the PC by Management  Company 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.


                                    ARTICLE 5

                        JOINT DUTIES AND RESPONSIBILITIES

         5.1  FORMATION  AND  OPERATION  OF JOINT  PRACTICES  MANAGEMENT  BOARD.
Management  Company,  PC and  Co-Occupants  will  establish  a  joint  practices
management board ("Joint Practices  Management Board") which will be responsible
for developing management and administrative  policies for the overall operation
of the  Facilities.  The  Joint  Practices  Management  Board  will  consist  of
designated    management    representatives   from   Management   Company,   one
representative  from  PC and  one  from  each  Co-Occupant,  and  the  Executive
Director/  Manager.  It is the intent and objective of Management Company and PC
that they agree on the overall operations of the Facilities.  In the case of any
matter  requiring a formal vote,  PC shall have one (1) vote,  each  Co-Occupant
shall have one (1) vote,  and  Management  Company shall have one (1) vote.  The
desire is that  Management  Company,  PC and  Co-Occupants  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  PRACTICES  MANAGEMENT
Board.  The Joint  Practices  Management  Board shall have,  among  others,  the
following duties and responsibilities:

                  5.2.1 ANNUAL BUDGETS AND PROFITABILITY. All annual capital and
         operation  budgets  prepared by Management  Company for the  Facilities
         shall be subject to the review, amendment,  approval and disapproval of
         the Joint  Practices  Management  Board. PC covenants and agrees to use
         its best  efforts to assist  the Joint  Practices  Management  Board in
         achieving  the  projected  budgets,  in place from time to time. PC and
         Management  Company agree that,  recognizing  changes in circumstances,
         annual budgets and forecast are subject to revisions and,  accordingly,
         they will  cause the Joint  Practices  Management  Board to modify  the
         annual  budgets,  as  needed,   including  without  limitation,   staff
         reductions, to ensure that PC operates in a profitable mode.



                                     - 13 -

<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 the Facilities shall be reviewed
         and approved by the Joint Practices Management Board
         and shall be based upon the best interests of all occupants,  and shall
         take into account capital priorities,  economic feasibility,  physician
         support,   productivity   and  then  current   market  and   regulatory
         conditions.

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

                  5.2.4 PATIENT FEES. The Joint Practices Management Board shall
         review  the fee  schedule  for all  physician  and  ancillary  services
         rendered  at the  Facilities  prior to  implementation  of any such fee
         schedule.

                  5.2.5 ANCILLARY SERVICES. The Joint Practices Management Board
         shall approve ancillary services rendered at the Facilities.

                  5.2.6 PROVIDER AND PAYER  RELATIONSHIPS.  Decisions  regarding
         the  establishment  or maintenance of relationship  with  institutional
         health care  providers and payers shall be made by the Joint  Practices
         Management Board in consultation  with PC and  Co-Occupants;  provided,
         however,  that  the  consent  of PC  designated  member  of  the  Joint
         Practices  Management  Board shall be necessary to  discontinue  any PC
         institutional relationship.

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

                  5.2.8 PHYSICIAN HIRING.  The Joint Practices  Management Board
         shall, in conjunction with PC and Co-Occupants,  determine,  the number
         and type of  physicians  required  for the  efficient  operation of the
         Facilities.  In addition  to any other  approvals  required  under this
         Agreement,  the approval of the Joint Practices  Management Board shall
         be  required  for  any  modifications  to  the  restrictive   covenants
         contained in any physician employment agreement.

                  5.2.9 PROVIDER CONTRACTS. The Joint Practices Management Board
         shall  approve,  disapprove,  or amend  all  managed  care,  PPO,  HMO,
         Medicare  risk and other  provider  contracts  negotiated by Management
         Company.

                  5.2.10   EXECUTIVE DIRECTOR AND KEY PERSONNEL.

                  (a)   The   selection   and   retention   of   the   Executive
         Director/Manager  pursuant to Section 3.3.1 by Management Company shall
         be  subject  to the  unanimous  recommendation  of the Joint  Practices
         Management  Board. If PC is dissatisfied  with the services provided by
         the Executive  Director,  PC shall consult with Management  Company and
         Co-Occupants   who  shall,  in  good  faith,   determine   whether  the
         performance  of the  Executive  Director/Manager  could be  brought  to
         acceptable  levels  through  counsel  and  assistance,  or whether  the
         Executive Director/Manager should be terminated.


                                     - 14 -

<PAGE>



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

                                    ARTICLE 6

                       LICENSE OF MANAGEMENT COMPANY NAME

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

         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 Management Company's rights to the
Trade Names.  Management  Company shall cooperate and assist PC in obtaining any
such original, amended or renewal fictitious name permit.

         6.3 RIGHTS OF MANAGEMENT COMPANY. PC acknowledges  Management Company'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 Management  Company. PC shall notify Management
Company  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 Management Company.  Management
Company,  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  Management  Company for damages or other remedy by reason of
any  determination  of  Management  Company  not  to  act  or by  reason  of any
settlement  to which  Management  Company may agree with  respect to any alleged
infringements,  imitations or unauthorized use by others of the Trade Names, nor
shall  any such  determination  of  Management  Company  or such  settlement  by
Management Company affect the validity or enforceability of this Agreement.


                                     - 15 -

<PAGE>


         6.4 RIGHTS UPON TERMINATION.

                  6.4.1 Upon termination of this Agreement, PC shall: (i) within
         30 days of the termination, cease using the Trade Names in all respects
         and  refrain  from  making any  reference  on its  letterhead  or other
         publicly-disseminated   information   or   material   to   its   former
         relationship with Management Company; and (ii) take any and all actions
         required to make the Trade Names  available for use by any other person
         or entity designated by Management Company.

                  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 Management
         Company and to the rights of any licensee of Management Company.  There
         is no  adequate  remedy at law for such  failure.  In the event of such
         failure,  Management  Company 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,  Management  Company  shall  be  entitled  to  a  temporary
         restraining  order,  without prejudice to any other remedy available to
         Management Company. 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 Management  Company in consideration of the substantial  commitment made
and  services to be rendered by  Management  Company  hereunder  and is fair and
reasonable. Management Company shall be paid the following amounts (collectively
"Compensation"):

                  7.1.1 For the first 12 months of this  Agreement,  $20,000 per
         month for all Cost of Services (whether incurred by Management  Company
         or PC) paid or accrued by Management  Company  pursuant to the terms of
         this  Agreement;  thereafter,  this  amount  will  be  adjusted,  on  a
         quarterly  basis,  to  reflect  PC's  proportionate  share  of  Cost of
         Services as a function of PC's Revenues  relative to the total Revenues
         from Co-Occupants.

                  7.1.3.  during each year of this Agreement,  a Base Management
         Fee, paid monthly but reconciled to annual Revenues, of an amount equal
         to six percent (6%) of Revenues;

                  7.1.4  During  each  year of  this  Agreement,  an  Additional
         Management Fee, paid monthly but reconciled to annual operating results
         of PC, equal to 20 % of PDE; provided,  however, the first $8,333.33 of
         monthly PDE shall inure to PC;

                  7.1.5 In the event that Section 7.1.3 and/or  Section 7.1.4 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 and/or 7.1.4 and the Base  Management Fee and Additional
         Service Fee shall be replaced, effective immediately and retroactive to


                                     - 16 -

<PAGE>



         the date of this Agreement, by afixed annual Management Fee, payable in
         equal monthly  installments  ("Alternate  Management Fee") on or before
         the 15th  business day of each month.  Said  Alternate  Management  Fee
         shall be in an amount  mutually  agreed upon,  within  thirty days time
         from the Findings,  between  Management Company and PC, but in no event
         shall be less than $82,000 per annum.  In the event of a Finding  which
         causes the Alternate  Management 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   Management  Fee.  Any
         overpayment to Management  Company resulting from the prior application
         of Sections 7.1.3 and/or 7.1.4 shall be applied so as to satisfy 50% of
         each future  monthly  Alternate  Management  Fee until the aggregate of
         such overpayment is fully paid by Management Company.  Any underpayment
         to Management  Company resulting from the prior application of Sections
         7.1.3 and/or 7.1.4 shall be paid to  Management  Company  commencing on
         the first day of the next full month following the date of the Finding,
         in eighteen (18) equally monthly installments.

                  7.1.6 The right of  termination  provided for in Section 9.1.3
         of this Agreement,  if based on the fact that Section 7.1.3 and Section
         7.1.4 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 and
         (ii) the Alternate  Management 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  15th  business  day of each  month,
Management  Company 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  Management  Company  as  absolute  owner,  and
Management  Company hereby purchases from PC all Receivables  hereafter owned by
or arising in favor of PC on or before the 15th business day of each month.  All
Receivables are sold on a full recourse basis. Management Company shall transfer
or pay such amount of funds to PC equal to the Receivable less  Compensation due
Management  Company  pursuant to Section 7.1. PC shall cooperate with Management
Company and execute all necessary  documents in connection with the purchase and
assignment of such Receivables to Management Company or at Management  Company's
option, to its lenders.  All collections in respect of such Receivables shall be
deposited in a bank account at a bank designated by Management  Company.  To the
extent PC comes into possession of any payments in respect of such  Receivables,
PC shall direct such payments to Management Company for deposit in bank accounts
designated by Management Company.

                  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 Management  Company
         with respect to the collection thereof.

         7.3 ADVANCES.  Management Company agrees to advance funds to PC to meet
Cost of Services,  provide working  capital,  relocate  Facilities,  acquire new


                                     - 17 -

<PAGE>



         equipment or fund mergerswith other physicians or physician groups into
         PC, and during the first 12 months of this  Agreement,  to ensure  that
         Physician  achieves a certain  level of PDE ( each,  referred  to as an
         "Advance").  Upon the request of PC,  Management  Company,  in its sole
         discretion,  will  determine  whether to advance the  requested  funds;
         provided, however, during the first 12 months of this Agreement, in the
         event PC's share of PDE is less than $112,500,  inclusive of $45,000 of
         the Right to Manage  Fee,  at PC's  request,  Management  Company  will
         advance the difference  between  $112,500,  inclusive of $45,000 of the
         Right to Manage  Fee,  and the  actual  PDE  realized  by PC.  Any such
         advance would be re-paid over 12 months, commencing with the 13th month
         of this  Agreement.  All other  Advances shall be re-paid in accordance
         with Section 7.3.1.

                  7.3.1  Advances  hereunder  shall be a debt owed to Management
         Company  by PC and shall be repaid  within 60 days  after the  Advance.
         Upon  request of PC,  Management  Company  will  consider  repayment in
         installments.  To the  extent  PDE is  available  for  distribution  to
         Physician-Stockholders  for a particular month,  Management  Company is
         authorized  to deduct  any  outstanding  Advance  from the PDE prior to
         distribution  to the  Physician-Stockholders.  In the  event  there  is
         insufficient PDE to satisfy  repayment of any Advance within the 60-day
         period,  the  Physician-Stockholders  shall be  jointly  and  severally
         liable to repay the  Advance  within the 60-day  period and  Management
         Company  shall be  entitled to make  demand for  repayment.  Failure to
         repay any Advance  within the specified  time will be deemed a material
         breach of this Agreement.

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

                  7.3.3 Notwithstanding Section 7.3.2, Management Company agrees
         not to charge  interest  expense  on  Advances  under  certain  limited
         circumstances   where  Management  Company,  in  its  sole  discretion,
         determines  an  Advance  relates  to (i)  funding a merger  with  other
         physicians or physician  groups which  provides  significant  accretive
         benefits to PC and Management  Company or (ii)  leasehold  improvements
         and permanent  fixtures relative to a Facility  build-out which provide
         significant accretive benefits to PC and Management Company.


                                    ARTICLE 8

                       EXCLUSIVE MANAGEMENT RIGHT AND TERM

         8.1 PC grants to Management  Company the  exclusive  right to manage PC
during the term of this Agreement (the "Exclusive Management Right") in exchange
for a  right  to  manage  fee in the  amount  of  Two-Hundred  Thousand  Dollars
($200,000.00) ("Right to Manage Fee")paid as follows:


                                     - 18 -

<PAGE>



                  8.1.1    Within five (5) days of being  notified by  Physician
                           that  Physician  has  finalized   negotiations   with
                           Shawnee  Mission Medical  Center,  an amount,  not to
                           exceed   $155,000,   representing   the   buy-out  of
                           Physician's employment agreement with Shawnee Mission
                           Medical Center ("Shawnee Buy-Out").

                  8.1.2    The  difference  between  the Right to Manage Fee and
                           the Shawnee Buy-Out will be paid in two  installments
                           of (i) $25,000 on the Closing Date and the balance 90
                           days after PC commences  the Medical  Practice at the
                           Facilities.

         8.2. The term of this Agreement shall begin May 1, 1999 (the "Effective
Date") and shall  expire ten  (10)years  thereafter  unless  earlier  terminated
pursuant to Article 9, below.  This Agreement may be renewed by either party, if
within  the  period of 180 days  prior to the  expiration  date one party  gives
notice to the other of its intention to continue this  Agreement  under the same
terms and  conditions  as set forth  herein or under  such  different  terms and
conditions as particularly set forth in the written notice and further providing
that the other  party has 30 days from the date of notice to  accept,  reject or
modify  the offer.  If within 30 days,  the other  party does not  respond or by
written notice accepts,  this Agreement shall continue for an additional 5 years
under the terms and conditions as provided in the notice.

         8.3 PC and Physician  acknowledge and agree that they have been advised
by Management Company, that Management Company is currently negotiating with two
other parties that provide  Infertility  Services,  the names of which have been
disclosed to them,  that may result in one or both parties  utilizing and having
access to the Facilities.


                                    ARTICLE 9

                          TERMINATION OF THE AGREEMENT

         9.1  TERMINATION  BY EITHER PARTY.  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.

                  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 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,  this Agreement  shall not terminate.  If

                                     - 19 -

<PAGE>



after the exercise of diligent  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 by any local,  state or federal agency
or  court  of  competent  jurisdiction  that the  conduct  contemplated  by this
Agreement is forbidden by law;  except that this  Agreement  shall not terminate
during such period of time as to any party which contests such  notification  in
good faith and the conduct contemplated by this Agreement is allowed to continue
during  such  contest.  If any  governing  regulatory  agency  asserts  that the
services  provided by Management  Company  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 contested (or if contested,
the  agency's  assertion  is  found  to  be  correct  by a  court  of  competent
jurisdiction  and no appeal is taken,  or if any  appeals are taken and the same
are unsuccessful),  this Agreement shall thereupon terminate with the same force
as if such termination date was the date originally  specified in this Agreement
as the date of final expiration of the terms of this Agreement.

         9.2 TERMINATION BY MANAGEMENT  COMPANY This Agreement may be terminated
by Management Company for the following reasons:

                  9.2.1  FOR  PROFESSIONAL  DISCIPLINARY  ACTIONS.  PC  shall be
obligated to suspend a physician  whose  authorization  to practice  medicine is
suspended,  revoked  or not  renewed.  Management  Company  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  Management  Company 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.

         9.3  TERMINATION  BY PC. This  Agreement may be terminated by PC during
the first three years  ("Three-Year  Window") in the event PC, in good faith, is
unable  to  generate  Revenues,  as  defined  herein,  during  any  year  of the
Three-Year Window of $500,000 or more.


                                   ARTICLE 10

                                    INSURANCE

         10.1  Management  Company  shall use its best efforts to cause PC to be
made an additional  insured under Management  Company's  professional  liability
coverage;  provided,  however,  conditions for being made an additional  insured

                                     - 20 -

<PAGE>


shall be (i) PC utilizing  patient informed consent forms supplied by Management
Company,  provided  such  forms  are  consistent  with  applicable  laws and any
guidelines  issued by the American Society of Reproductive  Medicine and (ii) PC
complying with requirements of Management  Company's  insurance company.  In the
event Management Company is able to cause PC to be made an additional insured at
a cost comparable to coverage availabe to PC directly,  PC shall be obligated to
to use Management Company's coverage in accordance with Section 4.5.

         10.2 In the event  that PC  maintains  its own  professional  liability
insurance in accordance with Section 4.5, 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.  PC shall use its best  efforts  to cause  Management
Company to be named an  additional  insured on such  policies.  Certificates  of
Insurance evidencing such coverage shall be presented to Management Company upon
execution of this  Agreement,  which  Certificates  shall contain an affirmative
obligation  that the insurer  provide not less than 30 days' notice to Managment
Company of any reduction in coverage, non-renewal, cancellation or termination..

         10.3 Management  Company shall also carry a policy of public  liability
and property  damage  insurance with respect to the  Facilities  under which the
insurer agrees to indemnify  Management Company and PC against all cost, expense
and/or  liability  arising out of or based upon any and all  claims,  accidents,
injuries and damages  customarily  included within the coverage of such policies
of insurance available for Management  Company.  The minimum limits of liability
of such insurance  shall be $1 million  combined  single limit  covering  bodily
injury and property damage.  Certificates of Insurance  evidencing such policies
and  additional  insured status shall be presented to PC within thirty (30) days
after such coverage is effected.

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


                                   ARTICLE 11

                                  MISCELLANEOUS

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

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


                                     - 21 -

<PAGE>



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

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

                  11.1.4 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;

                  11.1.5 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;

                  11.1.6 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

                  11.1.7 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 (and expenses  relating  solely to these  internal
         business  matters),  hiring and  firing of  physicians,  decisions  and
         contents  of  reports  to  regulatory   authorities  governing  PC  and
         licensing,   shall  remain  the  sole  responsibility  of  PC  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 Practices Management Board.

         11.2 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.

         11.3  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 Management Company 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


                                     - 22 -

<PAGE>


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.

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

         11.5  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 Management Company may assign this
Agreement to any affiliate,  which for purposes of this Agreement, shall include
any parent or subsidiary of Management  Company,  without the consent of PC. 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.

         11.6 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.

         11.7 GOVERNING  LAW. This Agreement  shall be governed by and construed
in  accordance  with the  laws of the  State of  Missouri,  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 11.3 hereof,  shall be determined by binding arbitration in the State
of Missouri, City of Kansas City (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 State of Missouri or the United States  District Court for the
District of Missouri,  to whose jurisdiction for such purposes PC and Management
Company hereby irrevocably consent and submit.

         11.8 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

                                     - 23 -

<PAGE>


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.

         11.9  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.

         11.10 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:


                  11.10.1  If for Management Company:

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


                  11.10.2  If for PC:

                           David R. Corley, MD, President
                           David R. Corley, MD, P.C.
                           Two Brush Creek
                           Suite 500
                           Kansas City, Missouri 64112


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

         11.11 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.

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


                                     - 24 -

<PAGE>



         11.13    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,
         Management  Company or PC will  designate  at each  others  request the
         specific  information  which  Management  Company or PC considers to be
         Confidential Information.

         11.14    INDEMNIFICATION.

                  11.14.1  Management  Company  agrees  to  indemnify  and  hold
         harmless PC, its directors,  officers,  employees and servants from any
         suits,  claims,  actions,  losses,  liabilities or expenses  (including
         reasonable  attorney's  fees) arising out of or in connection  with any
         act or failure to act by Management  Company related to the performance
         of  its  duties  and   responsibilities   under  this  Agreement.   The
         obligations contained in this Section 11.14.1 shall survive termination
         of this Agreement.

                  11.14.2 PC agrees to indemnify  and hold  harmless  Management
         Company, its shareholders,  directors, officers, employees and servants
         from any  suits,  claims,  actions,  losses,  liabilities  or  expenses
         (including  reasonable attorney's fees) 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  11.14.2  shall survive  termination  of this
         Agreement.


                                     - 25 -

<PAGE>



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


INTEGRAMED AMERICA, INC.



By:  /s/Donald S. Wood, Ph.D.
     -------------------------------------------
     DONALD S. WOOD, PH.D., SENIOR VICE PRESIDENT
     & CHIEF OPERATING OFFICER


DAVID R. CORLEY, M.D., P.C.



BY:  /s/David R. Corley
     -------------------------------------------
     DAVID R. CORLEY, MD, PRESIDENT





























<PAGE>



                                   EXHIBIT 3.2

                              OFFICE AND FACILITIES
               TO BE PROVIDED BY MANAGEMENT COMPANY TO PC AND LAB




             Two Brush Creek, Suite 500, Kansas City, Missouri 64112






<PAGE>



                                   EXHIBIT 4.3


                         PHYSICIAN-EMPLOYMENT AGREEMENT


                                 (See Attached)











































<PAGE>


                                  Exhibt 7.3.2

                               SECURITY AGREEMENT



                                 [See Attached]