EXHIBIT 4.14


                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement is made and entered into as
of July 30, 2002 (this "Agreement"), by and between IntegraMed America, Inc., a
Delaware corporation (the "Company"), and the entities listed on Exhibit A
hereto (each, a "Purchaser" and, collectively, the "Purchasers").

                  WHEREAS, upon the terms and subject to the conditions of the
Securities Purchase Agreement, dated as of the date hereof (the "Purchase
Agreement"), the Company has agreed to issue and sell shares of its Common Stock
and Warrants to purchase shares of its Common Stock to the Purchasers; and

                  WHEREAS, to induce the Purchasers to execute and deliver the
Purchase Agreement and to purchase the Shares and the Warrants (each as
respectively defined in the Purchase Agreement), the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares and the Warrant Shares (as
defined in the Purchase Agreement).

                  NOW, THEREFORE, in consideration of the representations,
warranties and agreements contained herein and other good and valuable
consideration, the receipt and legal adequacy of which is hereby acknowledged by
the parties, the Company and the Purchasers hereby agree as follows:

        1.        Definitions.
                  -----------

                  Capitalized terms used and not otherwise defined herein shall
have the meanings given such terms in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:

                  "Affiliate" means, with respect to any Person, any other
Person that directly or indirectly controls or is controlled by or under common
control with such Person or any officer or director of such other Person. For
the purposes of this definition, "control," when used with respect to any
Person, means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "affiliated," "controlling" and "controlled" have meanings correlative to
the foregoing.

                  "Blackout Period" shall have the meaning set forth in Section
3(m).

                  "Board" shall have the meaning set forth in Section 3(m).

                  "Business Day" means any day except Saturday, Sunday and any
day which is a legal holiday or a day on which banking institutions in the state
of New York generally are authorized or required by law or other government
actions to close.

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<PAGE>

                  "Commission" means the Securities and Exchange Commission.

                  "Common Shares" shall have the meaning set forth in the
definition of "Registrable Securities."

                  "Common Stock" means the Company's Common Stock, $.01 par
value.

                  "Effectiveness Date" means with respect to the Registration
Statement the earlier of (x) the 90th day following the Closing Date, before
which the Company will use its best efforts to cause the Registration Statement
to become effective and (y) the date which is within five (5) Business Days
after the date on which the Commission informs the Company that the Commission
(i) will not review the Registration Statement or (ii) that the Company may
request the acceleration of the effectiveness of the Registration Statement.

                  "Effectiveness Period" shall have the meaning set forth in
Section 2.

                  "Event" shall have the meaning set forth in Section 8(d).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Filing Date" means the date that the Registration Statement
is required to be filed, which date shall be within thirty days following the
Closing Date.

                  "Holder" means collectively, each holder from time to time of
Registrable Securities including, without limitation, each Purchaser and its
assignees. To the extent this Agreement refers to an election, consent, waiver,
request or approval of or by a Holder, such reference shall mean an election,
consent, waiver, request or approval by the Holders of a majority in interest of
the then-outstanding Registrable Securities.

                  "Indemnified Party" shall have the meaning set forth in
Section 6(c).

                  "Indemnifying Party" shall have the meaning set forth in
Section 6(c).

                  "Liquidated Damages" shall have the meaning set forth in
Section 8(d).

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "NMS" shall mean the Nasdaq National Market.

                  "Person" means an individual or a corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

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<PAGE>

                  "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.

                  "Registrable Securities" means the shares of Common Stock
issued and issuable pursuant to the Purchase Agreement and the Warrants, as the
case may be, and upon any stock split, stock dividend, distribution,
recapitalization or similar event with respect to such shares of Common Stock
and any other securities issued in exchange of or replacement of such shares of
Common Stock (collectively, the "Common Shares"); until in the case of any of
the Common Shares (i) a Registration Statement covering such Common Share has
been declared effective by the SEC and continues to be effective during the
Effectiveness Period; or (ii) such Common Share is sold in compliance with Rule
144 or may be sold pursuant to Rule 144(k), and, as a result of the event or
circumstances described in clauses (i) or (ii) above, the legends with respect
to transfer restrictions required under the Purchase Agreement are removed or
removable in accordance with the terms of the Purchase Agreement, after which
time such Common Share shall not be a Registrable Security.

                  "Registration Statement" means any registration statement of
the Company which covers the sale of any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference in such registration statement.

                  "Rule 144" means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Rule 158" means Rule 158 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Rule 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Special Counsel" means the special counsel specified by the
Holders, in writing, holding at least a majority of the Registrable Securities.

                                      -3-
<PAGE>

         2.        Registration.  On or prior  to the  Filing  Date the  Company
shall prepare and file with the Commission a Registration Statement covering the
resale of the  Registered  Securities for an offering to be made on a continuous
basis  pursuant to Rule 415.  The  Registration  Statement  shall be on Form S-3
(except  if the  Company  is not  then  eligible  to  register  for  resale  the
Registrable  Securities on Form S-3, in which case such registration shall be on
another  appropriate  form in accordance  with the  Securities Act and the rules
promulgated  thereunder) and shall contain (except if otherwise  directed by the
Purchaser) the "Plan of Distribution"  attached hereto as Exhibit B. The Company
shall (i) not permit any securities other than the Registrable  Securities to be
included in the Registration  Statement,  other than the securities described in
Schedule 1 hereto, (ii) use its best efforts to cause the Registration Statement
to be declared  effective  under the Securities  Act (including  filing with the
Commission a request for  acceleration of  effectiveness in accordance with Rule
461  promulgated  under the  Securities Act within five (5) Business Days of the
date that the Company is notified  (orally or in writing,  whichever is earlier)
by the Commission  that a Registration  Statement will not be "reviewed," or not
be subject to further review) as soon as possible after the filing thereof,  but
in any event  prior to the  Effectiveness  Date,  and to keep such  Registration
Statement  continuously effective under the Securities Act until such date as is
the  earlier  of (x) the date when all  Registrable  Securities  covered by such
Registration  Statement have been sold or (y) the date on which all  Registrable
Securities  may be sold within any  three-month  period  pursuant to Rule 144 as
determined by the counsel to the Company (the "Effectiveness  Period").  Subject
to  Section  3(m),  if the  initial  Registration  Statement  or any  subsequent
Registration  Statement ceases to be effective for any reason as a result of the
issuance of a stop order by the Commission at any time during the  Effectiveness
Period,  the Company shall use its best efforts to obtain the prompt  withdrawal
of any order suspending the effectiveness thereof, and in any event shall within
30 days of such cessation of effectiveness amend such Registration  Statement in
a manner  reasonably  expected to obtain the withdrawal of the order  suspending
the effectiveness thereof, or file an additional Registration Statement covering
all of the Registrable Securities.  If such an additional Registration Statement
is filed,  the  Company  shall use its best  efforts  to cause  such  additional
Registration  Statement to be declared  effective as soon as  practicable  after
such  filing and to keep such  additional  Registration  Statement  continuously
effective until the end of the Effectiveness Period.

        3.        Registration Procedures; Company's Obligations.
                  ----------------------------------------------

                  In connection with the registration of the Registrable
Securities, the Company shall:

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<PAGE>

                   (a) Prepare and file with the  Commission  on or prior to the
Filing Date, a Registration Statement on Form S-3 (or if the Company is not then
eligible  to register  for resale the  Registrable  Securities  on Form S-3 such
registration  shall  be on  another  appropriate  form in  accordance  with  the
Securities  Act and the Rules  promulgated  thereunder)  in accordance  with the
method or methods of distribution  thereof as specified by the Holder (except if
otherwise  directed  by the  Holder),  and use its best  efforts  to  cause  the
Registration  Statement  to become  effective  and remain  effective as provided
herein;  provided,  however, that not less than three (3) Business Days prior to
the  filing of the  Registration  Statement  or any  related  Prospectus  or any
amendment or supplement thereto, the Company shall (i) furnish to the Holder and
any Special Counsel,  copies of all such documents  proposed to be filed,  which
documents will be subject to the timely review of such Special Counsel, and (ii)
at the  reasonable  request  of the Holder  cause its  officers  and  directors,
counsel  and  independent  certified  public  accountants  to  respond  to  such
inquiries as shall be necessary,  in the  reasonable  opinion of counsel to such
Holder,  to  conduct  a  reasonable  investigation  within  the  meaning  of the
Securities  Act. The Company  shall not file the  Registration  Statement or any
such Prospectus or any amendments or supplements  thereto to which the Holder or
any Special Counsel shall reasonably object in writing within three (3) Business
Days of their receipt thereof except to the extent required by law.

                   (b) (i) Prepare and file with the Commission such amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities  for the  Effectiveness  Period  in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act;  (iii)  respond  promptly  to any  comments  received  from the
Commission with respect to the Registration  Statement or any amendment  thereto
and (iv) comply in all material  respects with the  provisions of the Securities
Act and the  Exchange  Act with respect to the  disposition  of all  Registrable
Securities covered by the Registration Statement during the Effectiveness Period
in accordance  with the intended  methods of disposition by the Holders  thereof
set forth in the  Registration  Statement as so amended or in such Prospectus as
so supplemented.  Subject to Section 3(m), the Company shall ensure that (i) any
Registration  Statement and any amendment  thereto and any Prospectus  forming a
part thereof and any  amendment or supplement  thereto  complies in all material
respects with the Securities Act and the rules and regulations thereunder,  (ii)
any Registration  Statement and any amendment  thereto does not, when it becomes
effective,  contain an untrue  statement  of a material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading and (iii) any Prospectus forming part of any Registration  Statement,
and any amendment or supplement to such  Prospectus,  does not include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements  therein,  in the light of the circumstances  under which
they were made, not misleading.


                                      -5-
<PAGE>

                   (c) Notify the Holder of  Registrable  Securities  to be sold
and any Special  Counsel  promptly  (and, in the case of (i)(A) below,  not less
than three (3) Business  Days prior to such filing and, in the case of (i)(B) or
(i)(C) below,  no later than the first (1st)  business day following the date on
which the  Registration  Statement  becomes  effective) and (if requested by any
such  Person)  confirm  such notice in writing no later than three (3)  Business
Days following the day (i)(A) when a Prospectus or any Prospectus  supplement or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and (C) with respect to the Registration  Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event that makes any statement made in the Registration  Statement or Prospectus
or any document  incorporated or deemed to be incorporated  therein by reference
untrue  in  any  material   respect  or  that  requires  any  revisions  to  the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

                   (d) Use its reasonable best efforts to avoid the issuance of,
or,  if  issued,  obtain  the  withdrawal  of,  (i)  any  order  suspending  the
effectiveness  of the  Registration  Statement  or (ii)  any  suspension  of the
qualification  (or  exemption  from  qualification)  of any  of the  Registrable
Securities  for  sale in any  U.S.  jurisdiction,  at the  earliest  practicable
moment;  provided  that the  Company  shall not be  required  to  qualify  to do
business in any state where it is not then  qualified  to take action that would
subject it to tax or to general service of process.

                                      -6-
<PAGE>

                   (e) If requested by the Holder, (i) promptly incorporate in a
Prospectus supplement or post-effective  amendment to the Registration Statement
such  information  as the  Holder and the  Company  reasonably  agree  should be
included  therein  and  (ii)  make  all  required  filings  of  such  Prospectus
supplement or such  post-effective  amendment as soon as  practicable  after the
Company has  received  notification  of the matters to be  incorporated  in such
Prospectus supplement or post-effective amendment.

                   (f) At the request of any  Holder,  furnish to the Holder and
any  Special  Counsel,  without  charge,  at least  one  conformed  copy of each
Registration   Statement  and  each  amendment  thereto,   including   financial
statements  and  schedules,  and all  exhibits to the extent  requested  by such
Person  (including  those  previously  furnished or  incorporated  by reference)
promptly after the filing of such documents with the Commission.

                   (g) Promptly  deliver to the Holder and any Special  Counsel,
without charge, as many copies of the Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment or supplement  thereto by the selling  Holder in
connection with the offering and sale of the Registrable  Securities  covered by
such Prospectus or any amendment or supplement thereto.

                   (h) Prior to any public  offering of Registrable  Securities,
use its best  efforts  to  register  or qualify or  cooperate  with the  selling
Holders  and  any  Special  Counsel  in  connection  with  the  registration  or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as the Holder reasonably requests
in  writing,  to keep each such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so subject or subject  the Company to any tax
in any such jurisdiction where it is not then so subject.


                                      -7-
<PAGE>

                   (i)  Cooperate  with the  Holder  to  facilitate  the  timely
preparation and delivery of certificates  representing Registrable Securities to
be sold  pursuant to a  Registration  Statement  and to enable such  Registrable
Securities  to be in such  denominations  and  registered  in such  names as the
Holder  may  request  at  least  two (2)  Business  Days  prior  to any  sale of
Registrable  Securities in a form eligible for deposit with The Depository Trust
Company and not later than the effectiveness date of any Registration  Statement
hereunder,  provide a CUSIP  number for the  Registrable  Securities  registered
under such Registration Statement.

                   (j) Subject to 3(m) below,  upon the  occurrence of any event
contemplated  by Section  3(c)(v),  promptly  prepare a supplement or amendment,
including  a  post-effective  amendment,  to  the  Registration  Statement  or a
supplement to the related  Prospectus or any document  incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that,  as  thereafter  delivered,  neither the  Registration  Statement nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

                   (k) Use its best efforts to cause all Registrable  Securities
relating  to a  Registration  Statement  to be  listed  on the NMS and any other
securities  exchange,  quotation  system,  market or  over-the-counter  bulletin
board,  if any, on which the same class of securities  issued by the Company are
then listed.

                   (l) Comply in all material respects with all applicable rules
and  regulations of the Commission and make generally  available to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than forty-five (45) days after the end of
any twelve  (12) month  period (or ninety  (90) days after the end of any twelve
(12) month period if such period is a fiscal year)  commencing  on the first day
of the first  fiscal  quarter of the  Company  after the  effective  date of the
Registration  Statement,  which statement  shall conform to the  requirements of
Rule 158.

                   (m) If (i) there is material non-public information regarding
the Company which the  Company's  Board of Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer,  financing or other similar  transaction)
available to the Company which the Board reasonably  determines not to be in the
Company's  best  interest to disclose and which the Company would be required to
disclose  under  the  Registration  Statement,  then  the  Company  may  suspend
effectiveness  of a  registration  statement and suspend the sale of Registrable
Securities under a Registration  Statement one (1) time every four (4) months or
three (3) times in any twelve month  period,  provided  that the Company may not
suspend its obligation for more than forty five (45) days for any one suspension
period,  and not more than ninety (90) days in the aggregate in any twelve month
period (each, a "Blackout Period").

                                      -8-
<PAGE>

                   (n)  Within  two (2)  Business  Days  after the  Registration
Statement which includes the Registrable  Securities is ordered effective by the
Commission,  the Company  shall  deliver,  and shall cause legal counsel for the
Company to deliver, to the transfer agent for such Registrable  Securities (with
copies  to  the  Holder  whose  Registrable  Securities  are  included  in  such
Registration  Statement)  confirmation that the Registration  Statement has been
declared effective by the Commission in the form attached hereto as Exhibit C.

                   (o)  Cooperate  and assist in any filing  required to be made
with the National Association of Securities Dealers, Inc.

        4.        Registration Procedures; Holder's Obligations

                  In connection with the registration of the Registrable
Securities, the Holder shall:

                   (a) If the  Registration  Statement  refers to the  Holder by
name or otherwise as the holder of any securities of the Company, have the right
to require (if such reference to the Holder by name or otherwise is not required
by the Securities Act or any similar federal statute then in force) the deletion
of  the  reference  to  the  Holder  in  any  amendment  or  supplement  to  the
Registration  Statement  filed or  prepared  subsequent  to the time  that  such
reference ceases to be required.

                   (b)  (i)  not  sell  any  Registrable  Securities  under  the
Registration  Statement  until it has received  copies of the Prospectus as then
amended or  supplemented  as  contemplated  in Section  3(g) and notice from the
Company  that such  Registration  Statement  and any  post-effective  amendments
thereto have become  effective as contemplated by Section 3(c), (ii) comply with
the prospectus  delivery  requirements of the Securities Act as applicable to it
in connection with sales of Registrable  Securities pursuant to the Registration
Statement,  (iii) furnish to the Company  information  regarding such Holder and
the  distribution  of such  Registrable  Securities  as is required by law to be
disclosed in the Registration  Statement and (iv) notify the Company of any sale
of  Registrable  Securities  pursuant  to the  Registration  Statement,  and the
Company may exclude from such  registration  the  Registrable  Securities of the
Holder if it fails to furnish such information within a reasonable time prior to
the  filing  of each  Registration  Statement,  supplemented  Prospectus  and/or
amended Registration Statement.

                   (c)  upon  receipt  of a  notice  from  the  Company  of  the
occurrence of any event of the kind  described in Section  3(c)(ii),  3(c)(iii),
3(c)(iv), 3(c)(v) or 3(m), forthwith discontinue disposition of such Registrable
Securities  under the  Registration  Statement until the Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section  3(j), or until it is advised in writing by the Company
that the use of the applicable  Prospectus may be resumed,  and, in either case,
has  received  copies  of  any  additional  or  supplemental  filings  that  are
incorporated  or deemed to be  incorporated  by reference in such  Prospectus or
Registration Statement.

                                      -9-
<PAGE>

        5.        Registration Expenses

                  All reasonable fees and expenses incident to the performance
of or compliance with this Agreement by the Company shall be borne by the
Company whether or not any of the Registration Statements are filed or become
effective and whether or not any Registrable Securities are sold pursuant to
such Registration Statements. The fees and expenses referred to in the foregoing
sentence shall include, without limitation the following: (i) all registration
and filing fees (including, without limitation, fees and expenses (A) with
respect to filings required to be made with the NMS and each other securities
exchange or market on which Registrable Securities are required hereunder to be
listed and the National Association of Securities Dealers, Inc., (B) with
respect to filings required to be made with the Commission, and (C) in
compliance with state securities or Blue Sky laws), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses), (iii) fees and
disbursements of counsel for the Company and (iv) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement, including, without limitation, the
Company's independent public accountants (including the expenses of any comfort
letters or costs associated with the delivery by independent public accountants
of a comfort letter or comfort letters). In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder and the fees and
expenses of any Person, including special experts, retained by the Company.

        6.        Indemnification

(a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless the Purchaser, its
permitted assignees, officers, directors, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees, each Person who controls any such Purchaser or permitted assignee
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, agents and employees of each such
controlling Person, and the respective successors, assigns, estate and personal
representatives of each of the foregoing, to the fullest extent permitted by
applicable law, from and against any and all claims, losses, damages,
liabilities, penalties, judgments, costs (including, without limitation, costs
of investigation) and expenses (including, without limitation, reasonable
attorneys' fees and expenses) (collectively, "Losses"), arising out of or
relating to (i) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus, as supplemented or
amended, if applicable, or (ii) any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or form of prospectus or supplement thereto, in
the light of the circumstances under which they were made) not misleading,
except (A) to the extent, but only to the extent, that such untrue statements or
omissions are based solely upon information regarding the Holder furnished in
writing to the Company by the Holder expressly for use therein, or (B) as a
result of the failure of the Holder to deliver a Prospectus, as amended or
supplemented, to a purchaser in connection with an offer or sale. The Company
shall notify the Holder promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of an Indemnified
Party (as defined in Section 6(c) hereof) and shall survive the transfer of the
Registrable Securities by the Holder.


                                      -10-
<PAGE>

                   (b) Indemnification by Purchaser. Purchaser and its permitted
assignees  shall,  severally  and not jointly,  indemnify  and hold harmless the
Company, its directors, officers, agents and employees, each Person who controls
the Company  (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange  Act), and the  directors,  officers,  agents or employees of
such controlling Persons,  and the respective  successors,  assigns,  estate and
personal  representatives  of  each  of the  foregoing,  to the  fullest  extent
permitted by applicable  law, from and against all Losses,  as incurred,  to the
extent  and only to the extent  arising  out of or to the extent and only to the
extent  relating to any untrue or alleged  untrue  statement of a material  fact
contained in any  Registration  Statement,  any  Prospectus,  as supplemented or
amended,  if applicable,  or to the extent and only to the extent arising out of
or to the extent  and only to the extent  relating  to any  omission  or alleged
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  to the extent,  but only to the extent,  that such untrue
statement  or alleged  untrue  statement  or  omission  or alleged  omission  is
contained  in or omitted  from any  information  so  furnished in writing by the
Holder or the Special Counsel to the Company  specifically for inclusion in such
Registration  Statement  or  such  Prospectus  and  that  such  information  was
reasonably  relied upon by the Company for use in such  Registration  Statement,
such Prospectus or such form of prospectus;  provided,  however, that the Holder
shall not be liable for any such untrue or alleged untrue  statement or omission
or alleged  omission of which the Holder has delivered to the Company in writing
a correction  sufficiently in advance of the occurrence of the transaction  from
which  such  Loss was  incurred  so that a  correction  could  have  been  made.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable  under this  Section 6(b) for only that amount as does not exceed the net
proceeds  to the  Holder  as a  result  of the  sale of  Registrable  Securities
pursuant to such Registration Statement.

                   (c) Conduct of Indemnification Proceedings. If any Proceeding
shall be brought or asserted  against any Person entitled to indemnity  pursuant
to Section 6(a) or 6(b) hereunder (an  "Indemnified  Party"),  such  Indemnified
Party  promptly  shall  notify the Person  from whom  indemnity  is sought  (the
"Indemnifying  Party) in writing,  and the  Indemnifying  Party shall assume the
defense thereof,  including the employment of counsel reasonably satisfactory to
the  Indemnified  Party and the  payment of all fees and  expenses  incurred  in
connection with defense thereof;  provided,  that the failure of any Indemnified
Party to give  such  notice  shall not  relieve  the  Indemnifying  Party of its
obligations or liabilities pursuant to this Agreement,  except (and only) to the
extent that it shall be finally determined by a court of competent  jurisdiction
(which  determination  is not  subject  to appeal or further  review)  that such
failure shall have materially and adversely prejudiced the Indemnifying Party.


                                      -11-
<PAGE>

                  An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel reasonably acceptable to
the Indemnifying Party that a conflict of interest is likely to exist if the
same counsel were to represent such Indemnified Party and the Indemnifying Party
(in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the Indemnifying
Party, provided that the Indemnifying Party shall not be liable for more than
one separate counsel. The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, which consent shall not unreasonably be withheld, effect any settlement
of any pending Proceeding in respect of which any Indemnified Party is a party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability on claims that are the subject matter of such
Proceeding.

                  All reasonable fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within twenty (20) Business Days of written notice thereof
(accompanied by evidence of such expense as shall be reasonably requested by the
Company) to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder or pursuant to applicable law).


                                      -12-
<PAGE>

                   (d)  Contribution.  If  a  claim  for  indemnification  under
Section 6(a) or 6(b) is unavailable to an Indemnified Party because of a failure
or refusal  of a  governmental  authority  to enforce  such  indemnification  in
accordance  with its terms (by reason of public policy or otherwise),  then each
Indemnifying  Party,  in lieu of  indemnifying  such  Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Losses,  in such  proportion as is  appropriate  to reflect the relative
fault of the  Indemnifying  Party and  Indemnified  Party in connection with the
actions,  statements  or omissions  that  resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and  Indemnified  Party shall be  determined  by reference to, among other
things,  whether any action in question,  including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been  taken  or made  by,  or  relates  to  information  supplied  by,  such
Indemnifying  Party or  Indemnified  Party,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include,  subject to the  limitations set forth
in Section 6(c), any reasonable  attorneys' or other reasonable fees or expenses
incurred  by such party in  connection  with any  Proceeding  to the extent such
party   would  have  been   indemnified   for  such  fees  or  expenses  if  the
indemnification provided for in under Section 6(a) or 6(b) was available to such
party in  accordance  with its terms.  Notwithstanding  anything to the contrary
contained  herein,  the Holder shall be liable or required to  contribute  under
this  Section  6(d) for only that amount as does not exceed the net  proceeds to
the  Holder  as a result of the sale of  Registrable  Securities  pursuant  to a
Registration Statement.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                  The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.

        7.        Rule 144.
                  --------

                  As long as the Holder owns Registrable Securities, the Company
covenants to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act. As long as the Holder owns Registrable Securities, if the Company is not
required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act,
it will prepare and furnish to the Holders and make publicly available in
accordance with Rule 144(c) promulgated under the Securities Act annual and
quarterly financial statements, together with a discussion and analysis of such
financial statements in form and substance substantially similar to those that
would otherwise be required to be included in reports required by Section 13(a)
or 15(d) of the Exchange Act, as well as any other information required thereby,
in the time period that such filings would have been required to have been made
under the Exchange Act. The Company further covenants that it will take such
further action as the Holder may reasonably request, all to the extent required
from time to time to enable the Holder to sell Common Shares without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144, including providing any legal opinions of counsel to the
Company referred to in the Purchase Agreement. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly
authorized officer as to whether it has complied with such requirements.


                                      -13-
<PAGE>

        8.        Miscellaneous.
                  -------------

                   (a) Remedies. The remedies provided in this Agreement and the
Purchase  Agreement are cumulative and not exclusive of any remedies provided by
law. In the event of a breach by the  Company or by the Holder,  of any of their
obligations under this Agreement, the Holder or the Company, as the case may be,
in addition to being  entitled to exercise  all rights  granted by law and under
this  Agreement,  including  recovery of  damages,  will be entitled to specific
performance  of its rights  under this  Agreement.  Each of the  Company and the
Holder agrees that monetary damages would not provide adequate  compensation for
any  losses  incurred  by  reason  of a breach  by  either of them of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

                   (b) No Inconsistent  Agreements.  Neither the Company nor any
of its  subsidiaries  has, as of the date hereof  entered into and  currently in
effect, nor shall the Company or any of its Affiliates,  on or after the date of
this Agreement,  enter into any agreement with respect to its securities that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise conflicts with the provisions hereof.  Without limiting the generality
of the foregoing,  without the written consent of the Holder,  the Company shall
not grant to any  Person  the right to  request  the  Company  to  register  any
securities of the Company under the  Securities Act if the rights so granted are
inconsistent  with the rights granted to Holders set forth herein,  or otherwise
prevent the Company with complying with all of its obligations hereunder.

                   (c) No  Piggyback on  Registrations.  Neither the Company nor
any of its security  holders  (other than the Holders in such capacity  pursuant
hereto) may include securities of the Company in any Registration Statement.

                   (d) Failure to File Registration  Statement and Other Events.
The Company and the Holders  agree that the Holders  will suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness  Period or
if certain other events occur. The Company and the Holders further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (i) the Registration  Statement is not filed on or prior to the
Filing Date, or is not declared  effective by the  Commission on or prior to the
Effectiveness Date (or in the event an additional  Registration Statement is not
filed and declared effective within the time periods set forth in Section 2), or
(ii) the Company fails to file with the Commission a request for acceleration in
accordance  with Rule 461  promulgated  under the Securities Act within five (5)
Business  Days of the date that the Company is  notified  (orally or in writing,
whichever is earlier) by the Commission  that a Registration  Statement will not
be  "reviewed,"  or not  subject to further  review,  or (iii) the  Registration
Statement is filed with and declared  effective by the Commission but thereafter
ceases to be effective as to all  Registrable  Securities at any time during the
Effectiveness  Period,  without  being  succeeded  within  ninety (90) days by a
subsequent  Registration  Statement  (or  post-effective  amendment  to the same
Registration Statement) filed with and declared effective by the Commission,  or
(iv)  during the  Effectiveness  Period,  trading in the Common  Stock  shall be
suspended  for any reason for more than three (3) Business Days in the aggregate
(other  than a  suspension  in trading on NMS or such other  exchange or trading



                                      -14-
<PAGE>

system on which the Common  Stock is then listed or quoted) (any such failure or
breach being  referred to as an "Event"),  the Company  shall pay as  liquidated
damages for such failure and not as a penalty (the "Liquidated  Damages") to the
Holder an amount  equal to one and  one-half  percent  (1 1/2%) of the  original
purchase price under the Purchase  Agreement of the Registrable  Securities held
of record by such Holder for each  thirty (30) day period  after the ninety (90)
day period from the Closing Date, pro rated for any period less than thirty (30)
days, following the Event until the applicable Event has been cured. Payments to
be made pursuant to this Section 8(d) shall be due and payable  immediately upon
demand  at the  option  of the  Holders  in cash.  The  parties  agree  that the
Liquidated  Damages represent a reasonable  estimate on the part of the parties,
as of the date of this Agreement,  of the amount of damages that may be incurred
by the  Holders if the  Registration  Statement  is not filed on or prior to the
Filing Date or has not been declared  effective by the Commission on or prior to
the Effectiveness Date and maintained in the manner  contemplated  herein during
the Effectiveness Period or if any other Event as described herein has occurred.

                   (e)  Consent  to  Jurisdiction.  Both  the  Company  and  the
Purchasers  (i)  hereby  irrevocably  submit to the  jurisdiction  of the United
States  District  Court for the Southern  District of New York and the courts of
the State of New York  located in New York county for the  purposes of any suit,
action  or  proceeding  arising  out of or  relating  to this  Agreement  or the
Purchase  Agreement and (ii) hereby  waive,  and agree not to assert in any such
suit, action or proceeding,  any claim that it is not personally  subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in an
inconvenient  forum or that the  venue of the  suit,  action  or  proceeding  is
improper. Both the Company and the Purchasers consent to process being served in
any such suit,  action or  proceeding by mailing a copy thereof to such party at
the  address in effect for  notices to it under this  Agreement  and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing in this  Section 8(e) shall affect or limit any right to serve
process in any other manner permitted by law.

                   (f) Amendments and Waivers. The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Purchasers holding a majority of the Registrable Securities.


                                      -15-
<PAGE>

                   (g) Notices.  Any and all notices or other  communications or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given  and  effective  on the  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified  for notice prior to 5:00 p.m.,  eastern
standard  time, on a Business Day, (ii) the first Business Day after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone number  specified for notice later than 5:00 p.m.,  eastern
time, on any date and earlier than 11:59 p.m., eastern time, on such date, (iii)
two  Business  Days  following  the  date of  mailing,  if  sent  by  nationally
recognized  express  courier service or (iv) actual receipt by the party to whom
such notice is required to be given.

                                    (x)     if to the Company:
                                            IntegraMed America, Inc.
                                            One Manhattanville Road
                                            Purchase, NY 10577
                                            Attention:  Gerardo Canet
                                            Telephone:  (914) 253-8000
                                            Telecopier:  (914) 253-8008

                                            with a copy to:

                                            Dorsey & Whitney LLP
                                            250 Park Avenue
                                            New York, NY 10177
                                            Attention: Kevin Collins
                                            Telephone: (212) 415-9200
                                            Telecopier: (212) 753-7201

                                    (y)     if to any Purchaser:

                                            At the address of such Purchaser set
                                            forth on Exhibit A to this
                                            Agreement.

                                      -16-
<PAGE>

                                            with copies to:

                                            H.C. Wainwright & Co., Inc.
                                            245 Park Ave., 44th Floor
                                            New York, NY 10128
                                            Tel. No.: (212) 856-5700
                                            Fax No.: (212) 856-5750
                                            Attn:  Julia Aryeh

                                            Dechert
                                            4000 Bell Atlantic Tower
                                            1717 Arch Street
                                            Philadelphia, PA 19103
                                            Tel. No.: (215) 994-4000
                                            Fax No.: (215) 944-2222
                                            Attn:  Christopher G. Karras

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice.

                   (h) Successors and Assigns.  This Agreement  shall be binding
upon and inure to the benefit of the parties and their  successors and permitted
assigns  and shall  inure to the  benefit of the Holder and its  successors  and
assigns.  The  Company may not assign this  Agreement  or any of its  respective
rights or  obligations  hereunder  without  the  prior  written  consent  of the
Purchaser.

                   (i)  Assignment  of  Registration  Rights.  The rights of the
Holder  hereunder,  including the right to have the Company  register for resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
assignable by each Holder to any transferee of the Holder of all or a portion of
the shares of  Registrable  Securities if: (i) the Holder agrees in writing with
the  transferee or assignee to assign such rights,  and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment, (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (a) the name and address of such  transferee or
assignee,  and (b) the securities with respect to which such registration rights
are being  transferred or assigned,  (iii) following such transfer or assignment
the further  disposition  of such  securities by the  transferee or assignees is
restricted  under the Securities Act and applicable  state securities laws, (iv)
at or before the time the Company  receives the written notice  contemplated  by
clause (ii) of this Section,  the transferee or assignee  agrees in writing with
the Company to be bound by all of the provisions of this Agreement, and (v) such
transfer shall have been made in accordance with the applicable  requirements of
the  Purchase  Agreement  and shall be for no less  than 50% of all  Registrable
Securities  sold to that  particular  Holder by the Company.  In  addition,  the
Holder  shall have the right to assign its rights  hereunder to any other Person
with the prior written  consent of the Company.  The rights to assignment  shall
apply to the Holder and to subsequent successors and assigns. In the event of an
assignment,  pursuant  to  this  Section  8(i),  the  Purchaser  shall  pay  all
incremental  costs and expenses  incurred by the Company in connection  with the
filing  of a  Registration  Statement  (or  an  amendment  to  the  Registration
Statement)  to register  the shares of  Registrable  Securities  assigned to any
assignee or transferee of the Purchaser.


                                      -17-
<PAGE>

                   (j)  Counterparts.  This  Agreement  may be  executed  in any
number of counterparts,  each of which when so executed shall be deemed to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

                   (k) Governing  Law. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of New York,  without regard
to  principles  of  conflicts  of  law  thereof.  This  Agreement  shall  not be
interpreted  or construed  with any  presumption  against the party causing this
Agreement to be drafted.

                   (l) Cumulative  Remedies.  The remedies  provided  herein are
cumulative and not exclusive of any remedies provided by law.

                   (m)  Termination.  This Agreement shall terminate on the date
on which all remaining  Registrable  Securities may be sold without  restriction
pursuant to Rule 144(k) of the Securities Act.

                   (n)  Severability.   If  any  term,  provision,  covenant  or
restriction  of  this  Agreement  is  held  to  be  invalid,  illegal,  void  or
unenforceable in any respect, the remainder of the terms, provisions,  covenants
and  restrictions  set forth  herein  shall  remain in full force and effect and
shall in no way be affected,  impaired or  invalidated,  and the parties  hereto
shall use their  reasonable  efforts to find and employ an alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                   (o) Headings.  The headings herein are for convenience  only,
do not  constitute a part of this  Agreement and shall not be deemed to limit or
affect any of the provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -18-

<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed by their respective authorized
persons as of the date first indicated above.

                                   INTEGRAMED AMERICA, INC.



                                   By:
                                      -----------------------------------------
                                        Name:
                                        Title:


                                    PURCHASER


                                    By:
                                       ----------------------------------------
                                        Name:
                                        Title:


                                      -19-
<PAGE>




                                    EXHIBIT A
                                   PURCHASERS


           [The names and addresses of Purchasers have been redacted]

                                     - A-1-
<PAGE>


                                    EXHIBIT B
                              PLAN OF DISTRIBUTION

                  We are registering the shares of common stock on behalf of the
selling stockholders. The selling stockholders may offer and sell their shares
of common stock from time to time, in their discretion, in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at prices related to the prevailing market prices, at varying prices determined
at the time of sale, or at negotiated prices. Such prices will be determined by
the selling stockholders or by agreement between a selling stockholder and its
underwriters, dealers, brokers or agents. The selling stockholders will act
independently of us in making decisions with respect to the timing, manner and
size of each sale hereunder. These sales may be effected at various times in one
or more of the following transactions, or in other kinds of transactions:

                  .  transactions on the New York Stock Exchange or on any
                     national securities exchange or U.S. inter-dealer system of
                     a registered national securities association on which our
                     common stock may be listed or quoted at the time of sale;

                  .  in the over-the-counter market;

                  .  in private transactions and transactions otherwise than on
                     these exchanges or systems or in the over-the-counter
                     market;

                  .  in connection with short sales of the shares;

                  .  by pledge to secure or in payment of debt and other
                     obligations;

                  .  through the writing of options, whether the options are
                     listed on an options exchange or otherwise;

                  .  in connection with the writing of non-traded and
                     exchange-traded call options, in hedge transactions and in
                     settlement of other transactions in standardized or
                     over-the-counter options; or

                  .  through a combination of any of the above transactions.

                  The selling stockholders and their successors, including their
transferees, pledgees or donees or their successors, may sell the common stock
directly to purchasers or through underwriters, broker-dealers or agents, who
may receive compensation in the form of discounts, concessions or commissions
from the selling stockholder or the purchasers in amounts to be negotiated.
These discounts, concessions or commissions as to any particular underwriter,
broker-dealer or agent may be in excess of those customary in the types of
transactions involved. Such brokers and dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
such sales. From time to time, one or more of the selling stockholders may
pledge, hypothecate or grant a security interest in some or all of the shares
owned by them, and the pledgees, secured parties or persons to whom such
securities have been hypothecated shall, upon foreclosure in the event of
default, be deemed to be selling stockholders hereunder. In addition, a selling
stockholder may, from time to time, sell short our common stock, and in such
instances, this prospectus may be delivered in connection with such short sales
and the shares offered hereby may be used to cover such short sales. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus.


                                     - B-1-
<PAGE>

                  To the extent required under the Securities Act, the aggregate
amount of selling stockholders' shares being offered and the terms of the
offering, the names of any such agents, brokers, dealers or underwriters and any
applicable commission with respect to a particular offer will be set forth in an
accompanying prospectus supplement. Any underwriters, dealers, brokers, or
agents participating in the distribution of the shares may receive compensation
in the form of underwriting discounts, concessions, commissions or fees from a
selling stockholder and/or purchasers of selling stockholders' shares, for whom
they may act. In addition, sellers of selling stockholders' shares may be deemed
to be underwriters under the Securities Act and any profits on the sale of
selling stockholders' shares by them may be deemed to be discount commissions
under the Securities Act. Selling stockholders may have other business
relationships with the Company and its subsidiaries or affiliates in the
ordinary course of business.

                  From time to time one or more of the selling stockholders may
transfer, pledge, donate or assign selling stockholders' shares to lenders,
family members and others and each of such persons will be deemed to be a
selling stockholder for purposes of this prospectus. The number of selling
stockholders' shares beneficially owned by those selling stockholders who so
transfer, pledge, donate or assign selling stockholders' shares will decrease as
and when they take such actions. The plan of distribution for selling
stockholders' shares sold hereunder will otherwise remain unchanged, except that
the transferees, pledgees, donees or other successors will be selling
stockholders hereunder.

                  Including and without limiting the foregoing, in connection
with distributions of our common stock, a selling stockholder may enter into
hedging transactions with broker-dealers and the broker-dealers may engage in
short sales of our common stock in the course of hedging the positions they
assume with such selling stockholder. A selling stockholder may also enter into
option or other transactions with broker-dealers that involve the delivery of
our common stock to the broker-dealers, who may then resell or otherwise
transfer such common stock. A selling stockholder may also loan or pledge such
common stock to a broker-dealer and the broker-dealer may sell the common stock
so loaned or upon a default may sell or otherwise transfer the pledged common
stock.

                  We are bearing all costs relating to the registration of the
shares (other than the fees and expenses, if any, of counsel or other advisors
to the selling stockholders). Any commissions, discounts, concessions or fees
payable to underwriters, broker-dealers or agents in connection with any sale of
the shares will be borne by the selling stockholder selling such shares.

                  We entered into a registration rights agreement for the
benefit of the selling stockholders to register our common stock under
applicable federal and state securities laws. The registration rights agreement
provides for cross-indemnification of the selling stockholders and us and our
respective directors, officers and controlling persons against specific
liabilities in connection with the offer and sale of the common stock, including
liabilities under the Securities Act. We will pay substantially all of the
expenses incurred incident to the offering and sale of the common stock.

                                     - B-2-
<PAGE>


                                    EXHIBIT C

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[Name and address of Transfer Agent]

----------------------------------
----------------------------------
----------------------------------
Attn:  ____________

                  Re:      [Company]
                           ---------

Ladies and Gentlemen:

         We are counsel to _______________, a ___________ corporation (the
"Company"), and have represented the Company in connection with that certain
Purchase Agreement (the "Purchase Agreement"), dated as of _________ __, 2002 by
and between the Company and the purchaser (the "Purchaser" and the "Holder")
named therein pursuant to which the Company issued to the Purchaser shares (the
"Common Shares") of its Common Stock, $___ par value (the "Common Stock").
Pursuant to the Purchase Agreement, the Company has also entered into a
Registration Rights Agreement with the Purchaser (the "Registration Rights
Agreement"), dated as of _________ __, 2002, pursuant to which the Company
agreed, among other things, to register the Registrable Securities (as defined
in the Registration Rights Agreement), including the Common Shares, under the
Securities Act of 1933, as amended (the "1933 Act"). In connection with the
Company's obligations under the Registration Rights Agreement, on _________ __,
2002, the Company filed a Registration Statement on Form S-3 (File No.
333-________) (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") relating to the resale of the Registrable Securities
which names the Holder as a selling stockholder thereunder.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and, accordingly, the
Registrable Securities are available for resale under the 1933 Act in the manner
specified in, and pursuant to the terms of the Registration Statement.

                                     Very truly yours,




                                     By:


cc:      [PURCHASER]