INDEMNIFICATION AGREEMENT



         INDEMNIFICATION    AGREEMENT   (this    "Agreement")    dated   as   of
____________________________  by and between IntegraMed America Inc., a Delaware
corporation,  with its principal place of business at One  Manhattanville  Road,
Purchase, New York 10577 and _________________("Indemnitee"):

         WHEREAS,  competent  persons are reluctant to serve a corporation  as a
director or  officer,  or in another  capacity  unless  they are  provided  with
adequate  protection  through  insurance  or  adequate  indemnification  against
inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of corporations;

         WHEREAS,  the Board of Directors of the Company has determined that the
ability  to attract  and retain  such  persons  is in the best  interest  of the
Company's  stockholders  and that the Company  should act to assure such persons
that there will be increased certainty of such protection in the future; and

         WHEREAS,  it is  reasonable,  prudent  and  necessary  for the  Company
contractually to obligate itself to indemnify such persons to the fullest extent
permitted  by  applicable  law so that they will serve or  continue to serve the
Company free from undue concern that they will not be so indemnified; and

         WHEREAS,  Indemnitee is willing to serve, continue to serve and to take
on  additional  service  for or on behalf of the Company on the  condition  that
Indemnitee be so indemnified;

         NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein set forth below and other good and  valuable  consideration,  the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:

         1.       Definitions.  For  purposes of this  Agreement  the  following
terms shall have the meanings set forth below:

                  1.1 "Board" shall mean the Board of Directors of the Company.

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

                  1.3 "Corporate Status" describes the status of a person who is
or was a director,  officer,  employee,  agent or fiduciary of the Company or of
any other corporation,  partnership, joint venture, trust, employee benefit plan
or other  enterprise  which such person is or was serving at the express written
request of the Company.

                  1.4  "Disinterested  Director" means a director of the Company
who is  not  and  was  not a  party  to  the  Proceeding  in  respect  of  which
indemnification is sought by Indemnitee.

                  1.5  "Enterprise"   shall  mean  the  Company  and  any  other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise of which  Indemnitee is or was serving at the express written request
of the Company as a director, officer, employee, agent or fiduciary.

                  1.6 "Expenses"  shall include all reasonable  attorneys' fees,
retainers,  court costs, transcript costs, fees of experts, witness fees, travel
expenses,  duplicating  costs,  printing and binding costs,  telephone  charges,
postage,  delivery service fees, and all other  disbursements or expenses of the
types customarily incurred in connection with prosecuting,  defending, preparing
to prosecute or defend,  investigating,  being or preparing to be a witness in a
Proceeding.



<PAGE>


                  1.7 "Good  Faith" shall mean  Indemnitee  having acted in good
faith and in a manner Indemnitee  reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal Proceeding,
having had no reasonable cause to believe Indemnitee's conduct was unlawful.

                  1.8  "Independent  Counsel" means a law firm, or a member of a
law  firm,  that is  experienced  in  matters  of  corporation  law and  neither
presently is, nor in the past five years has been,  retained to  represent:  (i)
the Company or  Indemnitee  in any matter  material to either such party or (ii)
any other party to the  Proceeding  giving  rise to a claim for  indemnification
hereunder.  Notwithstanding the foregoing,  the term "Independent Counsel" shall
not include any person  who,  under the  applicable  standards  of  professional
conduct  then  prevailing,  would have a conflict of  interest  in  representing
either the Company or Indemnitee in an action to determine  Indemnitee's  rights
under this Agreement.

                  1.9  "Proceeding"  includes  any  action,  suit,  arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing or
any other actual,  threatened or completed  proceeding whether civil,  criminal,
administrative  or  investigative,  other than one initiated by Indemnitee.  For
purposes of the foregoing  sentence,  a "Proceeding" shall not be deemed to have
been  initiated by Indemnitee  where  Indemnitee  seeks pursuant to Section 8 of
this Agreement to enforce Indemnitee's rights under this Agreement.

         2. Term of Agreement. This Agreement shall continue until and terminate
upon the later of:  (a) 10 years  after the date that  Indemnitee  has ceased to
serve as a director,  officer, employee, agent or fiduciary of the Company or of
any other corporation,  partnership, joint venture, trust, employee benefit plan
or other enterprise  which  Indemnitee  served at the express written request of
the Company or (b) the final  termination of all pending  Proceedings in respect
of which  Indemnitee is granted  rights of  indemnification  or  advancement  of
expenses  hereunder and of any  proceeding  commenced by Indemnitee  pursuant to
Section 8 of this Agreement relating thereto.

         3.  Notice of  Proceedings.  Indemnitee  agrees  promptly to notify the
Company in writing  upon being  served  with any  summons,  citation,  subpoena,
complaint, indictment,  information or other document relating to any Proceeding
or matter  that may be subject to  indemnification  or  advancement  of Expenses
covered hereunder.

         4.       Indemnification.
                  ---------------

                  4.1 In General. In connection with any Proceeding, the Company
shall  indemnify  and advance  payment for Expenses to Indemnitee as provided in
this Agreement and to the fullest  extent  permitted by applicable law in effect
on the date hereof and to such greater  extent as applicable  law may thereafter
from time to time permit.



<PAGE>


                  4.2 Proceedings  Other Than  Proceedings by or in the Right of
the  Company.  Indemnitee  shall be  entitled  to the rights of  indemnification
provided in this  Section 4.2 if, by reason of  Indemnitee's  Corporate  Status,
Indemnitee  is, or is  threatened to be made, a party to any  Proceeding,  other
than a  Proceeding  by or in the  right  of the  Company.  Indemnitee  shall  be
indemnified against Expenses,  judgments,  penalties,  fines and amounts paid in
settlements  actually and reasonably  incurred by Indemnitee or on  Indemnitee's
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in Good Faith.

                  4.3 Proceedings by or in the Right of the Company.  Indemnitee
shall be entitled to the rights of indemnification  provided in this Section 4.3
if, by reason of Indemnitee's  Corporate Status,  Indemnitee is or is threatened
to be made a party to any  Proceeding  brought by or in the right of the Company
to procure a judgment  in its favor.  Indemnitee  shall be  indemnified  against
Expenses,  judgments,  penalties  and amounts paid in  settlement,  actually and
reasonably  incurred by Indemnitee or on Indemnitee's  behalf in connection with
such  Proceeding  if  Indemnitee  acted  in  Good  Faith.   Notwithstanding  the
foregoing,  no such indemnification shall be made in respect of any claim, issue
or matter in such Proceeding as to which  Indemnitee shall have been adjudged to
be liable to the  Company if  applicable  law  prohibits  such  indemnification;
provided,  however,  that, if applicable law so permits,  indemnification  shall
nevertheless be made by the Company in such event if and only to the extent that
the Court of  Chancery  of the  State of  Delaware,  or the court in which  such
Proceeding shall have been brought or is pending, shall determine.

                  4.4  Indemnification  of a  Party  Who  is  Wholly  or  Partly
Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee's  Corporate  Status, a party to and
is successful,  on the merits or otherwise, in any Proceeding,  Indemnitee shall
be  indemnified  to the maximum  extent  permitted by law against all  Expenses,
judgments,  penalties,  fines  and  amounts  paid in  settlement,  actually  and
reasonably  incurred  by  Indemnitee  or on  Indemnitee's  behalf in  connection
therewith.  If Indemnitee is not wholly  successful  in such  Proceeding  but is
successful,  on the  merits  or  otherwise,  as to one or more but less than all
claims,  issues or matters  in such  Proceeding,  the  Company  shall  indemnify
Indemnitee  to the  maximum  extent  permitted  by law,  against  all  Expenses,
judgments,  penalties,  fines  and  amounts  paid in  settlement,  actually  and
reasonably  incurred by Indemnitee or on Indemnitee's  behalf in connection with
each successfully  resolved claim, issue or matter. For purposes of this Section
4.4 and without  limitation,  the  termination of any claim,  issue or matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
a successful result as to such claim, issue or matter, so long as there has been
no finding (either adjudicated or pursuant to Section 6) that Indemnitee did not
act in Good Faith.

                  4.5 Indemnification for Expenses of a Witness. Notwithstanding
any other  provision of this  Agreement,  to the extent that  Indemnitee  is, by
reason of Indemnitee's Corporate Status, a witness in any Proceeding, Indemnitee
shall be indemnified  against all Expenses  actually and reasonably  incurred by
Indemnitee or on Indemnitee's behalf in connection therewith.



<PAGE>


                  4.6 Assumption of Defense and Settlement.  Notwithstanding any
other  provision of this  Agreement,  with respect to any such  Proceeding as to
which the Indemnitee gives notice to the Company of the commencement thereof:

                  (i)  the Company  will be entitled to  participate  therein at
         its own expense;

                  (ii) the Company,  jointly with any other  indemnifying  party
         similarly  notified,  shall be entitled to assume the defense  thereof,
         with counsel satisfactory to the Indemnitee. If the Company assumes the
         defense of the Indemnitee,  it shall notify the  Indemnitee,  and after
         the Indemnitee receives such notice, the Company shall not be liable to
         the Indemnitee  under this  Agreement for any Expenses  incurred by the
         Indemnitee  after the date such  notice was  received.  The  Indemnitee
         shall be entitled to employ  Indemnitee's  own counsel at  Indemnitee's
         own expense.  Nevertheless,  the Company shall pay for Indemnitee's own
         counsel if (a) the Company  agrees to do the same,  (b) the  Indemnitee
         shall  have  reasonably  concluded  that  there  may be a  conflict  of
         interest  between the Company and the Indemnitee  regarding the defense
         of such  action,  or (c) the  Company  shall not in fact have  employed
         counsel to assume the defense of the Proceeding.  The Company shall not
         be entitled to assume the  defense of any  Proceeding  brought by or on
         behalf  of  the  Company  or as to  which  the  Indemnitee  shall  have
         reasonably  concluded that there may be a conflict of interest  between
         the  Company  and  the   Indemnitee   regarding  the  defense  of  such
         Proceeding; and

                  (ii) the Company shall not be liable to the  Indemnitee  under
         this  Agreement for any amounts paid in  settlement  of any  Proceeding
         unless the Company consents to such  settlement.  The Company shall not
         settle any  Proceeding  in any manner that would  impose any penalty or
         limitation on the Indemnitee without the Indemnitee's  written consent.
         Neither the Company nor the Indemnitee will unreasonably withhold their
         consent to any proposed settlement.

         5.  Advancement  of  Expenses.  Notwithstanding  any  provision  to the
contrary in Section 6, the Company shall advance all reasonable  Expenses which,
by reason of  Indemnitee's  Corporate  Status,  were incurred by or on behalf of
Indemnitee in connection with any  Proceeding,  within 20 days after the receipt
by the Company of a statement or  statements  from  Indemnitee  requesting  such
advance  or  advances,  whether  prior to or  after  final  disposition  of such
Proceeding.  Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall be preceded or accompanied by an undertaking by
or on behalf of  Indemnitee  to repay any  Expenses  if it shall  ultimately  be
determined  that  Indemnitee  is not  entitled to be  indemnified  against  such
Expenses. Any advance and undertakings to repay pursuant to this Section 5 shall
be unsecured and interest free.





<PAGE>

         6.  Procedures for Determination of Entitlement to Indemnification.

                  6.1  Initial  Request.  To obtain  indemnification  under this
Agreement,  Indemnitee shall submit to the Company a written request,  including
therein  or  therewith  such  documentation  and  information  as is  reasonably
available to Indemnitee and is reasonably  necessary to determine whether and to
what extent  Indemnitee  is entitled to  indemnification.  The  Secretary of the
Company shall promptly advise the Board in writing that Indemnitee has requested
indemnification.

                  6.2  Method of Determination.  A determination (if required by
applicable  law) with respect to  Indemnitee's  entitlement  to  indemnification
shall be made as follows:

                  (i) if a Change in Control  has  occurred,  unless  Indemnitee
         shall request in writing that such  determination be made in accordance
         with clause (ii) of this Section 6.2, the  determination  shall be made
         by  Independent  Counsel in a written  opinion to the Board,  a copy of
         which shall be delivered to Indemnitee;

                  (ii)  if  a  Change  of   Control   has  not   occurred,   the
         determination  shall  be  made  by the  Board  by a  majority  vote  of
         Disinterested  Directors,  even though less than a quorum. In the event
         that  there are no  Disinterested  Directors  or if such  Disinterested
         Directors so direct,  the  determination  shall be made by  Independent
         Counsel in a written  opinion to the  Board,  a copy of which  shall be
         delivered to Indemnitee.

                  6.3 Selection,  Payment, Discharge, of Independent Counsel. In
the event the determination of entitlement to  indemnification  is to be made by
Independent  Counsel pursuant to Section 6.2 of this Agreement,  the Independent
Counsel shall be selected, paid and discharged in the following manner:

                  (i) If a Change of Control has not occurred,  the  Independent
         Counsel  shall be  selected by the Board,  and the  Company  shall give
         written notice to Indemnitee advising Indemnitee of the identity of the
         Independent Counsel so selected.

                  (ii) If a Change of  Control  has  occurred,  the  Independent
         Counsel  shall be  selected  by  Indemnitee  (unless  Indemnitee  shall
         request that such selection be made by the Board, in which event clause
         (i) of this Section 6.3 shall apply), and Indemnitee shall give written
         notice to the Company  advising it of the  identity of the  Independent
         Counsel so selected.

                  (iii) Following the initial selection described in clauses (i)
         and (ii) of this Section 6.3,  Indemnitee  or the Company,  as the case
         may be, may,  within seven days after such written  notice of selection
         has been given,  deliver to the other party a written objection to such
         selection.  Such  objection may be asserted only on the ground that the
         Independent  Counsel  so  selected  does not meet the  requirements  of
         "Independent  Counsel" as defined in this Agreement,  and the objection
         shall set forth with particularity the factual basis of such assertion.
         Absent a proper and timely objection,  the person so selected shall act
         as  Independent  Counsel.  If  such  written  objection  is  made,  the
         Independent  Counsel so selected may not serve as  Independent  Counsel
         unless and until a court has determined  that such objection is without
         merit.



<PAGE>


                  (iv) Either the Company or  Indemnitee  may petition any court
         of competent  jurisdiction  if the parties have been unable to agree on
         the selection of Independent Counsel within 20 days after submission by
         Indemnitee of a written request for indemnification pursuant to Section
         6.1 of this  Agreement.  Such  petition  may  request  a  determination
         whether an objection to the party's  selection is without  merit and/or
         seek the appointment as Independent Counsel of a person selected by the
         Court or by such other person as the Court shall designate. A person so
         appointed  shall act as  Independent  Counsel under Section 6.2 of this
         Agreement.

                  (v) The  Company  shall  pay any and all  reasonable  fees and
         expenses of Independent Counsel incurred by such Independent Counsel in
         connection  with  acting  pursuant to this  Agreement,  and the Company
         shall pay all reasonable  fees and expenses  incident to the procedures
         of this Section 6.3, regardless of the manner in which such Independent
         Counsel was selected or appointed.

                  (vi) Upon the due  commencement of any judicial  proceeding or
         arbitration  pursuant  to Section  8.3 of this  Agreement,  Independent
         Counsel shall be discharged and relieved of any further  responsibility
         in such capacity  (subject to the applicable  standards of professional
         conduct then prevailing).

                  6.4  Cooperation.  Indemnitee shall cooperate with the person,
persons  or  entity  making  the  determination  with  respect  to  Indemnitee's
entitlement to indemnification under this Agreement, including providing to such
person,  persons or entity upon reasonable  advance request any documentation or
information  which is not privileged or otherwise  protected from disclosure and
which is reasonably  available to Indemnitee  and  reasonably  necessary to such
determination.   Any  costs  or   expenses   (including   attorneys'   fees  and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company  (irrespective
of the determination as to Indemnitee's  entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

                  6.5 Payment.  If it is determined  that Indemnitee is entitled
to  indemnification,  payment to  Indemnitee  shall be made within 10 days after
such determination.

         7.       Presumptions and Effect of Certain Proceedings.
                  ----------------------------------------------

                  7.1 Burden of Proof. In making a determination with respect to
entitlement to Indemnification hereunder, the person or persons or entity making
such determination  shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee  has submitted a request for  indemnification
in  accordance  with Section 6.1, and the Company shall have the burden of proof
to  overcome  that  presumption  in  connection  with the making by any  person,
persons or entity of any determination contrary to that presumption.



<PAGE>


                  7.2  Effect  of  Other  Proceedings.  The  termination  of any
Proceeding  or of any  claim,  issue or  matter  therein,  by  judgment,  order,
settlement or conviction,  or upon a plea of nolo  contendere or its equivalent,
shall not (except as otherwise  expressly  provided in this Agreement) of itself
adversely  affect  the  right  of  Indemnitee  to  indemnification  or  create a
presumption that Indemnitee did not act in Good Faith.

                  7.3 Reliance as Safe Harbor. For purposes of any determination
of Good  Faith,  Indemnitee  shall be  deemed  to have  acted  in Good  Faith if
Indemnitee's  action  is  based  on the  records  or  books  of  account  of the
Enterprise,  including  financial  statements,  or on  information  supplied  to
Indemnitee by the officers of the  Enterprise in the course of their duties,  or
on the advice of legal counsel for the  Enterprise or on  information or records
given or reports  made to the  Enterprise  by an  independent  certified  public
accountant or by an appraiser or other expert  selected with  reasonable care by
the  Enterprise.  The  provisions  of this Section 7.3 shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the Indemnitee
may be deemed to have met the  applicable  standard of conduct set forth in this
Agreement.

                  7.4  Actions of  Others.  The  knowledge  and/or  actions,  or
failure to act, of any director,  officer,  agent or employee of the  Enterprise
shall not be imputed to  Indemnitee  for  purposes of  determining  the right to
indemnification under this Agreement.

         8.       Remedies of Indemnitee.
                  ----------------------

                  8.1  Application. This Section 8 shall apply in the event of a
Dispute. For purposes of this article, "Dispute" shall mean any of the following
events:

                  (i)  a  determination  is made  pursuant  to Section 6 of this
         Agreement that Indemnitee is not entitled to indemnification under this
         Agreement;

                  (ii) advancement  of Expenses  is not timely made  pursuant to
         Section 5 of this Agreement;

                  (iii) if the  determination of entitlement to be made pursuant
         to  Section  6.2 of this  Agreement  is to be made by the Board and the
         Board has not made such  determination  within 60 days after receipt by
         the Company of the request for indemnification;

                  (iv) if the  determination  of entitlement to be made pursuant
         to Section 6.2 of this Agreement is to be made by  Independent  Counsel
         and Independent Counsel has not made such determination  within 90 days
         after receipt by the Company of the request for indemnification;

                  (v) payment of indemnification is not made pursuant to Section
         4.5 of this Agreement  within 10 days after receipt by the Company of a
         written request therefor; or

                  (vi)  payment of  indemnification  is not made  within 10 days
         after a  determination  has been made that  Indemnitee  is  entitled to
         indemnification  or such  determination  is  deemed  to have  been made
         pursuant to Section 6 of this Agreement.



<PAGE>


                  8.2 Adjudication.  In the event of a Dispute, Indemnitee shall
be entitled to an adjudication,  in an appropriate  Federal Court sitting in the
State of  Delaware  or  appropriate  state  court in the State of  Delaware,  of
Indemnitee's  entitlement  to such  indemnification  or advancement of Expenses.
Alternatively,  Indemnitee,  at  Indemnitee's  option,  may  seek  an  award  in
arbitration  to be  conducted  in the City of New  York by a  single  arbitrator
pursuant to the rules of the American Arbitration Association.  Indemnitee shall
commence such  proceeding  seeking an  adjudication  or an award in  arbitration
within 180 days  following the date on which  Indemnitee  first has the right to
commence such  proceeding  pursuant to this Section 8.2. The Company  agrees not
oppose Indemnitee's right to seek any such adjudication or award in arbitration.

                  8.3 De Novo Review.  In the event that a  determination  shall
have been made pursuant to Section 6 of this  Agreement  that  Indemnitee is not
entitled to indemnification,  any judicial  proceeding or arbitration  commenced
pursuant  to this  Section 8 shall be  conducted  in all  respects  as a de novo
trial, or arbitration,  on the merits and Indemnitee  shall not be prejudiced by
reason of that adverse determination. In any such proceeding or arbitration, the
Company  shall have the burden of proving  that  Indemnitee  is not  entitled to
indemnification or advancement of Expenses, as the case may be.

                  8.4 Company Bound. If a determination  shall have been made or
deemed to have been made pursuant to Section 6 of this Agreement that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination
in  any  judicial  proceeding  or  arbitration  absent  (i)  a  misstatement  by
Indemnitee of a material  fact,  or an omission of a material fact  necessary to
make Indemnitee's  statement not materially  misleading,  in connection with the
request for indemnification or (ii) a prohibition of such indemnification  under
applicable law.

                  8.5  Procedures  Valid.  The Company  shall be precluded  from
asserting in any judicial  proceeding or arbitration  commenced pursuant to this
Section 8 that the procedures and  presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all of the provisions of this Agreement.

                  8.6 Expenses of  Adjudication.  In the event that  Indemnitee,
pursuant  to this  Section 8, seeks a  judicial  adjudication  of or an award in
arbitration  to enforce  Indemnitee's  rights under,  or to recover  damages for
breach of, this  Agreement,  Indemnitee  shall be  entitled to recover  from the
Company,  and shall be indemnified by the Company against,  any and all expenses
(of the  types  described  in the  definition  of  Expenses  in this  Agreement)
actually  and  reasonably   incurred  by  Indemnitee  in  such  adjudication  or
arbitration,  but only if Indemnitee prevails therein. If it shall be determined
in such  adjudication or arbitration that Indemnitee is entitled to receive part
but not all of the  indemnification  or  advancement  of  expenses  sought,  the
expenses  incurred  by  Indemnitee  in  connection  with  such  adjudication  or
arbitration shall be appropriately prorated.




<PAGE>

         9.       Non-exclusivity, Insurance, Subrogation.
                  ---------------------------------------

                  9.1  Non-Exclusivity.  The  rights of  indemnification  and to
receive  advancement  of Expenses as  provided  by this  Agreement  shall not be
deemed  exclusive  of any other  rights to which  Indemnitee  may at any time be
entitled under applicable law, the Certificate of Incorporation, the Bylaws, any
agreement, a vote of stockholders or a resolution of directors, or otherwise. No
amendment,  alteration,  rescission  or  replacement  of this  Agreement  or any
provision  hereof shall be effective as to Indemnitee with respect to any action
taken or omitted by such  Indemnitee in Indemnitee's  Corporate  Status prior to
such amendment, alteration, rescission or replacement.

                  9.2  Insurance.  The Company may maintain an insurance  policy
or  policies  against  liability  ---------  arising  out of this  Agreement  or
otherwise.

                  9.3  Subrogation.  In the  event  of any  payment  under  this
Agreement,  the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee,  who shall execute all papers  required
and take all action necessary to secure such rights, including execution of such
documents  as are  necessary to enable the Company to bring suit to enforce such
rights.

                  9.4 No  Duplicative  Payment.  The Company shall not be liable
under this  Agreement  to make any  payment of amounts  otherwise  indemnifiable
hereunder if and to the extent that Indemnitee has otherwise  actually  received
such payment under any insurance policy, contract, agreement or otherwise.

         10.      Miscellaneous Provisions.
                  ------------------------

                  10.1 Entire  Agreement.  This  Agreement  contains  the entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and supersedes any prior  understandings,  agreements or representations,
written or oral, relating to the subject matter hereof.

                  10.2 Counterparts.  This Agreement may be executed in separate
counterparts,  each of which will be an original and all of which taken together
shall  constitute one and the same  agreement,  and any party hereto may execute
this Agreement by signing any such counterpart.

                  10.3 Severability.  Whenever possible,  each provision of this
Agreement  shall be  interpreted  in such a manner as to be effective  and valid
under  applicable  law  but if any  provision  of this  Agreement  is held to be
invalid,  illegal  or  unenforceable  under  any  applicable  law or  rule,  the
validity,  legality and  enforceability of the other provision of this Agreement
will not be affected or impaired thereby.

                  10.4  Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
personal representatives and successors and assigns.

                  10.5  Modification,   Amendment,  Waiver  or  Termination.  No
provision of this  Agreement  may be  modified,  amended,  waived or  terminated
except by an instrument in writing signed by the parties to this  Agreement.  No
course of dealing between the parties will modify, amend, waive or terminate any
provision of this  Agreement or any rights or  obligations of any party under or
by reason of this Agreement.



<PAGE>


                  10.6 Notices. All notices, consents,  requests,  instructions,
approvals  or other  communications  provided for herein shall be in writing and
delivered by personal delivery,  overnight courier, or certified mail, addressed
to the receiving party at the address set forth herein. All such  communications
shall be effective when received.

         If to Company:

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

         With a copy to:

                  General Counsel
                  IntegraMed America, Inc.
                  One Manhattanville Road
                  Purchase, New York, 10577

         If to Indemnitee:

                  Name
                  Address

         Any party may  change  the  address  set forth  above by notice to each
other party given as provided herein.

                  10.7  Headings.   The  headings  and  any  table  of  contents
contained in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

                  10.8   Governing   Law.   All   matters    relating   to   the
interpretation,  construction,  validity and enforcement of this Agreement shall
be governed by the laws of the State of Delaware,  without  giving effect to any
choice of law provisions thereof.  This Agreement may be enforced in any Federal
Court or State  Court  sitting  in  Delaware,  and each  party  consents  to the
jurisdiction  and venue of any such court and waives any argument  that venue in
such forum is not convenient.  If a party commences any action under any tort or
contract theory arising directly or indirectly from the relationship  created by
this  Agreement  in another  jurisdiction  or venue,  except as provided  for in
Section 8.2 of this Agreement,  the other party to this Agreement shall have the
option of transferring the case to the above-described venue or jurisdiction or,
if such transfer  cannot be  accomplished,  to have such case dismissed  without
prejudice

                  10.9 Third-Party Benefit.  Nothing in this Agreement,  express
or implied,  is intended to confer upon any other  person any rights,  remedies,
obligations or liabilities of any nature whatsoever.

                  10.10  Remedies.  The parties agree that money damages may not
be an adequate  remedy for any breach of the  provisions  of this  Agreement and
that any party may,  in its  discretion,  apply to any court of law or equity of
competent  jurisdiction for specific  performance and injunctive relief in order
to enforce or prevent any violations this Agreement,  and any party against whom
such  proceeding  is brought  hereby waives the claim or defense that such party
has an adequate remedy at law and agrees not to raise the defense that the other
party has an adequate remedy at law.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first set forth above.

INTEGRAMED AMERICA, INC.


By:-----------------------------
   Gerardo Canet, President &
   Chief Executive Officer


INDEMNITEE


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