EMPLOYEE RETENTION AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                                   [EMPLOYEE]



         EMPLOYEE RETENTION AGREEMENT, dated ______________,  between INTEGRAMED
AMERICA,  INC.,  a  Delaware  corporation,  having its  principal  office at One
Manhattanville  Road,  Purchase,  New  York  10577-2100  (the  "Company"),   and
___________________, residing at _______________________________("Employee").

                              W I T N E S S E T H:

         WHEREAS, Employee is a key employee of the Company and an integral part
of its management; and WHEREAS, the Company recognizes that the possibility of a
change in control of the Company may result in the departure or  distraction  of
management to the detriment of the Company and its stockholders; and

         WHEREAS, in order to retain Employee and to minimize any such potential
distraction, the Company wishes to assure Employee of fair severance as provided
herein  should  Employee's  employment  terminate  in  specified   circumstances
following a change in control of the Company.

         NOW,  THEREFORE,  in consideration of Employee's  continued  employment
with the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

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         1.       Definitions.  The  following  terms as used in this  Agreement
shall have the following meanings:

                  1.1 "Base  Salary" shall mean  Employee's  annual base salary,
exclusive of any bonus or other benefits which Employee may receive, at the rate
in effect either  immediately  prior to the Termination  Date or the date of the
Change in Control, whichever is higher.

                  1.2 "Bonus" shall mean the most recent  annual cash bonus,  if
any, paid by the Company to Employee either prior to the Termination Date or the
date of the Change in Control, whichever is higher.

                  1.3 "Change in Control"  shall mean one or more changes in the
aggregate  composition of the Company's  Board of Directors as a result of which
individuals,  who, as of the date  hereof,  constitute  the  Company's  Board of
Directors  (the  "Incumbent  Board"),  subsequently  cease  for  any  reason  to
constitute  at least a majority of the Company's  Board of Directors;  provided,
however,  that any individual  becoming a director of the Company  subsequent to
the date hereof,  whose  election,  or nomination  for election by the Company's
stockholders,  shall have been  approved by a vote of at least a majority of the
directors then  constituting  the Incumbent  Board shall be considered as though
such individual is a member of the Incumbent Board,  but excluding,  as a member
of the Incumbent Board,  any such individual whose initial  assumption of office
is in connection with an actual or threatened  election  contest relating to the
election of the  directors of the Company (as such terms are used in Rule 14a-11
of Regulation 14A under the Securities Exchange Act of 1934, as amended).


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                  1.4 "For Cause"  termination  during a Standstill Period shall
mean that the Company  terminates  Employee's  employment for any one or more of
the following  grounds in  accordance  with the notice  requirements  of Section
7.1(a) hereof:
                  (a) if  Employee  is  indicted  for  committing  a felony or a
decision or  determination  is rendered by any court or  governmental  authority
that Employee has committed any act involving fraud, dishonesty, breach of trust
or moral turpitude;
                  (b) if Employee willfully breaches  Employee's duty of loyalty
to, or commits an act of fraud or dishonesty upon, the Company;

                  (c) if  Employee  demonstrates  gross  negligence  or  willful
                  misconduct;  (d) if, in the reasonable,  good faith opinion of
                  the Company's President, Employee
engages in personal misconduct of such a material nature as to render Employee's
presence  as a key  employee of the  Company  detrimental  to the Company or its
reputation;
                  (e) if Employee  commits a material breach of or default under
any of Employee's  employment  duties, and Employee fails to cure such breach or
default  within  ten (10) days  after  prior  written  notice  thereof  from the
Company; or
                  (f) if  Employee  commits a  material  breach  of, or  default
under, any non-disclosure,  confidentiality,  non-competition, non-enticement of
Executives  (including any non-solicitation,  non- employment,  non-retention or
non-engagement  of  Executives)  or similar  agreement,  obligation  or covenant
heretofore or hereafter entered into with or for the benefit of the Company.

                  1.5 "Good  Reason" shall have the meaning set forth in Section
5 below.

                  1.6  "Incumbent  Board" shall have the meaning set forth above
under the definition of the term "Change in Control".

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                  1.7 "ISOs" shall mean any and all  incentive  stock options of
Employee to purchase shares of Common Stock of the Company pursuant to the Stock
Option Agreement and the Stock Option Plan.

                  1.8 "Permanent Disability" shall have the meaning set forth in
the long-term  disability  insurance  policy or policies then  maintained by the
Company for the benefit of its Executives, or if no such policy shall then be in
effect,  or if more than one such  policy  shall  then be in effect in which the
term "permanent  disability" shall be assigned different  definitions,  then the
term  "Permanent  Disability"  shall be defined for purposes  hereof to mean any
physical or mental disability or incapacity which renders Employee  incapable of
fully performing the services required of Employee in accordance with Employee's
obligations  to the Company for a period of 90  consecutive  days or for shorter
periods aggregating 90 days during any twelve-month period.


                  1.9 "Qualifying  Termination" shall have the meaning set forth
in Section  2.1  hereof.

                  1.10  "Severance"  shall have the meaning set forth in Section
2.1 below.

                  1.11  "Standstill  Period"  shall mean the eighteen (18) month
period commencing on the date of a Change in Control.

                  1.12  "Stock  Option  Agreement"  shall mean all Stock  Option
Agreement or Stock Option  Agreements,  as the case may be,  between the Company
and Employee.

                  1.13  "Stock  Option  Plan"  shall  mean  the  Company's  1992
Incentive and Non- Incentive  Stock Option Plan.

                  1.14 "Stub Bonus  Period"  shall have the meaning set forth in
Section 2.1(b).

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                  1.15  "Termination  Date"  shall  mean  the  date  during  the
Standstill Period on which Employee's employment is terminated.

                  1.16 "Without Cause"  termination  during a Standstill  Period
shall mean that the  Company  terminates  Employee's  employment  other than For
Cause (and other than for death or Permanent  Disability) in accordance with the
notice requirements of Section 7.1(b) hereof.

         2.       Qualifying Termination of Employment.

                  2.1 In the event  that (i) there is a Change in  Control,  and
(ii) during the Standstill Period either (1) the Company  terminates  Employee's
employment  Without Cause,  or (2) Employee  terminates such employment for Good
Reason,  then, and only then, such events (i) and (ii),  collectively,  shall be
deemed for purposes of this Agreement to constitute a "Qualifying  Termination",
which, in turn,  shall entitle  Employee to be paid by the Company (or otherwise
receive  from  the  Company,  as the  case may be) the  severance  payments  and
benefits  (collectively,  the  "Severance") set forth in, and in accordance with
the provisions of, Section 3 hereof, together with:

                  (a) An amount,  to be paid in one lump sum within  thirty (30)
days of the  Termination  Date,  equal to the  accrued  but  unpaid  portion  of
Employee's Base Salary through the Termination Date; and

                  (b) An amount, to be paid within thirty (30) days
after the earliest date
following the Termination Date that the same may reasonably be calculated, equal
to the greater of: (x) the pro-rata  portion of the amount  Employee  would have
earned  (notwithstanding the termination of Employee's employment) as Employee's
cash  bonus,  if any,  for the  fiscal  year of the  Company  during  which  the
Qualifying  Termination occurs,  calculated from the commencement of such fiscal
year through the Termination  Date (the "Stub Bonus Period");  or (y) the amount


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calculated by multiplying Employee's Bonus by a quotient, the numerator of which
is the number of days contained in the Stub Bonus Period, and the denominator of
which is 365.

                  2.2  Notwithstanding  anything  herein to the contrary,  it is
understood  and  agreed  that  there  shall  not be  deemed  to be a  Qualifying
Termination  for purposes of this  Agreement,  nor shall Employee be entitled to
any Severance or other benefits provided for herein, in the event:

                  (a) the Company shall have  terminated  Employee's  employment
For Cause,  or if  Employee's  employment  with the Company  shall  terminate by
reason of Employee's death or Permanent Disability; or

                  (b) Employee shall terminate Employee's employment and, at the
time of such  termination,  the  Company  shall be entitled  to  terminate  such
employment  For Cause and the Company shall have sent, or shall send,  Employee,
within 10 days of the Company's receipt of Employee's  notice of termination,  a
notice of termination by the Company specifying the "For Cause" termination.

         3.       Severance.   Upon  a  Qualifying   Termination  of  Employee's
employment, Employee shall be entitled to the following Severance:

                  3.1 An amount,  to be paid in one-lump sum within  thirty (30)
days of the  Termination  Date,  equal  to the sum of:  (a) an  amount  equal to
Employee's Base Salary; and (b) an amount equal to Employee's Bonus.

                  3.2  Until  the  earlier  to occur of (i) one year  after  the
Termination  Date,  or (ii) the date on which  Employee  becomes  eligible to be
covered by or  otherwise  receives,  substantially  comparable  benefits  from a
subsequent employer, the Company shall maintain in full force and effect

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for the continued benefit of Employee all medical  insurance,  dental insurance,
life insurance and long-term disability insurance policies in which Employee was
entitled  to  participate   immediately   prior  to  the  Termination  Date  (or
substantially   similar   policies),    provided   that   Employee's   continued
participation  is  permitted  under the  general  terms and  conditions  of such
policies.  In the event that  Employee  is  ineligible  to  participate  in such
policies,  the Company  reasonably  shall arrange,  upon  comparable  terms,  to
provide Employee with benefits  substantially similar to those which Employee is
entitled to receive under such  policies,  or if not reasonably  available,  the
Company  shall pay to Employee  (in equal  monthly in arrears  installments)  an
amount equal to the most recent direct  monthly cost to the Company of providing
such former  benefits to Employee.  In furtherance  of the  foregoing,  Employee
hereby  agrees to notify the  Company  promptly if and when  Employee  commences
employment with another  employer and if and when Employee  becomes  eligible to
participate  in any  insurance or other  benefit  plans,  programs,  policies or
arrangements of another employer.

                  3.3 The Company agrees to pay or reimburse  Employee following
a Qualifying Termination for outplacement services in an aggregate amount up to,
but  not  to  exceed,  Three  Thousand  Dollars  ($3,000.00),  such  payment  or
reimbursement  to be made promptly  following the  submission by Employee to the
Company of appropriate receipts therefor, it being understood, however, that the
Company  shall have no  obligation  to procure or arrange for such  outplacement
services.

         4.       Acceleration of Certain Stock Options.

                  4.1 In addition to the  provisions of Section 3 above,  upon a
Qualifying  Termination of Employee's  employment,  any and all ISOs theretofore


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<PAGE>


granted to Employee,  but not yet  exercisable,  under and pursuant to the Stock
Option Agreement, shall accelerate and become exercisable as of the date of such
Qualifying Termination;  provided , that in no event shall ISOs to purchase more
than the number of shares of the  Company's  Common  Stock  derived by  dividing
$100,000 by the exercise price per share become  exercisable in any one calendar
year. In the event the number of ISOs which would otherwise  become  accelerated
shall be limited by the  foregoing,  the exercise date of the ISO's  affected by
such  limitation  shall be  accelerated to the earliest date on which such ISO's
may be exercised  under the Plan and so as to continue to qualify as  "incentive
stock options" in conformity  with Section 422 of the Tax Code and the rules and
regulations  thereunder.  4.2 The  provision  of Section  4.1 shall be deemed an
amendment to the Stock Option  Agreement,  and in the event of any inconsistency
between the Stock  Option  Agreement  and the  provisions  of Section  4.1,  the
provisions of Section 4.1 shall be  determinative  and control.  5. Good Reason.
Termination  by Employee for "Good Reason" shall mean the voluntary  termination
by Employee of Employee's  employment  with the Company in  accordance  with the
notice  requirements  of Section  7.2 hereof  which  occurs  both:  (a) during a
Standstill  Period;  and (b) within sixty (60) days after the  occurrence of any
one or more of the  following  events  (any of which  events  itself  must occur
during the Standstill  Period) without  Employee's prior written consent:  5.1 a
material reduction in Employee's duties or title, including, without limitation,
a reduction  in  Employee's  management  reporting  responsibilities  to a lower
reporting  level (not arising from any disabling  physical or mental  disability
which Employee may sustain) which would be inconsistent with Employee's position
as a key employee of the Company;

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                  5.2 if  Employee's  total salary and cash bonus  opportunities
for a fiscal  year of the Company  which  includes  any portion of a  Standstill
Period are less than  ninety  percent  (90%) of the total  salary and cash bonus
compensation  opportunities made available to Employee in the then most recently
completed fiscal year of the Company;

                  5.3 the  failure  of the  Company  to  continue  in effect any
material  benefits or  perquisites,  or any  pension,  life  insurance,  medical
insurance,  dental  insurance or long-term  disability  insurance  plan in which
Employee was  participating  immediately prior to a Standstill Period unless the
Company  provides  Employee with a plan or plans that  provide(s)  substantially
similar  benefits,  or the  taking  of any  action  by the  Company  that  would
adversely affect  Employee's  participation  in, or materially reduce Employee's
benefits under,  any of such plans,  or deprive  Employee of any material fringe
benefit enjoyed by Employee immediately prior to a Standstill Period;

                  5.4 any  material  breach of or default by the  Company  under
this  Agreement  which is not cured by the Company within thirty (30) days after
its receipt of prior written notice thereof from Employee.

         6.       Expense  Reimbursement.  Nothing herein  contained shall limit
the Company's  obligations,  if any, to reimburse  Employee for any  outstanding
ordinary,  reasonable and documented  business  expenses incurred by Employee on
behalf of the  Company  during  the  period of  Employee's  employment  with the
Company  consistent with the Company's  expense reporting policy (as such policy
may be modified from time to time).

         7.       Notice of  Termination  During a Standstill  Period.  During a
Standstill Period:

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<PAGE>



                  7.1 any  termination  by the Company of Employee's  employment
(other than by reason of Employee's Permanent Disability or death):


                  (a) if "For Cause", shall be made upon prior written notice to
Employee;  or (b) if "Without Cause",  shall be made upon
 not less than 30 days'
prior written  notice to Employee;  any such notice from the Company to Employee
as  described  in Sections  7.1(a) and (b),  shall mean  "Company's  Termination
Notice".

                  7.2 any  permitted  termination  of  Employee's  employment by
Employee for Good Reason shall be made only upon ten (10)  business  days' prior
written notice to the Company.

         8.       Withholding.  Anything herein to the contrary notwithstanding,
any and all  payments  required to be made  hereunder by the Company to Employee
shall be subject to deductions and/or withholding for all FICA, federal,  state,
local or other taxes which the Company determines are required or appropriate to
be  deducted  or  withheld  in  accordance  with  applicable  laws,  statutes or
regulations from time to time in effect.

         9.      Mitigation;  Setoff.  Notwithstanding  anything  herein to the
contrary,  and because  Employee's  Severance  provided for  hereunder  shall be
considered  severance pay in consideration of Employee's  continued service from
the date of this Agreement:

                  9.1 Employee  shall not have any  obligation to the Company to
mitigate  any  Qualifying   Termination  of  Employee's  employment  under  such
provisions  hereunder whereby Employee would be required by the Company promptly
to seek, procure or commence substitute employment; and

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                  9.2 In the event Employee does seek,  procure or commence such
substitute  employment,  none of the income derived or to be derived by Employee
therefrom  shall be setoff by the Company  against the balance of any Severance,
if any,  owing to  Employee  by the  Company  under  this  Agreement;  provided,
however,  that  the  foregoing  shall  not  be  construed  to  limit  Employee's
obligations to the Company,  or any of the Company's  rights,  under Section 3.2
(relating to medical insurance,  dental insurance,  life insurance and long-term
disability insurance policies).

         10.      Certain Legal Fees and Disbursements. The Company shall pay or
reimburse  Employee for all reasonable  legal fees and  disbursements of counsel
incurred by Employee,  if any, solely to the extent in  successfully  contesting
(a) that the termination of Employee's  employment during a Standstill Period is
for the reasons  provided in Section 2.1 of this  Agreement,  or (b)  Employee's
right or entitlement to be paid or receive any material payment or benefit under
this Agreement.

         11.      This  Agreement  Not  an  Employment  Agreement.  The  parties
understand and agree that this Agreement does not  constitute,  and shall not be
deemed to imply,  create or  constitute,  an  employment  agreement  between the
parties,  but rather is intended to set forth certain  circumstances under which
Employee  may be entitled to receive  certain  compensation  and benefits in the
event of a Change  in  Control  of the  Company  and a  related  termination  of
Employee's employment.

         12.      Ratification   by   Executive  of  Certain   Obligations   and
Covenants.  Employee hereby reconfirms and ratifies any and all  non-disclosure,
confidentiality,  non-competition,  non-enticement of Executives  (including any
non-solicitation, non-employment, non-retention or non-engagement of Executives)
and similar  agreements,  obligations  and  covenants  heretofore  or  hereafter
entered into with or for the benefit of the Company,  any and all of which shall
remain in full force and effect and not be deemed amended, modified,  terminated
or  expired  by virtue  of or in  connection  with the  execution,  delivery  or
performance of this Agreement.

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         13.      Miscellaneous.


                  13.1  Notices.  All notices under this  Agreement  shall be in
writing and shall be deemed to have been given at the time when  delivered,  and
shall be delivered in person,  or sent by prepaid  receipted  overnight  courier
service (such as Federal  Express) or by registered  or certified  mail,  return
receipt requested,  postage prepaid,  addressed to the party to whom or to which
notice is given, at the address of such party set forth at the beginning of this
Agreement or to such  changed  address as such party may have fixed by notice in
accordance herewith.


                  13.2 Entireties.  This Agreement contains the entire agreement
and understanding  between the parties relating to the subject matter hereof and
supersedes any and all prior  understandings,  agreements  and  representations,
written or oral, expressed or implied, with respect thereto. Notwithstanding any
other agreement or understanding between the parties, if any, whether written or
oral,  in  the  event  that  there  is a  Change  in  Control  and a  Qualifying
Termination  of or by  Employee  occurs  pursuant  to this  Agreement,  the only
severance,  compensation,  payments or other  benefits to be paid or provided by
the Company to Employee  shall be as provided in this  Agreement  (i.e.,  to the
exclusion,  if otherwise applicable,  of any amounts or benefits which otherwise
would or might have been payable to or for the benefit of Employee under any one
or more of any such other agreements or understandings).

                  13.3 Amendment.  This Agreement may not be amended,  modified,
altered or terminated  except by an instrument in writing  signed by both of the
parties hereto.

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                  13.4  Waiver.  Any  and  all  waivers  of any one or more of a
party's rights  hereunder  shall be in a writing signed by such party. If either
party should waive any breach of any  provision  of this  Agreement,  such party
shall not thereby be deemed to have waived any prior or subsequent breach of the
same or any other provision of this Agreement.

                  13.5 Binding Effect. This Agreement shall be binding upon, and
inure to the  benefit of, the parties  hereto and their  respective  successors,
executors,  administrators,  legal  representatives,   heirs,  distributees  and
permitted assigns.

                  13.6 Assignment.  Neither this Agreement nor any of the rights
or obligations  of the parties  hereunder may be assigned or delegated by either
party hereto  without the prior written  consent of the other party hereto,  and
any attempted  assignment  or delegation in violation of the foregoing  shall be
null and void and without effect

                  13.7 No Third  Party  Beneficiaries  of  Agreement.  Except as
otherwise  expressly  provided in Section 13.5 hereof,  this  Agreement does not
create,  and shall not be construed as creating,  any rights  enforceable by any
person not a party to this Agreement.

                  13.8 Section Headings.  The section headings contained in this
Agreement are for reference purposes only and shall not limit,  define or affect
in any way the meaning or  interpretation  of this  Agreement  or any portion or
portions hereof.

                  13.9  Severability.  In case any one or more of the provisions
of this Agreement shall be determined to be invalid, illegal or unenforceable in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions contained herein shall not in any way be affected thereby.

                  13.10  Governing  Law.  This  Agreement  shall be governed by,
construed  and  enforced  in  accordance  with the laws of the State of New York


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applicable  to contracts  made and to be  performed  entirely  therein  (without
giving  effect  to the  conflict  of law  rules  thereof).  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,  shall  be
determined by binding arbitration in the State of New York, City of White Plains
(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.  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 New York.

                  13.11  Effectiveness.  Notwithstanding  anything herein to the
contrary,  the  effectiveness  of this  Agreement is contingent  upon the mutual
execution and delivery of this Agreement by each of the Company and Employee.

                  13.12  Counterparts.  This  Agreement  may be  executed in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which together shall constitute one and the same instrument.




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

INTEGRAMED AMERICA, INC.


By:/S/Gerardo Canet
   ---------------------------
    Gerardo Canet, President



Employee:

-----------------------------------


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