PERSONAL RESPONSIBILITY AGREEMENT


                              DAVID R. CORLEY, M.D.


                  THIS PERSONAL RESPONSIBILITY AGREEMENT ("Agreement"), dated as
of July 1, 1999, is made and entered into by and among IntegraMed America, Inc.,
a  Delaware   corporation,   with  its  principal   place  of  business  at  One
Manhattanville Road, Purchase,  New York 10577 ("IntegraMed"),  David R. Corley,
M.D., P.C. a Missouri professional  services corporation,  about to have a place
of business at Two Brush Creek,  Suite 500,  Kansas City,  Missouri 64112 ("PC")
and David R. Corley, M.D., residing at 14822 West 71st Terrace ("Corley").

                                    RECITALS:

         This Agreement is made with reference to a Management  Agreement  dated
as of July 1, 1999 ("Management Agreement") between IntegraMed and PC.

         Corley  is the sole  shareholders  of PC,  the  entity  through  Corley
intends exclusively to conduct his practice of medicine.

         Pursuant to the Management  Agreement,  IntegraMed has paid or will pay
Corley directly or on his behalf, in the aggregate, $250,000 in cash.

         The services  Corley intends to offer through PC are unique in terms of
how these  services  are rendered  and the  relative  unavailability  of similar
services from other physicians, and in terms of Corley's reputation, and involve
medical,  professional and technical services.  Through IntegraMed's  resources,
the parties  intend to maintain and enhance the  technology  which Corley offers
through PC.

         Corley  intends that PC be the entity  through which Corley  henceforth
conduct his practice of medicine,  and has entered into a  Physician-Stockholder
Employment  Agreement with PC as of July1,  1999 (the  "Employment  Agreement").
This Agreement is also made with reference to the  Employment  Agreement,  which
defines Corley's rights and responsibilities  with respect to PC and his medical
practices, including but not limited to compensation terms and a covenant not to
compete.

         Corley recognizes that the success of PC and of IntegraMed's investment
in  administrative  and  technologic  resources  depends  on his  commitment  to
continue to  practice  medicine  exclusively  through  PC.  IntegraMed  has made
substantial  payments  to Corley or on his  behalf  for the  exclusive  right to
manage PC in accordance  with the Management  Agreement  ("Exclusive  Management
Right")  , and in  reliance  on  Corley's  commitment  of his  availability  and
dedication to PC. Moreover,  IntegraMed has made and plans to make a substantial


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investment in equipment and other resources for PC in reliance on the ability to
amortize such investments based on such assurances from Corley.

         The purpose of this Agreement is to assure  IntegraMed that its payment
for the  Exclusive  Management  Right,  and other  payments  and  commitment  of
resources, is supported by the commitment of Corley to exert his best efforts to
support the operation of PC under its Management Agreement with IntegraMed.

         Therefore, IntegraMed, PC, and Corley agree as follow:

         1. Term and Termination. This Agreement shall commence on the date that
Management  Company  makes the first  payment  pursuant  to  Section  8.1 of the
Management Agreement and expire three (3) years thereafter (the "Term").

         2. PC as Representative of Corley's Interests. Corley acknowledges that
IntegraMed has acquired the Exclusive  Management  Right, and as such has valued
the  Exclusive   Management  Right  based  upon  Corley's  stipulation  that  PC
represents his entire medical practice and that Corley will devote substantially
all of his professional time, effort and ability to PC.

         3. Payment to IntegraMed.

                  3.1 Pursuant to the Management Agreement, IntegraMed has paid,
or will pay Corley or on his behalf  aggregate  consideration  of $250,000  (the
"Aggregate Consideration"). If, during the Term of this Agreement, Corley should
cease to practice medicine through PC, except as a result of death or "permanent
disability",  as defined in the Employment Agreement,  Corley shall be obligated
to forthwith pay to IntegraMed a prorata portion of the Aggregate  Consideration
determined by deducting the Vested Amount (as  hereinafter  described)  from the
Aggregate  Consideration.  The Vested Amount shall be determined by  multiplying
the number of quarters this Agreement has been in effect, rounded to the nearest
quarter  based on the  number  of days in the  quarter,  times  $20,833.33  (the
product of which is the  "Vested  Amount").  Payments to  IntegraMed  under this
paragraph  shall not  entitle  Corley  to any  interest  in the  assets of PC or
IntegraMed.  The  parties  agree that this  provision  requires a  repayment  of
consideration  as a penalty for breach of the  representation  that Corley would
remain  employed by PC for a specified time,  which induced  IntegraMed to enter
into the Management Agreement.

                  3.2  The  parties   acknowledge   that  through  an  effective
transition  plan, PC may add another  physician to its practice so that Corley's
retirement  or other  reduction  in his  availability  to PC does not  adversely
affect IntegraMed revenues under the Management Agreement, but that there are no
assurances  of such a  transition's  success.  Corley may request  IntegraMed to
waive or reduce his repayment obligation by submitting a written transition plan
to IntegraMed for its consideration.  Corley shall submit such a transition plan
as soon as  possible  if he plans to reduce  his  availability  to PC, but in no
event  less than six months  before the  reduction  in his  availability.  It is
expected that such a plan shall be modified as the result of  discussions  among



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Corley, PC, and IntegraMed, that
IntegraMed's acceptance of the plan shall be in accordance with the Management
Agreement,  and  that  its  agreement  to waive  or  reduce  Corley's  repayment
obligation shall be mostly, if not wholly,  contingent upon the economic results
of the  implementation  of the plan and shall be secured by sums owed  Corley by
PC. Approval of the request shall be discretionary for IntegraMed, but shall not
be unreasonably withheld.

                  3.3  Corley  may  assign  all  or a  portion  of  his  payment
obligations under this Section to a new or an existing shareholder of PC who has
executed the agreements  with PC and IntegraMed  contemplated by this Agreement,
subject  to  IntegraMed's  written  consent,  which  shall  not be  unreasonably
withheld.  Such  assignment  shall be reflected  in the Personal  Responsibility
Agreement  signed  by the  new  shareholder  of PC and in an  amendment  to this
Agreement.

         4. PC's  Compliance  with the  Management  Agreement.  Corley agrees to
exert his best efforts to cause PC to fulfill each of its obligations  under the
Management Agreement.

         5.       Physician-Shareholder Employment Agreement.

                  5.1 PC agrees to exert its best  efforts  to: (i) comply  with
the terms of the Employment Agreement which, if PC does not comply, would excuse
Corley from  complying  with his covenant not to compete with PC, his assignment
of all  Professional  Revenues to PC and other terms  confirming  that  Corley's
commitment to  practicing  medicine  solely  through PC for a period of not less
than five (5) years (the "Exclusive  Practice  Covenants") and thereafter not to
terminate his employment  without cause on less than 180 days written notice and
(ii) enforce the Exclusive  Practice  Covenants,  and Corley agrees to exert his
best efforts to cause PC to comply with each of the aforementioned obligations.

                  5.2  PC  and  Corley  further  agree  that   IntegraMed  is  a
third-party  beneficiary  of the Exclusive  Practice  Covenants  with respect to
Corley and that the Exclusive  Practice  Covenants  set forth in the  Employment
Agreement,  in the form that is then most recently  approved by IntegraMed,  are
hereby  incorporated  in this  Agreement  by  reference  and may be  enforced by
IntegraMed  or PC. PC and  Corley  further  agree  that the  Exclusive  Practice
Covenants and any other terms of the Employment  Agreement may not be amended or
modified  in a way which may  adversely  affect  the  interests  of  IntegraMed,
including without  limitation,  rights under the Management  Agreement,  without
thirty (30) days prior written notice to IntegraMed  and the written  consent of
IntegraMed,  which consent shall not be unreasonably withheld.  Moreover, Corley
acknowledges  that PC and/or  IntegraMed  are  entitled  to damages in the event
Corley breaches the Exclusive Practice Covenants.

         6. Scope of Covenant Not to Compete. Corley and PC agree that the scope
and term of Corley's  covenant not to compete,  insofar as it is for the benefit
of IntegraMed, shall be as follows:

                  6.1  The   term  of  the   covenant   not  to   compete   (the
"Non-Competition  Period")  shall be for a  period  of one (1)  year  after  the
termination  of  Physician's  employment  in the event such  termination  occurs
during the initial term of the Employment Agreement. The Non-Competition


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Period shall not apply to any termination that occurs after the first 3 years of
employment.

                  6.2 The  geographic  scope of the  covenant  not to compete is
twenty-five (25) miles from any offices  ("Non-Compete  Area")  maintained by PC
for the rendition of professional  or other medical  services to patients during
the last 12 months of Corley's employment by PC.

                  6.3 During the Non-Competition  Period,  Corley agrees that he
shall not advertise or market  Infertility  Services,  engage in the practice of
medicine in which he  provides  Infertility  Services,  be an agent of, act as a
consultant for, allow his name to be used by, or have a proprietary interest in,
any Medical Practice providing Infertility Services within the Non-Compete Area.

                  6.4 For purposes of this Section,  the  following  definitions
shall apply:

                           6.4.1 The term "Medical  Practice"  shall include any
         form of  organization  in which  Infertility  Services  are provided to
         patients of the Medical Practice or of other physicians,  including but
         not limited to a sole proprietorship,  a partnership, an association, a
         professional  corporation,   a  business  corporation,   or  a  limited
         liability  partnership  or  corporation,  a  laboratory,  an outpatient
         clinic, a practice management company or medical services  organization
         (or  MSO).  However,  ownership  of  less  than  5% of the  outstanding
         securities  of any  class  of a  medical  management  or  managed  care
         organization  traded on a national  securities  exchange  or the NASDAQ
         National  Market  System will not be deemed to be  engaging,  solely by
         reason thereof, in the same business.

                           6.4.2 The term "Infertility  Services" shall have the
         same  meaning as  setforth  in the  Management  Agreement,  except that
         Corley shall not be prohibited  from  providing  obstetrics and general
         gynecological services.

                  6.5  Separability.  If  the  final  judgment  of  a  court  of
competent  jurisdiction  declares  that any term or provision of this Section is
invalid  or  unenforceable,   each  Party  agrees  that  the  court  making  the
determination  of invalidity or  unenforceability  will have the power to reduce
the scope,  duration or area of the term or provision,  to delete specific words
or phrases,  or to replace any invalid or unenforceable term or provision with a
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision,  and this Agreement
will be enforceable as so modified after the expiration of time within which the
judgment may be appealed.

                  6.6 Clarification of Scope of Non-Competition  Covenant.  This
Agreement is not intended to prohibit the personal  performance  of medical care
by Corley on behalf of PC,  provided  those services are for patients of PC, nor
prohibit  Corley from  fulfilling his contract with PC, nor prohibit Corley from
holding  any  position on the  medical  staff of any acute care  hospital or the
teaching staff of any university.




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                  6.7   Acknowledgments.   PC,   IntegraMed   and  Corley   each
acknowledges that: (i) the terms set forth in this Section are necessary for the
reasonable  and proper  protection of the interests of PC and  IntegraMed;  (ii)
each and every  covenant  and  restriction  is  reasonable  with respect to such
matter,  length of time and geographical  area;  (iii) this Agreement,  and this
Section in particular,  shall be enforceable  notwithstanding  any dispute as to
the sums and timing of payments to Corley or other disputes under this Agreement
or the Employment Agreement; and (iv) the PC and IntegraMed have been induced to
enter into this Agreement and their other respective  agreements with Corley, in
part, due to the  representation by Corley that he will abide by and be bound by
the aforesaid covenants and restraints.

         7.  Commitment  to  Pay  Management  Fees.  Corley  has  agreed  in the
Employment  Agreement  not to  compete  with PC during the  initial  term of his
employment  by PC and for at least  one (1) year  thereafter  should  employment
terminate at or before the fifth anniversary of employment,  and recognizes that
in the event that he should compete with PC,  IntegraMed would suffer damages in
addition to the loss of Corley's unique  services.  Corley therefore agrees that
during the  initial  term of his  Employment  Agreement  with PC, and during the
Non-Competition Period thereafter,  he shall be obligated,  with respect to each
month in which he renders  services which earn Physician and Other  Professional
Revenues, as defined in the Management  Agreement,  that are not assigned to and
collected  by PC, or offers  services  or  assists  other  persons  in  offering
services  in the Service  Area which are  similar to any of those  offered by PC
while he was  still a  director,  officer  or  shareholder  of PC or  active  in
providing  services  on behalf of PC, he shall owe  IntegraMed  management  fees
equal to one-twelfth of:

                  7.1  the  Cost  of  Services  as  defined  in  the  Management
         Agreement,  which are incurred in the twelve months preceding the first
         month  in  which  IntegraMed,   in  the  reasonable   exercise  of  its
         discretion, concludes that Corley was engaging in such competitive acts
         so  as  to   materially   adversely   affect   PC's   operations   (the
         "Pre-Competition Period").

                  7.2 the Base Management Fee which IntegraMed earned during the
         Pre- Competition Period.

                  7.3 any other fees earned by IntegraMed  under the  Management
         Agreement during the Pre-Competition Period.

                  7.4 any Advances or other payments owed by PC to IntegraMed at
         the end of the Pre-Competition Period.

         These   fees  shall  be  payable   notwithstanding   the   dissolution,
insolvency,  receivership  or bankruptcy of PC and any breach of PC's  contracts
with  Corley  occasioned  by  such  dissolution,   insolvency,  receivership  or
bankruptcy.

         8.  Force  Majeure.  No party  shall be liable  to the other  party 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


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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.

         9. Equitable Relief. Without limiting other possible remedies available
to a non-  breaching  party for the breach of the  covenants  contained  herein,
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.

         10.  Confidential  Information.   Corley  acknowledges  and  agrees  to
maintain the  confidentiality  of IntegraMed and PC Confidential  Information as
defined in the  Management  Agreement and in any agreements he may have with PC,
and that any notice to IntegraMed that documents or other  information,  however
maintained, is Confidential  Information,  shall be deemed, for purposes of this
Agreement, to be notice to him that it is Confidential Information.

         11. Prior  Agreements;  Amendments.  This Agreement,  together with the
Management Agreement and the other agreements referenced herein,  supersedes all
prior agreements and understandings between the parties as to the subject matter
covered hereunder,  and this Agreement may not be amended,  altered,  changed or
terminated orally. No amendment,  alteration,  change or attempted waiver of any
of the  provisions  hereof shall be binding  without the written  consent of the
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.  Assignment;  Binding  Effect.  This  Agreement  and the rights and
obligations  hereunder may not be assigned  without the prior written consent 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
subsidiary  or  affiliate  of  IntegraMed  without  the  consent of Corley.  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.

         13. 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.

         14. Governing Law. This Agreement shall be governed by and construed in
accordance  with  the  laws  of the  State  of New  York to the  fullest  extent
permitted by law,  without  regard to the  application of conflict of law rules.
Any and all claims,  disputes,  or  controversies  arising under,  out of, or in
connection  with this  Agreement or any breach  thereof,  shall be determined by
binding  arbitration in the State of New York,  Westchester County  (hereinafter
"Arbitration").  The party seeking determination shall subject any such dispute,
claim  or  controversy  to  either  (I)  JAMS/Endispute  or  (ii)  the  American



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Arbitration Association, and the rules of commercial arbitration of the selected
entity shall govern,  except with regard to actions for injunctive  relief.  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 without limitation,
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 either in the Courts of the State of Maryland or the
United States District Court for the District of New York, to whose jurisdiction
for such purposes the parties hereby irrevocably consent and submit.

         15. Severability.  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.

         16. Headings; Capitalized Terms. 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.  The term
"Infertility  Services" and any other  capitalized  term which is not defined in
this  Agreement  shall  have  the  same  definition  it has  in  the  Management
Agreement.

         17. 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:

         If for IntegraMed at:

                  Gerardo Canet, President
                  IntegraMed America, Inc.
                  One Manhattanville Road
                  Purchase, New York 10577-2100


         With a copy to:

                  Claude E. White, General Counsel
                  IntegraMed America, Inc.
                  One Manhattanville Road
                  Purchase, New York 105277-2100

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         If for Corley at:

                  David R. Corley, MD
                  14822 West 71st Terrace
                  Shawnee, Kansas 66216

         If for PC at:

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


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

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


DAVID R. CORLEY, M.D.

/s/ David R. Corley
--------------------------------------
    David R. Corley, M.D.


INTEGRAMED AMERICA, INC.



By:  /s/Donald S. Wood, Ph.D.
     ---------------------------------------------
     Donald S. Wood, Ph.D., Sr. Vice President and
     Chief Operating Officer


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



By: /s/David R. Corley, M.D.
    -----------------------------------------------
    David R. Corley, M.D., President



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