SERVICE AGREEMENT

                                     between

                            INTEGRAMED AMERICA, INC.

                                       and

         NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY


         THIS  SERVICE  AGREEMENT  ("Agreement"),  dated  April 26,  2002 by and
between IntegraMed  America,  Inc., a Delaware  corporation,  with its principal
place  of  business  at  One  Manhattanville  Road,  Purchase,  New  York  10577
("IntegraMed")   and  Northwest   Center  For   Infertility   and   Reproductive
Endocrinology,  a  Florida  General  Partnership,  with its  principal  place of
business  located at 2825 N. State Road 7,  Suite 302,  Margate,  Florida  33063
("NCIRE").

                                    RECITALS:

         NCIRE  specializes  in  gynecological  services,   treatment  of  human
infertility  encompassing  the  provision  of in vitro  fertilization  and other
assisted  reproductive  services   ("Infertility   Services").   NCIRE  provides
Infertility Services through David I. Hoffman,  M.D., P.A., the sole shareholder
of which is David I.  Hoffman,  M.D.,  Wayne S.  Maxson,  M.D.,  P.A.,  the sole
shareholder of which is Wayne S. Maxson,  M.D.,  and Steven J. Ory, M.D.,  P.A.,
the sole  shareholder  of which is Steven J. Ory,  M.D.,  the sole  partners  of
NCIRE.   Drs.  Hoffman,   Maxson  and  Ory  are  collectively   referred  to  as
"Physicians".  NCIRE also contemplates  providing  Infertility  Services through
other physician employees. Physicians have entered or will enter into employment
or service agreements with their respective professional  associations within 20
days of execution of this Agreement.

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

         NCIRE  believes  the  Services  will  benefit its medical  practice and
desires IntegraMed's assistance with various aspects of NCIRE's medical practice
through the utilization of the Services as more  particularly  set forth herein.
NCIRE  acknowledges  and agrees that the Services  being made available to NCIRE
require NCIRE's  cooperation and collaboration,  and that IntegraMed,  in making
the Services  available,  makes no warranty or representation  that the Services
will achieve NCIRE's desired goals and  objectives.  In addition,  NCIRE desires
access to capital for funding its growth and development, and IntegraMed desires
to provide such capital or access to capital as provided herein.

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


                                    ARTICLE 1

                                   DEFINITIONS

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


                  1.1.1   "Adjustments"  shall  mean  adjustments  for  refunds,
         discounts,  contractual adjustments,  professional courtesies and other
         activities  that  do not  generate  a  collectible  fee  as  reasonably
         determined by IntegraMed and NCIRE.

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

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

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

                  1.1.5 "Facilities" shall mean the medical offices and clinical
         spaces of NCIRE, including any satellite locations,  related businesses
         and all medical group business  operations of NCIRE, which are utilized
         by NCIRE in its medical practice.

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

                  1.1.7   "Infertility   Services"   shall  mean   gynecological
         services,  treatment of human infertility encompassing the provision of
         in  vitro  fertilization  and  other  assisted   reproductive  services
         provided  by NCIRE or any  Physician  Employee  and Other  Professional
         Employee.

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

                  1.1.9  "Physician-Employee" shall mean an individual including
         Physicians  and any other  physician  who is an employee of NCIRE or is
         otherwise under contract with NCIRE to provide professional services to
         NCIRE  patients  and is duly  licensed as a  physician  in the State of
         Florida.

                  1.1.10 "Physician and Other Professional  Revenues" shall mean
         all fees, whether received or accrued, and actually recorded each month
         (net  of  Adjustments)  by  or  on  behalf  of  NCIRE  as a  result  of
         professional  medical  services  personally  furnished  to  patients by
         Physicians and  Physician-Employees  and Other  Professional  Employees
         and, except as described in the next succeeding sentence, other fees or
         income earned in their capacity as  professionals,  whether rendered in
         an  inpatient  or  outpatient  setting,  including  but not limited to,
         medical  director  fees  or  technical  fees  from  medical   ancillary
         services,  consulting fees and ultrasound fees from businesses owned or
         operated by Physicians. 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 and (ii) other services where  Physician does not provide
         professional  medical  services such as testimony and  consultation for
         litigation-related   proceedings,    lectures,   passive   investments,
         fundraising,  or writing ("Permitted Services");  the compensation from
         Permitted Services may be retained by a Physician or Physician-Employee
         without  limit,  subject to Section 4.7.5  hereof.  Physician and Other
         Professional Revenues are sometimes referred to herein as "Revenues."

                  1.1.11   Intentionally Omitted.

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

                  1.1.13  "Receivables"  shall  mean and  include  all rights to
         payment  for  services  rendered  or  goods  sold,  including,  without
         limitation,  accounts  receivables,  contract  rights,  chattel  paper,
         documents,  instruments  and other evidence of patient  indebtedness to
         NCIRE,  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 NCIRE by
         patients or pursuant to any Preferred Provider,  HMO, capitated payment
         agreements or other agreements between NCIRE and a payer, recorded each
         month (net of Adjustments).

<PAGE>

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

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

                                    ARTICLE 2

                      COST OF SERVICES AND BASE SERVICE FEE

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

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

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

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

                  2.1.4 Any sales and use taxes  assessed  against NCIRE related
         to the operation of NCIRE'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  IntegraMed  or NCIRE  to  outside
         counsel  in  connection  with  matters  specific  to the  operation  or
         internal  affairs of NCIRE 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 the  execution  or
         performance of this  Agreement or as a result of a dispute  between the
         parties  under  this  Agreement  shall  not be  considered  a  Cost  of
         Services;   and  provided,   further  any  disputes  between  or  among
         Physicians shall not be considered Cost of Services.

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

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

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

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

<PAGE>

                  2.1.11 Quality  Improvement  Program  described in Section 3.8
         herein;

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

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

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

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

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

                  2.2.3    The Base Service Fee;

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

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


                                    ARTICLE 3

                    DUTIES AND RESPONSIBILITIES OF INTEGRAMED

         3.1      SERVICES AND ADMINISTRATION.
                  ---------------------------

                  3.1.1  NCIRE  hereby  engages  IntegraMed  for  the  Services.
         IntegraMed agrees to provide the Services only in the State of Florida,
         Counties of Broward,  Miami-Dade and Palm Beach (the "Territory"),  and
         NCIRE agrees to limit its use of the Services to the Territory, without
         prior  written  consent  from  IntegraMed.  None of the  Services  made
         available to NCIRE include any physician medical functions.  IntegraMed
         acknowledges   that  its   timely   performance   of  its   duties  and
         responsibilities  as  delineated in this Article 3 are material to this
         Agreement  and to NCIRE's  interest.  The following  Services,  as more
         particularly  described in this  Agreement,  shall be made available to
         NCIRE:

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

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

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

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

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

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

<PAGE>

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

                  3.1.3  IntegraMed  will  provide the  administrative  services
         function of supervising  and maintaining (on behalf of NCIRE) 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 NCIRE
         and shall be located at the  Facilities  and be readily  accessible for
         patient  care.  IntegraMed's  management of all files and records shall
         comply  with all  applicable  state and federal  laws and  regulations,
         including without  limitation,  those pertaining to  confidentiality of
         patient records. The medical records of each patient shall be expressly
         deemed  confidential and shall not be made available to any third party
         except in compliance with all applicable  laws,  rules and regulations.
         IntegraMed  shall have  access to such  records in order to provide the
         Services  hereunder,  to perform billing functions,  and to prepare for
         the defense of any lawsuit in which those records may be relevant.  The
         obligation  to  maintain  the  confidentiality  of such  records  shall
         survive  termination of this Agreement.  NCIRE shall have  unrestricted
         access to all of its records at all times.

                  3.1.4  IntegraMed  will  provide,  as requested by NCIRE,  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 NCIRE's medical practice at the Facilities.

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

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

<PAGE>

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

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

         3.2 FACILITIES.  After the Joint Practice  Management  Board determines
the nature and extent of the  facilities  needed for NCIRE's  medical  practice,
IntegraMed will assist NCIRE in obtaining such Facilities,  including  providing
administrative  support,  effort and  resources  in  obtaining  the  Facilities,
including all furniture, equipment and furnishings necessary for the Facilities,
all repairs, maintenance and improvements thereto, utility (telephone, electric,
gas, water) services,  customary  janitorial  services,  refuse disposal and all
other services  reasonably  necessary in conducting  NCIRE's medical practice at
the Facilities.  IntegraMed will arrange for the cleaning of the Facilities, and
timely  maintenance and cleanliness of the equipment,  furniture and furnishings
located  therein.  IntegraMed will advise,  counsel and  collaborate  with NCIRE
regarding the  condition,  use and needs for the  Facilities,  the  improvements
thereto, equipment and services.

         3.3      EXECUTIVE DIRECTOR AND OTHER PERSONNEL.
                  --------------------------------------

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

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

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

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

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

<PAGE>

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

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

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


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

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


                                    ARTICLE 4

                      DUTIES AND RESPONSIBILITIES OF NCIRE

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

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

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

         4.4 EMPLOYMENT OF PHYSICIAN AND OTHER  PROFESSIONAL  EMPLOYEES.  In the
event NCIRE shall  determine that  additional  physicians  are necessary,  NCIRE
shall  undertake and use its best efforts to select  physicians  who, in NCIRE's
judgment,  possess  the  credentials  and  expertise  necessary  to enable  such
physician  candidates  to  become  affiliated  with  NCIRE  for the  purpose  of
providing  Infertility  Services.  NCIRE shall cause each  Physician-Employee to
enter into an employment  or service  agreement  with NCIRE or their  respective
professional  association  which is a partner  of NCIRE  ("Physician  Employment
Agreement")  in such form as is  mutually  acceptable  to NCIRE and  IntegraMed.
Except as  otherwise  provided  in Sections  4.7.4 and 5.2.5 of this  Agreement,
NCIRE  shall  have  complete  control  of and  responsibility  for  the  hiring,
compensation,     supervision,     evaluation    and    termination    of    its
Physician-Employees,  although at the request of NCIRE, IntegraMed shall consult
with and advise NCIRE respecting such matters.

<PAGE>

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

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

         4.7  DIRECTION OF PRACTICE  NCIRE and its  Physicians,  as a continuing
condition of IntegraMed's  obligations  under this Agreement,  shall at all time
during  the  Term be and  remain  legally  organized  and  operated  to  provide
Infertility  Services in a manner consistent with state and federal laws. NCIRE,
through its physicians, is expected to provide leadership in its market area and
fully  cooperate with  IntegraMed in  IntegraMed's  efforts to make the Services
available to NCIRE as  determined by the Joint  Practice  Management  Board.  In
furtherance of which:

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

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

                  4.7.3  Recognizing that IntegraMed would not have entered into
         this  Agreement  but for NCIRE's  covenant to maintain  and enforce the
         Physician  Employment  Agreements  with any  physician  now employed or
         physicians who may hereafter become employees of NCIRE, 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
         NCIRE from a physician whose employment is terminated, shall be paid to
         IntegraMed in proportion to IntegraMed's loss or damages.


<PAGE>

                  4.7.4 NCIRE shall retain that number of Physician-Employees as
         are  reasonably   necessary  and   appropriate  for  the  provision  of
         Infertility Services.  However, NCIRE 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 NCIRE,
         and all full-time  Physician-Employees  shall be board  eligible in the
         practice  of  gynecology,   with  training  in  the   subspecialty   of
         infertility  and  assisted  reproductive   medicine.   NCIRE  shall  be
         responsible for paying the  compensation  and benefits,  as applicable,
         for all Physician-Employees,  and for withholding,  as required by law,
         any sums for income tax,  unemployment  insurance,  social security, or
         any other  withholding  required by applicable  law.  IntegraMed at the
         request of NCIRE,  will establish and administer the compensation  with
         respect to such  Physician-Employees  in  accordance  with the  written
         agreement between NCIRE and each Physician  Employee.  IntegraMed shall
         neither  control  nor  direct  any  Physician  in  the  performance  of
         Infertility Services for patients, and IntegraMed will not unreasonably
         interfere with the employer-employee relationship between NCIRE and its
         Physician-Employees.

                  4.7.5 NCIRE  shall  insure  that  Physician-Employees  provide
         patient  care and  clinical  backup as  required  to insure  the proper
         provision  of  Infertility  Services  to  patients  of NCIRE at NCIRE's
         Facilities.  NCIRE shall insure that its full-time  Physician-Employees
         devote substantially all of their professional time, effort and ability
         to NCIRE's  practice,  including the provision of Infertility  Services
         and the development of such practice,  and that Permitted Services,  of
         any  Physician-Employee do not interfere with such  Physician-Employees
         full time practice of Infertility Services at NCIRE's Facilities.

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

                  4.7.7 NCIRE 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 NCIRE.  In the event of a termination
         or dissolution of NCIRE,  or the  termination of this Agreement for any
         reason, NCIRE and the Physicians will have the obligation to account to
         patients and to arrange for the storage or disposal of such  Biological
         Materials in accordance with patient consent and the ethical guidelines
         of  the  American   Society  of  Reproductive   Medicine   ("Relocation
         Program").  IntegraMed,  in such event,  will, at the request of NCIRE,
         assist in the  administrative  details of such a Relocation Program for
         so long as NCIRE  shall  request and an  appropriate  fee shall be paid
         during that time.  These  obligations  shall survive the termination of
         this Agreement.

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

<PAGE>

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

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

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

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

                  4.8.3  Participate  in  IntegraMed   network   activities  and
         programs, including, but not limited to, using best efforts in offering
         IntegraMed  Pharmaceutical  Services to patients and  participating  in
         other product and service offerings  IntegraMed has in effect from time
         to time.

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


                                    ARTICLE 5

                        JOINT DUTIES AND RESPONSIBILITIES

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

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

                  5.2.1 ANNUAL BUDGETS AND PROFITABILITY. All annual capital and
         operation  budgets  prepared  by  IntegraMed  shall be  subject  to the
         review,  amendment,  approval  and  disapproval  of the Joint  Practice
         Management   Board.  The  parties  covenant  and  agree  to  use  their
         respective  best  efforts  to  assist  the  Joint  Management  Board in
         achieving  the  projected  budgets.  NCIRE and  IntegraMed  agree that,
         recognizing  changes in circumstances,  annual budgets and forecast are
         subject  to  revisions  and,  accordingly,  they  will  cause the Joint
         Practice  Management  Board to modify  the annual  budgets,  as needed,
         including without  limitation,  staff reductions,  to ensure that NCIRE
         operates  in a  profitable  mode which  means that PDE is positive on a
         monthly  basis.  Further,  NCIRE  agrees that in the event NCIRE incurs
         operational  losses at any  point  during  the term of this  Agreement,
         nothing  herein shall  obligate  IntegraMed  to incur losses under this
         Agreement  in  order  to  sustain  NCIRE's  operations.   For  example,
         IntegraMed may take appropriate steps to reduce its Cost of Services in
         order to avoid negative PDE at any point.

<PAGE>

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

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

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

                  5.2.5 PHYSICIAN HIRING.The Joint Practice Management Board
         shall, in conjunction with NCIRE, determine, the number and type of
         physicians required for the efficient operation of NCIRE.

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


                                    ARTICLE 6

                           LICENSE OF INTEGRAMED NAME

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

         6.2 FICTITIOUS NAME PERMIT. If necessary,  NCIRE 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  NCIRE to
practice  at the  Facilities  under  the Trade  Names  and shall  take any other
actions reasonably  necessary to procure  protection of or protect  IntegraMed's
rights to the Trade  Names.  IntegraMed  shall  cooperate  and  assist  NCIRE in
obtaining any such original, amended or renewal fictitious name permit.

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

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

<PAGE>

         6.4      RIGHTS UPON TERMINATION.
                  -----------------------

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

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


                                    ARTICLE 7

                             FINANCIAL ARRANGEMENTS

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

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

                  7.1.2  commencing  with the  Effective  Date,  as  hereinafter
         defined, until the date that the Facilities provided for in Section 7.4
         are  substantially  ready for  occupancy,  a Base  Service  Fee  ("Base
         Service  Fee") paid monthly but  reconciled to annual  Revenues,  of an
         amount equal to four percent (4%) of Revenues.

                  7.1.3 during each year of this Agreement  commencing  with the
         date that the Facilities  provided for in Section 7.4 are substantially
         ready for occupancy, a Base Service Fee, paid monthly but reconciled to
         annual  Revenues,  of an amount  equal to six percent (6%) of the first
         $8.0  million  of  NCIRE's  Revenues;  five  percent  (5%) of  NCIRE.'s
         Revenues  over $8.0  million,  but less than $12 million;  four percent
         (4%) of NCIRE.'s  Revenues  of $12 million or more,  but less than $16.
         million; and three (3%) of. NCIRE's Revenues of $16 million or more.

                  7.1.4 during each year of this Agreement,  commencing with the
         Effective Date, an additional  service fee  ("Additional  Service Fee")
         paid monthly but reconciled to annual operating results of NCIRE, equal
         to ten (10%) of PDE.


                  7.1.5 In the event that either Section  7.1.2,  7.1.3 or 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
         Section  7.1.2,  71.3 or 7.1.4 and/or the Base and  Additional  Service
         Fees shall be replaced,  effective  immediately  and retroactive to the
         date of this Agreement, by a fixed annual Service Fee, payable in equal
         monthly  installments  ("Alternate  Service Fee") on or before the 15th
         business day of each month.  The parties shall  negotiate in good faith
         the Alternate Service Fee promptly after such Findings.

                  7.1.6 The right of  termination  provided for in Section 9.1.3
         of this  Agreement,  if based on the fact that  either  Section  7.1.2,
         7.1.3  and/or  7.1.4 of this  Agreement  has 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  7.1.2,  7.1.3
         and 7.1.4 and (ii) the  Alternate  Service  Fee have been so found by a
         local, state or federal agency or department, or any court of competent
         jurisdiction.
<PAGE>

         7.2      ACCOUNTS RECEIVABLE.
                  -------------------

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

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

                  7.2.3 NCIRE will be charged monthly  interest at an annualized
         rate  of  prime  plus 2% on  Receivables  with an  average  days  sales
         outstanding  ("DSO")  greater  than 60 days for a trailing  three-month
         period. For example, if prime is 6% and NCIRE's Revenues are $1,385,000
         for a  three-month  period,  the average  Revenues per day (assuming 90
         days in such three-month period ) equals $15,389. If on the last day of
         that same three-month period NCIRE's Receivables are $1.5 million, then
         NCIRE's DSO equal 97 days ($1.5 million divided by $15,389),  resulting
         in  interest  being  charged  for the  month  on  $569,393  of  NCIRE's
         Receivables  ($15,389 times 37 days) at a rate of 0.67% ( 6% prime plus
         2% divided by 12), or a $3,814.93 interest charge..

                  7.2.4  On or  before  the  20th  business  day of each  month,
         commencing  with the month  following  the Effective  Date,  IntegraMed
         shall remit to NCIRE the PDE generated for the previous calendar month.

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

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

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

         7.4      BUILD OUT AND CAPITAL COMMITMENT.
                  --------------------------------

         IntegraMed  agrees to invest  sufficient  capital  to build,  equip and
supply  appropriate office and laboratory space for NCIRE to conduct its medical
practice at the Facilities.  As an expression of IntegraMed's  commitment to the
growth of NCIRE's practice,  IntegraMed  agrees to maintain,  during the term of
this Agreement, an on-going investment in the Facilities and equipment,  without
an  interest  charge  to  NCIRE,  of an  amount  up to  $2.0  million  ("Capital
Commitment").  Any amounts invested by IntegraMed in NCIRE's medical practice in
excess of the Capital  Commitment  provided  for this Section will be charged to
NCIRE as a capital cost at an interest rate of prime plus two (2%) percent.

<PAGE>

                                    ARTICLE 8

                             SERVICE RIGHT AND TERM

         8.1 In  consideration  of  the  considerable  investment  of  time  and
resources  in NCIRE  expected  by  IntegraMed  and the  payment of $2.4  million
("Right  to Service  Fee") by  IntegraMed  to the  Physicians,  NCIRE  grants to
IntegraMed the exclusive  right to provide the Services to NCIRE during the term
of this Agreement.  Each of Physicians,  pursuant to the Personal Responsibility
Agreements will agree to remit to IntegraMed  unamortized  Right to Service Fees
if this Agreement or Physician's  employment by NCIRE terminates within five (5)
years from the Effective Date.

         8.2.  The term of this  Agreement  shall  begin on the date first above
written  ("Effective  Date") and shall expire fifteen (15) years after such date
(the "Term") unless earlier terminated pursuant to Article 9, below.


                                    ARTICLE 9

                          TERMINATION OF THE AGREEMENT

         9.1      TERMINATION
                  ------------

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

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

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

         9.1.3  ILLEGALITY.  Any party may terminate this Agreement  immediately
upon  receipt of  notification  of a final order  issued by any local,  state or
federal agency or court of competent  jurisdiction that the conduct contemplated
by this Agreement is forbidden by law; provided,  however,  that if such finding
is  based  upon  the  nature  or  method  of  compensation  to  IntegraMed,   it
specifically   finds  the   Alternative   Service  Fee  is   forbidden  by  law.
Notwithstanding  the foregoing,  this Agreement shall not terminate  during such
period of time as either  party  contests  such  order or  finding in good faith
("Challenge") and during any such Challenge, this Agreement shall remain in full
force and effect.  If any governing  regulatory agency asserts that the services
provided by IntegraMed under this Agreement are unlawful or that the practice of
medicine by NCIRE as  contemplated  by this Agreement  requires a certificate of
need,  and any such  assertion  is not the  subject  of a  Challenge,  or if the
subject of Challenge,  the agency's  assertion is found to be correct by a court
of competent  jurisdiction  and no appeal is taken,  or if any appeals are taken
and the same  are  unsuccessful),  this  Agreement  shall  thereupon  be  deemed
terminated and the provisions of Section 10.1 shall apply.

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

<PAGE>

                                   ARTICLE 10

                  PURCHASE OF ASSETS - OBLIGATIONS AND OPTIONS

         10.1 TERMINATION BY INTEGRAMED. If IntegraMed terminates this Agreement
due to the insolvency of NCIRE (Section  9.1.1),  for a material breach by NCIRE
(Section  9.1.2),  or NCIRE  fails to  suspend  a  physician  whose  license  is
suspended,  revoked or not renewed  (Section 9.2), or this Agreement  terminates
pursuant  to  Section  9.1.3,  NCIRE  agrees,  within  90  days  of the  date of
termination  of  this  Agreement,  at  IntegraMed's  option,  to  purchase  from
IntegraMed  the assets  utilized  directly  by NCIRE in the  operation  of NCIRE
business (the "Assets") as set forth in Sections 10.1.1 and 10.1.2 below:

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

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

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

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

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

         10.3     TRANSFER OF OWNERSHIP

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


                                   ARTICLE 11

                                    INSURANCE

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

<PAGE>

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

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

                                   ARTICLE 12

                                  MISCELLANEOUS

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

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

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

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

                  12.1.4 NCIRE shall,  at all times, be the sole employer of the
         Physician-Employees,  other than the Physicians, the Other Professional
         Employees  required  by law to be  employees  of  NCIRE  and all  other
         professional   personnel  engaged  by  NCIRE  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 NCIRE;

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

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

                  12.1.7 Matters involving the internal  agreements and finances
         of NCIRE, 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 NCIRE,  and other employees of NCIRE,  disposition of NCIRE
         property and stock,  accounting,  tax  preparation,  tax planning,  and
         pension  and  investment  planning,  hiring and  firing of  physicians,
         decisions and contents of reports to regulatory  authorities  governing
         NCIRE and licensing,  shall remain the sole responsibility of NCIRE and
         the  individual  Physicians,  except  with  respect  to the  number  of
         physicians NCIRE hires which will be based upon  recommendations of the
         Joint Practice Management Board.

<PAGE>

         12.2 FORCE  MAJEURE.  No party shall be liable to the other parties for
failure to perform any of the  services  required  under this  Agreement  in the
event of a strike, lockout, calamity, act of God, unavailability of supplies, or
other  event over which  such  party has no  control,  for so long as such event
continues and for a reasonable period of time thereafter,  and in no event shall
such party be liable for  consequential,  indirect,  incidental  or like damages
caused thereby.

         12.3  EQUITABLE  RELIEF.   Without  limiting  other  possible  remedies
available to a  non-breaching  party for the breach of the  covenants  contained
herein,  including the right of IntegraMed to cause NCIRE to enforce any and all
provisions  of the  Physician  Employment  Agreements  described  in Section 4.3
hereof, injunctive or other equitable relief shall be available to enforce those
covenants,  such relief to be without the  necessity  of posting  bond,  cash or
otherwise.  If any restriction  contained in said covenants is held by any court
to be unenforceable or unreasonable,  a lesser  restriction shall be enforced in
its place and remaining  restrictions therein shall be enforced independently of
each other.

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

         12.5  ASSIGNMENT;  BINDING  EFFECT.  This  Agreement and the rights and
obligations  hereunder may not be assigned  without the prior written consent of
all of the parties,  and any attempted  assignment without such consent shall be
void  and of no force  and  effect,  except  that  IntegraMed  may  assign  this
Agreement to any affiliate,  which for purposes of this Agreement, shall include
any parent or subsidiary of IntegraMed,  without the consent of NCIRE,  provided
IntegraMed shall remain liable for its obligations hereunder.  The provisions of
this  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties'  respective  heirs,  legal  representatives,  successors  and permitted
assigns.

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

         12.7 GOVERNING  LAW. This Agreement  shall be governed by and construed
in  accordance  with  the  laws of the  State  of  Florida  irrespective  of the
principal place of business of the parties hereto. Any and all claims, disputes,
or controversies  arising under, out of, or in connection with this Agreement or
any breach thereof,  except for equitable  relief sought pursuant to Section 6.4
or Section 12.3 hereof,  shall be determined by binding arbitration in the State
of  Florida,  City of Fort  Lauderdale  (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  Florida  or the  United  States  District
Court for the  Southern  District of  Florida,  to whose  jurisdiction  for such
purposes NCIRE and IntegraMed hereby irrevocably consent and submit.

<PAGE>

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

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

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


     12.10.1  If for IntegraMed:

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

                       With a copy to:

              Claude E. White, General Counsel
              IntegraMed America, Inc.
              One Manhattanville Road
              Purchase, New York 1057

     12.10.2  If for NCIRE:

              Wayne S. Maxson, M.D., P.A., General Partner
              Northwest Center For Infertility and Reproductive Endocrinology
              2825 N. State Road 7
              Margate, Florida 33063

                       With a copy to:

              Richard H. Breit, Esq.
              2701 West Oakland Park Blvd, Suite 230
              Fort Lauderdale, Florida 33311


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

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

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

<PAGE>

         12.13    CONFIDENTIAL INFORMATION.
                  ------------------------

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

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

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


         12.14    INDEMNIFICATION.
                  ---------------

                  12.14.1  IntegraMed  agrees  to  indemnify  and hold  harmless
         NCIRE, its directors,  officers, employees and servants from any suits,
         claims, actions, losses,  liabilities or expenses (including reasonable
         attorney's  fees)  arising  out of or in  connection  with  any  act or
         failure to act by IntegraMed  related to the  performance of its duties
         and responsibilities under this Agreement. The obligations contained in
         this Section 12.14.1 shall survive termination of this Agreement.

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

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


<PAGE>







                           [INTENTIONALLY LEFT BLANK]






         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/Jay Higham
          -----------------------------------------------
          Jay Higham, Sr. Vice President


NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY


BY:      Wayne S. Maxson, M.D., P.A., General Partner


By:      /s/Wayne S. Maxon, M.D.
         -------------------------------------------------
         Wayne S. Maxson, M.D., President


By:
         David I. Hoffman, M.D., P.A., General Partner


By:      /s/David I. Hoffman, M.D.
         --------------------------------------------------
         David I. Hoffman, M.D., President


By:
         Steven J. Ory, M.D., P.A., General Partner


By:      /s/Steven J. Ory, M.D.
         --------------------------------------------------
         Steven J. Ory, M.D., President