INTEGRAMED AMERICA INC, 10-K, 1997-03-24

INTEGRAMED AMERICA INC
10-K, 1997-03-24
OFFICES & CLINICS OF DOCTORS OF MEDICINE

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission File No. 0-20260
Commission File No. 1-11440

INTEGRAMED AMERICA, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

06-1150326
(I.R.S. employer identification no.)

One Manhattanville Road
Purchase, New York 10577
(Address of principal executive offices) (Zip code)

(914) 253-8000
(Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Series A Cumulative Convertible Preferred Stock, $1.00 par value
Common Stock, $.01 par value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (17 CFR ss. 229.405) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this form 10-K. [ ]

Aggregate market value of voting stock (Common Stock, $.01 par value
and Preferred Stock, $1.00 par value) held by non-affiliates of the Registrant
was approximately $24.1 million on March 18, 1997 based on the closing sale
price of the Common Stock and Preferred Stock on such date.

The aggregate number of shares of the Registrant's Common Stock, $.01
par value, was approximately 9,563,890 on March 18, 1997.

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<PAGE>

DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference and the part of Form 10-K into
which the document is incorporated:

Portions of the Registrant's Definitive Proxy
Statement Relating to the Annual Meeting of
Shareholders to be held on June 10, 1997 ............... Part III

PART I
ITEM 1. Business

Company Overview

The RSC Division is currently comprised of eight sites (the "Network
sites") which provide conventional infertility and/or ART services to infertile
couples seeking to achieve pregnancy and have a baby. The AWM Division,
established in the second quarter of 1996, is currently comprised of one Network
site with three locations which provide comprehensive diagnostic and treatment
alternatives to peri- and post-menopausal women and clinical research pursuant
to contracts with pharmaceutical companies related to the treatment of health
issues common to peri- and post-menopausal women. On February 28, 1997, the
Company entered into agreements to acquire certain assets of and the right to
manage the Fertility Center of Illinois, a five physician group practice with
six locations (the "Pending Acquisition"). The aggregate purchase price for the
Pending Acquisition is $6 million in cash plus shares of the Company's Common
Stock, ranging from 666,667 to 1.0 million shares, the exact number of which to
be determined based on the then current market price of the Common Stock, as
defined. The closing of the Pending Acquisition is conditioned upon the
Company's raising at least $6 million in capital over the next six months. If
consummated, the Pending Acquisition will be the largest acquisition by the
Company to date as part of its series of acquisitions over the last eighteen
months. The Company is actively seeking to acquire and/or manage additional
Network sites under both Divisions.

The Company provides management services to Network sites in one or more
of the following four areas of expertise: clinical service, science and
technology, administration and finance, and marketing and practice development.
Benefits available to medical providers at a Network site include: systems and
technology to achieve high quality clinical outcomes, access to capital to
develop comprehensive treatment facilities; marketing and managed care
contracting strategies for practice growth; and relief from increasingly complex
administrative burdens.

The Company was founded in June 1985 to help introduce reproductive
science to the United States. Since that time, its affiliated Medical Providers
have treated thousands of couples in their quest to conceive a child. Over the
past three years, the Company has adapted its operations to advances in
technology, market demand and the ever changing health care environment.
Management of the Company believes that it has now established the appropriate
models suitable to substantially expand its business, both in the Company's
traditional area of expertise, reproductive services, and in the far larger and
more comprehensive field of peri- and post- menopausal women's health. These two
service areas both utilize the technological strength of the Company's
affiliated physicians and scientists who are specialists in the female endocrine
system. While there are a wide array of reasons why a couple has difficulty
conceiving, by far the single most prominent course of therapy involves
treatment of the woman's endocrine system to optimize an opportunity for
pregnancy. Nature's schedule for this same endocrine system is the controlling
factor in menopause for women. While the Company believes that its reproductive
science activities are the foundation of its business and will offer continued
growth over the foreseeable future, the Company believes that the extension of
its business into adult women's health will open up a larger area of opportunity
for which it is uniquely qualified.

<PAGE>

In the United States, it is estimated that approximately 9% of women
between the ages of 15 and 44, or 5.3 million women, have impaired fertility and
approximately 2.3 million of these women seek care in any year. Currently, there
are approximately 300 facilities providing ART services of which approximately
half are hospital affiliated and half are free standing physician practice based
and there is a trend towards moving high cost hospital-based programs to lower
cost physician practice settings. In addition, there are also approximately 600
reproductive endocrinologists and an in- determinant number of other
"infertility specialists", many of whom practice at established ART programs,
and approximately 38,000 OB/GYN physicians across the country, most of whom
provide initial diagnostic and first line treatment. This highly fragmented
market presents an opportunity for the Company to lead a consolidation effort
that will produce value for medical providers joining the Network.

Women around the age of menopause (age 40 to 65) have been identified as a
population with a range of health needs and potential health problems that are
not consistently identified and addressed. Nationally consumers, physicians,
hospitals and payors are taking note of this expanding patient population and
realizing the lack of attention being paid to their total health needs. In the
United States, there are over 30 million peri-menopausal women and over 47
million women over age 50. Another 39 million will reach age 50 over the next 10
years. Currently, no well organized medical delivery system has emerged to
address this population comprehensively.

Network Sites

The Company defines a Network site as a location or group of locations
where the Company either directly employs (if the location(s) is owned by the
Company) or has an agreement with a physician group, a sole practitioner or a
medical institution (the "Medical Provider(s)") to provide management services
in one or more of its areas of expertise. Each Network site functions
independently with its own Medical Providers, Executive Director and clinical
and administrative support team. The organization is structured to address
patient needs and provide patient care effectively and efficiently. All patient
medical care at a Network site is provided by the Medical Providers. The
Executive Director is responsible for marketing, budgeting, and all financial
operations. Depending on the size of the Network site, there may be a Patient
Services Director, who is responsible for all daily operations and a
Professional Liaison, who is responsible for targeting and facilitating
relationships with the local medical community. The staff of a Network site,
exclusive of physicians ranges from five to forty-four equivalent employees,
depending on the size of the Network site and patient volume.

Medical Providers at the Network sites may also have affiliate care and/or
satellite service agreements with physicians located in the geographic area of
the Network sites. Under an affiliate care agreement, the Medical Providers
negotiate an independent contractor agreement with physicians(s) for such
physician(s) to provide medical management of the patient's care within the
Network site treatment protocols. The contracted physician(s) may also provide
ultrasonography and may draw blood samples as part of the medical management
process. Under a satellite service agreement, the Medical Providers negotiate an
independent contractor agreement with physician(s) for such physician(s) to
provide specific services, such as ultrasound monitoring and/or blood drawing,
and/or endocrine testing. Under satellite service agreements, the Network site
Medical Providers retain medical management of the patient's treatment program.

Reproductive Science Center Division

Each Network site under the RSC Division offers conventional infertility
and/or ART services and the majority of the Network sites have a
state-of-the-art laboratory providing the necessary diagnostic and therapeutic
services. Multi disciplinary teams help infertile couples identify and address
distinct physical, emotional, psychological and financial issues related to
infertility. Following a consultation session, the physician recommends an
appropriate treatment plan of services tailored to meet each couple's needs.

<PAGE>

Infertility Services

Conventional infertility procedures include diagnostic tests performed on
the female, such as endometrial biopsy, post- coital test, laparoscopy
examinations, and hormone screens, and diagnostic tests performed on the male,
such as semen analysis and tests for sperm antibodies. Depending on the results
of the diagnostic tests performed, treatment options could include fertility
drug therapy, tubal surgery and intrauterine insemination ("IUI"). IUI is a
procedure utilized generally to address male factor or unexplained infertility.
Depending on the severity of the condition, the man's sperm is processed to
identify the most active sperm for insemination into the woman, who must have a
normal reproductive system for this procedure. In the event the man's condition
is such that his sperm cannot be used, donor sperm may be utilized. Such
conventional infertility services are not classified as ART services and are
traditionally performed by infertility specialists.

The ART Services

Members of the Network have preferential access to the latest innovations
in ART services. Current types of ART services include, but are not limited to:
in vitro fertilization ("IVF"), gamete intrafallopian transfer ("GIFT"), zygote
intrafallopian transfer ("ZIFT"), tubal embryo transfer ("TET"), frozen embryo
transfer ("FET"), and donor egg programs. Current ART techniques include
microinsemination, intra-cytoplasmic sperm injection ("ICSI"), assisted hatching
and cryopreservation of embryos. In consultation with the medical staff and
after psychological and financial counseling, a patient couple is advised which
ART service has the greatest probability of success in light of the couple's
specific infertility problem. Following this discussion and receipt of a signed
informed consent form, treatment is initiated. The major steps in a typical IVF
cycle to treat female and/or male infertility are (i) administration of a
fertility medication ("stimulation"), (ii) egg retrieval (not all stimulations
initiated result in a retrieval), (iii) fertilization of the egg(s) which, in a
growing number of male infertility treatments involves the technique of ICSI,
(iv) incubation and evaluation of the fertilized eggs ("embryos"), (v) transfer
of the embryo(s) to the woman, and (vi) a pregnancy test.

A donor egg program for women who are unable to produce eggs but whose
reproductive systems are otherwise normal is available at certain Network sites.
This comprehensive program meets important criteria to ensure an appropriate
match. A donor is recruited to provide eggs for fertilization and transfer to
the recipient woman. This service is complex and the ovulation cycles of the
donor and recipient must be synchronized requiring medication for both women
followed by the normal IVF fertilization and embryo transfer processes. When ART
services may be appropriate for the woman and the man's sperm is inadequate,
donor sperm may be utilized in the ART services.

Laboratory Services

In addition to performing diagnostic laboratory tests for patient couples
enrolled in infertility and/or ART services, the majority of the Network sites
under the RSC Division derive additional revenue by providing endocrine and
andrology laboratory tests. Endocrine tests assess hormone levels in blood
samples and an array of andrology laboratory tests on semen samples are used to
determine an appropriate treatment plan. All endocrine and andrology tests are
available for the Medical Providers at Network sites as well as for physicians
in the geographic area.

Adult Women's Medical Division

The Company's current Network site focuses on the identification and
treatment needs of women and represents the model for future Network sites in
the AWM Division. The primary care medical staff is joined by sub-specialty
physicians and allied health professionals to care for cardiovascular disease,
incontinence, osteoporosis, metabolic and endocrine disorders, and emotional and
psychological needs of women. Multi disciplinary teams at this Network site meet
patients needs in the following three areas: clinical care, clinical research,
and educational programs.

<PAGE>

Clinical Care

Clinical services include complete cardiovascular assessment, urodynamic
analysis, bone densitometry, hormone- replacement therapy, physical therapy,
exercise stress testing, nutrition assessment/dietary recommendation,
psychological/sexual counseling, as well as, mammography and laboratory tests
designed to provide early detection of cancer of the breast, colon, and
reproductive organs.

With proper preventive medical care, lifestyle changes, diet, and
exercise, the health risk factors of women aged 40 to 65 can be significantly
reduced. Early intervention can reduce the risk factors for osteoporosis and
heart disease and early detection of problems such as breast disease and cancer,
can increase survival rates.

Clinical Research

The Network site is involved in clinical trials with major pharmaceutical
companies. This participation helps to bring new products to a clinical setting.
Clinical trials provide access to the most advanced therapies for patients and
Medical Providers and generate an additional revenue stream for the Company and
the Medical Providers.

Educational Programs

Multifaceted educational programs are designed to increase patient
compliance, attract new patients and educate women on related health care and
life quality issues. At the existing Network site, a quarterly women's health
digest is published and a 1-900 number is available to answer common questions
women have regarding their own health. The Women's Health Digest, which is
distributed nationally, includes articles on traditional and non-traditional
medical therapies as well as important breakthroughs in health care, and topics
that enhance the quality of life.

Effects of Third-Party Payor Contracts

Traditionally, ART services have been supported by a large self-pay
population and conventional infertility services have been largely covered by
indemnity insurance. Currently, there are several states which mandate offering
benefits of varying degrees for infertility. In some cases, the mandate is
limited to an obligation on the part of the payor to offer the benefit to
employers. In Massachusetts, Rhode Island, Maryland, Arkansas, Illinois and
Hawaii the mandate requires coverage of conventional infertility services as
well as ART treatments. Outside of mandated states, managed care payors have
traditionally covered conventional infertility but not ART services. There is a
growing trend of payors beginning to develop comprehensive coordinated benefits
through full service infertility and ART medical providers.

Over the past few years much attention has been focused on clinical
outcomes in managed care. Infertility is a disorder which naturally lends itself
to developing a managed care plan. First, infertility has a clearly defined
endpoint: an infertile couple either conceives or does not conceive. Second, the
treatment regimens and protocols used for treating infertile couples have
predictable outcomes that make it possible to develop statistical tables for the
probability of success. Third, it is possible to develop rational treatment
plans over a limited period of time for infertile couples.

The Company, through its RSC Division, has invested in information
technology that takes into consideration the cost structure of a full service
practice, the probability of achieving clinical success, and defined treatment
plans which result in improved outcomes and reduced costs. The Company estimates
that the majority of the couples participating in infertility and ART services
at a Network site, other than in Massachusetts, have greater than 50% of their
costs reimbursed by their health care insurance carrier. In Massachusetts, where
comprehensive infertility and ART services insurance reimbursement is mandated,
virtually all patient costs are reimbursed.

To the extent insurance reimbursement for ART services becomes more
widespread, the Company anticipates that the demand for such services will
increase. However, the enactment of health care reform legislation may adversely
affect reimbursement for ART and infertility services and thereby the demand for
such services may decrease. See Government Regulation.

<PAGE>

The majority of diagnostic and therapeutic services offered through the
Company's AWM Division are covered by third party payors. As these services
emphasize prevention and screening, they are expected to continue to be covered
by third party payors.

Reliance on Third-Party Vendors

The Network sites under the RSC Division are dependent on three
third-party vendors that produce patient fertility medications (lupron, metrodin
and fertinex)which are vital to the provision of ART services. Should any of
these vendors experience a supply shortage of medication, it may have an adverse
impact on the operations of the Network sites. To date, the Network sites under
the RSC Division have not experienced any such adverse impacts.

IntegraMed America Operations

Current Network Sites

The Company currently provides management support services at the
following Network sites (1):

Initial Management
Network Site Location Contract Date
------------ -------- -------------

REPRODUCTIVE SCIENCE CENTER DIVISION

Reproductive Science Center of Boston Waltham, MA July 1988
Reproductive Science Associates Mineola, NY June 1990
Institute of Reproductive Medicine and
Science of Saint Barnabas Medical Center Livingston, NJ December 1991
Reproductive Science Center of
Greater Philadelphia Wayne, PA May 1995
Reproductive Science Associates Kansas City, MO November 1995
Reproductive Science Center of Walter Reed
Army Medical Center Washington, DC December 1995

Reproductive Science Center of Dallas Carrollton, TX May 1996
Reproductive Science Center of the Bay Area
Fertility & Gynecology Medical Group San Ramon, CA January 1997(2)

ADULT WOMEN'S MEDICAL DIVISION
Women's Medical & Diagnostic Center Gainesville, FL June 1996 (3)

(1) On February 28, 1997, the Company entered into agreements to acquire
certain assets of and right to manage the Fertility Center of Illinois, a
five physician group practice with six locations currently recognized as
one of the largest speciality infertility and ART providers in the
country. The closing of this Pending Acquisition is conditioned upon the
Company's raising at least $6 million in capital over the next six months.

(2) On January 7, 1997, the Company acquired certain assets of the Bay
Area Fertility and Gynecology Medical Group, a California Partnership (
the "Partnership"), and acquired the right to manage the Bay Area
Fertility and Gynecology Medical Group, Inc., a California professional
corporation which is the successor to the Partnership's medical practice.
The aggregate purchase price was approximately $2.0 million, of which $1.5
million was paid by the Company in cash and $0.5 million was paid in the
form of the Company's Common Stock, or 333,333 shares of the Company's
Common Stock, at closing.

<PAGE>

(3) On June 7, 1996, INMD Acquisition Corp. ("IAC"), a Florida corporation and
wholly-owned subsidiary of the Company, acquired all of the outstanding
stock of three related Florida corporations (collectively "the Merger
Companies"), and 51% of the outstanding stock of the National Menopause
Foundation, Inc. ("NMF"), a related Florida corporation. Pursuant to the
Agreement, the Merger Companies were merged with and into IAC, the
surviving corporation in the Merger, which will continue its corporate
existence under the laws of the State of Florida under the name Adult
Women's Medical Center, Inc. ("AWMC"). In exchange for the shares of the
Merger Companies, the Company paid cash in an aggregate amount of $350,000
and issued 666,666 shares of Common Stock which had a market value of $2.5
million. In exchange for 51% of the outstanding stock of NMF, the Company
paid cash in an aggregate amount of $50,000 and issued a note in an amount
of $600,000, which is payable in sixteen quarterly installments of $37,500
beginning September 1, 1996 with simple interest at a rate of 4.16%. The
Merger Companies and NMF represent one of the locations under the Women's
Medical & Diagnostic Center ("WMDC").

Effective November 1996, the Company ceased operations at the Westchester
Network site which had been located in Port Chester, NY, due to this site's
continued revenue and contribution declines from prior years. The Westchester
Network site had a high cost hospital-based management contract with the Company
that could not compete effectively and the closing of this site marks the
Company's final transition from the higher cost structure pre-1995 management
contract model.

Effective January 31, 1997, the Company terminated its management
agreement with the Network site in East Longmeadow, MA. Concurrently, the
Medical Provider at the Boston Network site entered into an affiliate and
satellite agreement with the respective physician.

Management Services

The Company provides management services to Network sites in four areas of
expertise: clinical service, science and technology, administration and finance,
and marketing and practice development.

Clinical Service

In the RSC Division clinical arena, the Company provides the necessary
facilities, equipment, personnel, supplies and non-medical clinical support
staff to enable the Network sites to offer conventional infertility services and
an expanding array of advanced ART procedures. The Company's highly trained
personnel assist reproductive endocrinologists in refining clinical strategies
and improving protocols, quality assurance and risk management programs. The
Company has implemented and is continuing to enhance a customized infertility
database for analyzing clinical information and improving outcomes.

In the AWM Division clinical arena, the Company provides the necessary
facilities, equipment, personnel, supplies and non-medical clinical support
staff to enable the Network site to offer the latest available treatments in
adult women's health care and to participate in a variety of research contracts
with major pharmaceutical companies.

Science and Technology

In the RSC Division, the Company's science and technology expertise
provides reproductive and diagnostic laboratories at Network sites with advanced
protocols and equipment and highly trained certified personnel. The Company's
Network provides Medical Providers with the latest information on current
government regulations. The Company provides Medical Providers with the
opportunity to participate in clinical development projects that take new
technology from a research environment to the clinical setting. The Company's
affiliations with leading ART programs in academic and corporate laboratories --
including Monash University, Australia -- provide Network physicians with
preferential access to new clinical service developments and the ability to
acquire and implement new technologies.

<PAGE>

In the AWM Division, research grants from major pharmaceutical companies
provide Medical Providers with preferential involvement in cutting edge
therapies and generate an additional revenue stream for the Company and the
Medical Providers.

Finance and Administration

The Company's finance and administrative services encompass managing the
majority of financial, administrative, information systems, personnel and legal
issues, and recurring responsibilities at the Network sites, thereby enabling
the Medical Providers to devote their efforts on a concentrated and continuous
basis to the rendering of medical services to patients.

Accounting and Finance

The Company's accounting and finance services include billing and
collections, accounts payable and payroll, as well as, financial reporting and
planning. The Company's size enables it to group purchase supplies, equipment
and services at below market cost. The Company also finances new equipment,
facilities and accounts receivable for the Network sites.

Information Systems

The Company provides Network sites with access to local and wide area
networks with consulting capabilities across the country. Medical Providers are
able to access a number of customized practice and research based systems
designed by the Company for analyzing clinical data to support both their
clinical and business needs. Electronic medical records and a chart tracking
system are also available. All systems are supported by the Company's expert
in-house systems support team.

Human Resources

The Company provides services that assure that all factors relating to
both professional and non-professional staff are managed efficiently including:
recruitment/hiring/supervision of all appropriate non-medical positions,
comprehensive professional and practice liability insurance, and policy and
procedures.

Legal

Through the availability of in-house legal counsel, the Network sites have
ready access to expert legal advice and consultation in connection with all
legal aspects of their operations, including regulatory concerns.

Marketing and Practice Development

The Company's marketing and practice development competencies are
essential in positioning each Network site for continued growth and success. The
Company's marketing strategy focuses on revenue and referral enhancement,
relationships with local physicians, managed care contracting, and media and
public relations. Patients are targeted through the local medical community,
media and public relations, direct to consumer advertising, and managed care
contracting. For certain Network sites, the Company recruits, trains and manages
a Professional Liaison who is responsible for facilitating relationships with
the local medical community. Market concepts, materials and videotapes developed
at the Company's headquarters are customized for each Network site.

As the average ART program performs less than 100 procedures annually, the
Company's practice development strategy focuses on consolidating competitors in
major market areas in order to achieve the volumes necessary to drive bottom
line profitability. Additional infertility physicians are added to existing
locations to achieve multi-physician group practices with sizable market
presence. Integrating infertility physicians with ART facilities produces a full
service Medical Provider that can compete effectively for managed care contracts
and deliver superior results. "Same site growth" is facilitated by a balanced
approach to business development with referring physician programs, direct to
consumer marketing and managed care contracting. In well developed markets,
competition between Medical Providers is largely based on outcomes. Support from
the Company has proven to result in steadily increasing success rates; excellent
results support innovative outcome-based pricing.

<PAGE>

Most OB/GYN physicians concentrate their practice on GYN care as their
patient population ages. The Company's practice development strategy aims to
aggregate OB/GYN providers into group practices in defined market areas and then
provide them with new revenue streams by facilitating their access to diagnostic
technology, capital, management and research support.

The Company's management believes that the overall trend in the health
care industry of increases in managed care contracting will continue in the
markets currently served by the Company. In response to this trend, the Company
also assists Network sites in establishing managed care alliances to promote
long-term relationships that ensure a high-volume, cost effective practice.

Network Site Agreements

RSC Division

Management Agreement Model

Typically, under the Company's current management agreement model, the
Company enters into an obligation to pay a fixed sum for the exclusive right to
manage the practice of the Medical Provider, a portion or all of which is paid
at the contract signing with any balance to be paid in future annual
installments. The agreements are typically for terms of ten or twenty years. The
Company may guarantee the Medical Provider a certain amount of compensation
(i.e. medical practice distributions) during the first twelve months of the
agreement. In addition, the Company usually purchases the Medical Provider's
fixed assets and equipment and assumes the equipment and building leases; the
Medical Provider retains use of the assets, equipment and building during the
term of the management agreement.

All patient medical care at a Network site is provided by the Medical
Provider(s). The Company is typically responsible for recruiting and retaining
employees, independent contractors, laboratory technicians and such other
personnel as are necessary to provide technical, consultative and administrative
support for the patient services at the Network site. Such services may include
billing patients on behalf of the Medical Provider for services performed at the
Network site and any other services which are encompassed by the Company's
competencies as previously discussed. On a monthly basis during the term of the
agreement, the Company purchases the Network site's accounts receivable from the
Medical Provider. The Company may also advance funds to the Medical Provider to
provide new services, utilize new technologies, fund projects, provide working
capital or fund mergers with other physicians or physician groups. Advance
amounts are subject to interest charges and are to be repaid on a monthly basis
or as negotiated with the Company.

Either party may terminate the management agreement due to insolvency or
material breach of contract by the other party. Typically, if the agreement is
terminated by the Company, the Company shall receive the following from the
Medical Provider (i) either a 90 or a 180 day option to sell the Network site's
assets to the Medical Provider at their then net book value and to reassign any
existing equipment and leases, (ii) either a fixed percentage of the Network
site's preceding 12 months revenues or a fixed percentage of the excess of such
revenues over a specified benchmark and, (iii)if termination occurs during the
first five years of the agreement, any unamortized exclusive management right
fee rounded to the nearest calendar quarter (for certain agreements this
provision applies to the entire term of the agreement). If the agreement is
terminated by the Medical Provider, the Medical Provider will have either a 90
or a 180 day option to buy the site's assets from the Company at their then net
book value and to assume any existing equipment and office leases.

<PAGE>
In order to protect its investment and commitment of resources, the
Company may also enter into a Personal Responsibility Agreement ("PR Agreement")
with each of the physicians of a group practice (i.e, typically for a group
practice, the Medical Provider contracting with the Company is a professional
corporation ("PC") of which the physicians are the sole shareholders; in
addition, there may be physicians who are employees as opposed to shareholders
of the PC). If the physician should cease to practice medicine through the
respective contracted Medical Provider during the first five years of the
management agreement, except as a result of death or "permanent disability", the
PR Agreement obligates the physician to repay a rateable portion of the right to
manage fee paid by the Company to the Medical Provider. The PR Agreement also
contains covenants for the physician not to compete with the Company during the
term of his or her employment agreement with the Medical Provider and for a
period of up to three years thereafter; aggregate non-competition periods may
range from six to ten years. The non-compete provisions stipulate that should
the physician violate the covenant, he or she shall owe the Company management
fees in an amount determined according to the provisions of the PR Agreement.
The Company currently has PR Agreements with each of the physicians at the Bay
Area Network site and if the Pending Acquisition is consummated, the Company
will have PR Agreements with each of the physicians at the Fertility Center of
Illinois.

Revenue and Cost Recognition

The RSC Division's operations are currently comprised of eight management
agreements.

Under four of the agreements, the Company receives as compensation for its
management services a three-part management fee comprised of: i) a fixed
percentage of net revenues, ii) reimbursed cost of services (costs incurred in
managing a Network site and any costs paid on behalf of the site), and iii) a
fixed or variable percentage of earnings after the Company's management fees and
any guaranteed physician compensation, or an additional fixed or variable
percentage of net revenues. Direct costs incurred by the Company in performing
its management services and costs incurred on behalf of the Network site are
recorded in cost of services. If consummated, the Company's compensation
pursuant to the management agreement relating to the Pending Acquisition will
also be determined and recorded in this manner.

Under two management agreements, the Company consolidates its revenues and
expenses with those of the Network site's due to the Company's unilateral and
perpetual control over these items. Under these agreements, the Company records
all clinical revenues and, out of such revenues, the Company pays the Medical
Providers' expenses relating to the operation of the Network site including
physicians' and other medical fees, direct materials, etc. (the "Medical
Provider retainage"). Remaining revenue, if any, is used to reimburse the
Company for other direct administrative expenses which are recorded as cost of
services and/or to pay the Company a management fee. Under the arrangements
between the Company and the Medical Provider, the Company is responsible for
payment of all liabilities relating to the Network site's operations.

Two of the Company's Network sites are affiliated with Medical Centers.
Under one of these management agreements, the Company primarily provides
endocrine testing and administrative and finance services for a fixed percentage
of revenues and reimbursed costs of services. Under the second of these
management agreements, the Company's revenues are derived from certain ART
laboratory services performed, and directly billed to the patients by the
Company; out of these revenues, the Company pays its direct costs and the
remaining balance represents the Company's Network site contribution. All direct
costs incurred by the Company are recorded as cost of services.

AWM Division

Management Agreement Model

The Company believes that in states where a commercial enterprise is
prohibited from owning medical service companies, the model for management
agreements for the AWM Division will generally be the same as described above
for the RSC Division. Florida, where the Company's current Network site under
the AWM Division is located, does not prohibit commercial enterprises from
owning medical service companies, therefore, the Company was able to acquire a
direct ownership interest in this Network site. As a direct owner, the Company
entered into an employment agreement, inclusive of non-compete provisions, with
the Medical Providers. All patient medical care at a Network site is provided by
the Medical Providers and the Company's responsibilities are generally
consistent with those it has at Network sites under the RSC Division. In the
event the Medical Provider(s) employment agreement is terminated for any reason
other than death or permanent disability of the Medical Provider(s) during the
first five years, the Company shall receive from the Medical Provider(s) any
unamortized purchase price paid by the Company rounded to the nearest calendar
quarter.

<PAGE>
Revenue and Cost Recognition

The AWM Division's operations are currently comprised of one Network site
with three locations which are directly owned by the Company and a 51% interest
in NMF, a company which develops multifaceted educational programs regarding
women's healthcare and publishes a quarterly women's health digest. The Network
site is also involved in clinical trials with major pharmaceutical companies.

The Company bills and records all clinical revenues of the Network site
and records all direct costs incurred as cost of services. The Company retains
as Network site contribution an amount determined using the three-part
management fee calculation described above with regard to the RSC Division, and
the balance is paid as compensation to the Medical Providers and is recorded by
the Company in cost of services rendered. The Medical Providers receive a fixed
monthly draw which may be adjusted quarterly by the Company based on the
respective Network site's actual operating results.

Revenues in the AWM Division also include amounts earned under research
study contracts between the Network site and various pharmaceutical companies.
The Network site contracts with major pharmaceutical companies (sponsors) to
perform women's medical care research mainly to determine the safety and
efficacy of a medication. Based on the data collected from studies conducted by
the Network site and other non-related centers for major pharmaceutical
companies, the Food and Drug Administration (FDA) determines whether a
medication can be manufactured and made available to the public. Research
revenues are recognized pursuant to each respective research contract in the
period which the medical services (as stipulated by the research study protocol)
are performed and collection of such fees is considered probable. Net
realization is dependent upon final approval by the sponsor that procedures were
performed according to study protocol. Payments collected from sponsors in
advance for services are included in accrued liabilities, and costs incurred in
performing the research studies are included in cost of services rendered.

The Company's 51% interest in NMF is included in the Company's
consolidated financial statements. The Company records 100% of the revenues and
costs of NMF and will report the minority interest in any profits of NMF as a
separate expense line item on its consolidated statement of operations. Any
unpaid minority equity will be presented as a liability on the Company's
consolidated balance sheet.

Clinical Services Development

The Company invests in clinical service development programs in order to
expand and develop its business. For the years ended December 31, 1996, 1995 and
1994, approximately $323,000, $290,000, and $452,000, respectively, were charged
to clinical service development. The primary clinical service development
efforts in which these funds were expended are described below.

Various ART Services and Techniques

Since 1989 the Company has contracted with Monash University Melbourne,
Australia ("Monash") regarding various ART services and techniques. Monash is
one of the world leaders in the development of new ART technology. Monash (i)
pioneered the use of fertility medication to stimulate production of multiple
eggs in a single cycle, (ii) developed technology to successfully cryopreserve
human embryos and achieved the world's first human pregnancy with a
cryopreserved embryo, and (iii) achieved the first birth using a donated egg in
a woman with no ovaries.

The Company's original agreement with Monash provided for Monash to
conduct research in ART and human fertility which was funded by an annual
payment of 300,000 Australian dollars by the Company since 1989, the results of
which were jointly owned by the Company and Monash. Under the agreement, which
expired on June 30, 1995, Monash facilitated the transfer of the research and
development results to the Company by providing training and other services and
assisted the Company in introducing certain services and techniques, including
TET, ZIFT, micro insemination, cryopreservation of embryos, and immature oocyte
collection and maturation into the ART services offered at certain Network
sites. Effective July 1, 1995, the Company entered into a new three-year
agreement with Monash University which provides for Monash to conduct research
in ART and human fertility to be funded by a minimum annual payment of 220,000
Australian dollars by the Company, the results to be jointly owned by the
Company and Monash. If certain milestones are met as specified in the agreement,
the Company's annual payment may be a maximum of 300,000 Australian dollars in
year two and 380,000 Australian dollars in year three. Minimum payments of
55,000 Australian dollars and payments for the attainment of certain research
milestones will be made quarterly throughout the term of the agreement, July 1,
1995 through June 30, 1998.
11

<PAGE>

Immature Oocyte Services and Related Technologies

The Company sponsored research at Monash led to the world's first birth of
a healthy infant from immature oocyte technology in 1994. Immature oocyte
services use transvaginal ultrasound-guided aspiration to obtain immature
oocytes from a woman's ovaries, subsequent maturation and fertilization of the
oocytes in vitro, and transfer of one or more of the resulting embryos into the
woman's uterus for development of a possible pregnancy. A major anticipated
benefit of this technology is that it may facilitate treatment of infertility
without the use of drugs to stimulate follicular development. This would
eliminate risks and side effects associated with such drugs including hyper
stimulation of the ovaries. A speculative, although unproven, risk of ovarian
cancer from fertility drugs would also be eliminated by application of immature
oocyte technology. The results from the Monash study have been reported at
scientific and medical conferences and published in peer-reviewed journals. The
Company continues to sponsor this research and the Boston Network site is
currently attempting to improve the procedure and has undertaken a limited
clinical study to determine the efficacy of the immature oocyte clinical and
laboratory technology.

Genetic Services

Since 1994, the Company has had a collaborative arrangement with
Integrated Genetics ("IG"), a leading United States company specializing in the
diagnosis of genetic disease and a division of Genzyme Corporation, to transfer
preimplantation genetic testing from its current research center applications
into a clinical service available at the Network sites. The Company and IG
mutually agreed to terminate this contract in December 1996 with the Company
retaining the right to use the technology developed during the term of this
contract. The Company currently has several patients under treatment and is
awaiting the outcome of such treatment to ensure that the technology has been
successfully transferred from laboratory research protocol to the clinical
service protocol that the Company has developed.

Preimplantation embryo genetic testing (the fusion of advances in genetic
testing and embryology) has the potential to offer infertile couples utilizing
ART services a higher probability of the birth of a healthy baby after
fertilization, as well as offering fertile couples at high risk of transmitting
a genetic disorder the option to utilize ART services to achieve pregnancy with
a higher degree of certainty that the fetus will be free of the genetic disorder
for which it was tested. Successful births following preimplantation embryo
genetic testing have been reported by a limited number of medical research
institutions in the United States and abroad.

The Company believes the use of preimplantation embryo genetic tests, when
and if available, will enable the Network sites to expand their patient base for
ART services to fertile couples at high risk of transmitting a genetic disorder.
Such couples may seek to utilize the ART option, in conjunction with
preimplantation embryo genetic tests, to increase the probability that the
pregnancy and fetus will be free of the disorder.

Competition

The infertility industry is highly fragmented and competitive. Currently
in the United States, there are approximately 600 physicians that are identified
as reproductive endocrinologists with sub-specialty training in infertility and
approximately 300 facilities that provide ART services. Approximately half of
such ART facilities are located at university teaching and community hospitals
and the other half are free standing physician practice based. In well developed
competitive markets, competition between Medical Providers is largely based on
outcomes. The limited availability of infertility experts and suitable Medical
Providers, the evolving technology, and the changing regulatory requirements may
adversely affect the Company. In addition, the industry is characterized by
technological improvements and new ART techniques may be developed which may
outmode or render obsolete the ART techniques currently employed at certain
Network sites. Further, major health care corporations and/or physician practice
management companies may decide to enter the industry and compete with the
Company for acquisitions or management, thereby negatively impacting the
Company's expansion opportunities.

<PAGE>
Although the reproductive science activities of the Company are the
foundation of its business and the Company believes such activities will offer
continued growth over the foreseeable future, the overall market is finite and
growth is limited with increasing competition. With the Company's extension of
its expertise into adult women's health, the Company believes it is opening up a
significantly larger area of opportunity for which it is uniquely qualified.

The adult women's health market has not, to the Company's knowledge, been
identified by any national competitor. The medical conditions which frequently
emerge at menopause are commonly treated by obstetricians/gynecologists, primary
care physicians and cardiologists. In addition, diagnostic screening services
are commonly provided in hospitals and free-standing radiology group practice
settings. A number of physician practice management companies have emerged with
a special focus on women's health - mostly related to routine obstetrics and
gynecology, not with a specialty focus on menopause or adult women. In addition,
private practice physician groups often contract with third party sponsors to
perform clinical trials relating to women's health care. However, the Company is
not aware of there being any significant competitors focused on clinical trials
specific to women's health care.

Government Regulation

Federal and state regulatory requirements affect the Company's method of
operations. All services and the relationships between the Company and the
medical institutions and medical groups providing the patient medical care at
the Network sites have been designed to comply with existing laws and
regulations. However, existing laws and regulations may be interpreted or
applied in a manner, and/or new laws and regulations may be adopted, which would
adversely impact the Company's operations.

State laws generally prohibit a commercial enterprise, such as the
Company, from engaging in the practice of medicine and physicians and other
health care providers from receiving fees for patient referrals or from engaging
in fee-splitting. In addition, certain states have laws which generally prohibit
physicians from referring patients to entities where the physician has a
financial relationship, a prohibition which the United States Congress is also
considering. In this respect, legislation in New York generally prohibits
physicians from referring patients to a laboratory where the physician has a
financial relationship. The Company believes that each Network site is in
compliance with all applicable state laws.

State licenses are generally required for the operation of endocrine
laboratories. The Company or the Network sites have obtained licenses for the
Boston, New Jersey, Philadelphia, Kansas City, and Bay Area Network sites which
provide endocrine testing services.

With the increased utilization of ART services, government oversight of
the ART industry has increased and legislation has been adopted or is being
considered in a number of states regulating the storage, testing and
distribution of sperm, eggs and embryos. Federal legislation has been enacted
requiring certification of laboratories that handle biological matter, such as,
eggs, sperm and embryos. The Company believes it is currently in compliance with
such legislation where failure to comply would subject the Company to sanctions
by regulatory authorities, which could adversely affect the Company's
operations.

The Company expects that there will be continued pressure on
cost-containment throughout the U.S. health care system. The Company anticipates
that Congress and state legislatures will continue to review and assess
alternative health care delivery systems and payment methodologies and public
debate of these issues will likely continue in the future. Due to uncertainties
regarding the ultimate features of reform initiatives and their enactment and
implementation, the Company cannot predict which, if any, of such reform
proposals will be adopted, when they may be adopted or what impact they may have
on the Company; however, the exclusion of ART services as a health care benefit
could adversely affect the Company's operations.

Employees

As of February 28, 1997, the Company had 185 employees, 7 of whom are
executive management, 163 are employed at the Network sites, and 22 are employed
at the Company's headquarters. Of the Company's employees, 31 persons at the
Network sites and 4 at the Company's headquarters are employed on a part-time
basis. The Company is not party to any collective bargaining agreement and
believes its employee relationships are good.

<PAGE>

Directors and Executive Officers of the Registrant

The executive officers and directors of the Company are as follows:

Name Age Position
---- --- --------

Gerardo Canet 51 Chairman of the Board, President, Chief
Executive Officer, and Director

Peter Callan 39 Vice President, Central Region

Lois A. Dugan 52 Vice President, Northeast Region

Jay Higham 38 Vice President, Marketing and Development

Dwight P. Ryan 39 Vice President, Chief Financial Officer,
Treasurer and Secretary

Glenn G. Watkins 45 Vice President, President of Adult Women's
Medical Division

Donald S. Wood, Ph.D. 52 Vice President, Chief Operating Officer of
Reproductive Science Center Division

Vicki L. Baldwin 51 Director

Elliott D. Hillback, Jr. (1) 52 Director

Sarason D. Liebler (1) (3) 60 Director

Patricia M. McShane, M.D. 48 Director

Lawrence J. Stuesser (1) (2) 54 Director

(1) Member of Audit Committee and Compensation Committee.
(2) Chairman of Compensation Committee.
(3) Chairman of Audit Committee.

GERARDO CANET became President, Chief Executive Officer and a director of
the Company effective February 14, 1994 and the Chairman of the Board effective
April 19, 1994. For approximately five years prior to joining the Company, Mr.
Canet held various executive management positions with Curative Health Services,
Inc., most recently as Executive Vice President and President of its Wound Care
Business Unit. From 1979 to 1989, Mr. Canet held various management positions
with Kimberly Quality Care, Inc. (and a predecessor company), a provider of home
health care services, most recently from 1987 to 1989 as Executive Vice
President, Chief Operating Officer and a director of Kimberly Quality Care, Inc.
Mr. Canet earned an M.B.A. from Suffolk University and a B.A. in Economics from
Tufts University. Mr. Canet has been a director of Curative Health Services,
Inc. since July 1991.

PETER CALLAN became Vice President of Operations for the Central Region in
August 1995. For two years prior to joining the Company, Mr. Callan performed
volunteer services in Papua, New Guinea teaching health and business management.
From 1990 to 1993, Mr. Callan held the position of Regional Vice President with
Kimberly Quality Care, Inc., a provider of home care services. For six years
prior thereto, Mr. Callan held various management positions with Kimberly
Quality Care. Mr. Callan earned his R.N. at Davnets School of Nursing, Ireland
and a diploma in gerontology from Queens University, Belfast, Ireland.

LOIS A. DUGAN became Vice President of Operations for the Northeast Region
in April 1994. For two years prior to joining the Company, Ms. Dugan was
President of KQC Staffing, a division of Olsten Kimberly Quality Care. From
January 1990 to March 1992, Ms. Dugan was President of Personal Care Health
Services, a provider of home care services. Ms. Dugan earned her M.A. from New
York University and her R.N. at Flushing Hospital Medical Center.

<PAGE>
JAY HIGHAM became Vice President of Marketing and Development in October
1994. For four years prior to joining the Company, Mr. Higham held a variety of
executive positions, the most current of which was as Vice President of Health
Systems Development for South Shore Hospital and South Shore Health and
Education Corporation where he developed and implemented a strategy for
integration with physician group practices and managed care payors. Mr. Higham
earned an M.H.S.A. from George Washington University.

DWIGHT P. RYAN became Secretary of the Company in March 1994, Vice
President in November 1993, Chief Financial Officer in February 1993, and has
been Treasurer since December 1990. Mr. Ryan served as Controller from December
1989 through January 1993 and as an executive employee of the Company from
December 1987 to December 1989. For more than two years prior to joining the
Company, Mr. Ryan was financial manager of CenterCore, a corporation newly
organized to manufacture office furniture. Mr. Ryan holds a B.A. from Lynchburg
College.

GLENN G. WATKINS joined the Company in February 1997 as a corporate Vice
President and as its President of the Adult Women's Medical Division. During
1996, Mr. Watkins headed his own healthcare consulting firm specializing in
physician integration and practice management services. Previously, Mr. Watkins
held numerous executive management positions over his 24-year career at Morton
Plant Mease Health Care, Inc., a provider of integrated health services in Tampa
Bay, Florida, including the position of President for various subsidiaries from
1988 through 1996. Mr. Watkins holds an M.S. in Management from the University
of South Florida, a B.A. from the University of South Florida and an A.R.R.T.
certification in Radiological Technology.

DONALD S. WOOD, PH.D. joined the Company in April 1991 as its Vice
President of Genetics. In 1997, Dr. Wood was promoted to Vice President, Chief
Operating Officer of Reproductive Science Center Division. From 1989 through
March 1991, Dr. Wood was the Executive Vice President and Chief Scientific
Officer of Odyssey Biomedical Corp., a genetic testing company which he
co-founded and which was acquired by IG Labs, Inc. in December 1990. Dr. Wood
received a Ph.D. in Physiology from Washington State University and completed a
post-doctoral fellowship in neurology at the Columbia/Presbyterian Medical
Center in New York, where he subsequently was appointed an Assistant Professor
of Neurology.

VICKI L. BALDWIN is the mother of two children conceived at the Monash IVF
Program in Melbourne, Australia, and a founder of the Company. Ms. Baldwin is
currently a director of the Company and was an executive officer and a director
from its inception through December 1995. Prior to founding the Company, Ms.
Baldwin worked as a management consultant for McKinsey and Company, Inc. in
Australia. Ms. Baldwin has recently joined Oxford Health Plans, Inc. where she
is focusing on an initiative aimed at implementing a new model for developing
and financing specialty women's health services. Ms. Baldwin earned a B.A. in
Biology and Chemistry with High Honors from the University of Delaware, received
an M.Ed. from the University of Houston, and an M.B.A. in International Business
and Finance from New York University. Ms. Baldwin is a past president of Women
in Management and serves on the Board of Directors of RESOLVE, Inc., the
national, nonprofit organization serving the needs of infertile couples.

ELLIOTT D. HILLBACK, JR. was elected a director of the Company in June
1992. Mr. Hillback is a Senior Vice President of Genzyme Corp., a position he
has held since July 1990, and from July 1991 to September 1996 he has also
served as the President and Chief Executive Officer of Integrated Genetics, a
division of Genzyme Corp. See "Business -- Clinical Services Development-
Genetic Services." For one year prior to joining Genzyme Corp., Mr. Hillback was
President and Chief Executive Officer of Cellcor Therapies, Inc., a
biotechnology company, and for six years prior thereto was employed by The BOC
Group, Inc. in its human health care product group, as President of Glasrock
Home Health Care, Inc. Most recently, Mr. Hillback was elected a director for
Aquila Biopharmaceuticals, Inc. Mr. Hillback has a B.A. from Cornell University
and an M.B.A. from Harvard Business School.

SARASON D. LIEBLER was appointed a director of the Company in August 1994.
Mr. Liebler is President of SDL Consultants, a privately-owned consulting firm
engaged in rendering general business advice. From February 1985 to December 1,
1991, Mr. Liebler served as Chief Executive Officer of American Equine Products,
Inc. and served as a director of that company from February 1985 to November
1992. American Equine Products, Inc., manufactured and distributed horse health
care products and was a franchisor of retail pet stores and a distributor of pet
products. American Equine Products, Inc. filed for bankruptcy in September 1991.
During the past 20 years, Mr. Liebler has been a director and/or officer of a
number of companies in the fields of home health care, clinical diagnostics,
high density optical storage and sporting goods.

<PAGE>

PATRICIA M. MCSHANE, M.D. was elected a director of the Company in March
1997 and was a Vice President of the Company in charge of medical affairs from
September 1992 through February 28, 1997. Since May 1988, Dr. McShane has been,
and currently is, the Medical Director of the Boston Network site and has also
been, and currently is, engaged in the private practice of medicine,
specializing in infertility. For four years prior thereto, Dr. McShane was the
Director of the IVF program at Brigham and Women's Hospital in Boston. Dr.
McShane has held various positions at Harvard University School of Medicine,
including Assistant Professor of Obstetrics and Gynecology. Dr. McShane
graduated from Tufts University School of Medicine and is board certified in
reproductive endocrinology and infertility.

LAWRENCE J. STUESSER was elected a director of the Company in April 1994.
Since June 1996, Mr. Stuesser has held the position of President and CEO of
Computer People Inc., the U.S. subsidiary of London-based Delphi Group. From
July 1993 to May 1996, he was a private investor and business consultant. Mr.
Stuesser was elected Chairman of the Board in July 1995 and has been a director
of Curative Health Services, Inc. since 1993. Mr. Stuesser was Chief Executive
Officer of Kimberly Quality Care, Inc. from 1986 to July 1993, at which time
that Company was acquired by the Olsten Company. Mr. Stuesser holds a B.B.A. in
accounting from St. Mary's University.

In connection with the Company's acquisition of WMDC in June 1996, Morris
Notelovitz, M.D., Ph.D. (the "Physician") became a member of the Company's Board
of Directors, and under two long term employment agreements (the "Employment
Agreements"), one being with the Company and the other with AWMC, the Physician
agreed to serve as Vice President for Medical Affairs and Medical Director of
the AWM Division and agreed to provide medical services under the AWM Division,
as defined, respectively. Effective January 1, 1997, Dr. Notelovitz resigned
from his position as a director of the Company and terminated the Employment
Agreements (medical services under the Employment Agreement with AWMC will be
terminated effective March 31, 1997). Currently, Dr. Notelovitz is a greater
than 5% shareholder of the Company's outstanding Common Stock and a consultant
to the Company.

ITEM 2. Properties

In January 1995, the Company relocated its headquarters and executive
offices to an office building in Purchase, New York where it occupies
approximately 8,000 square feet under a lease expiring April 14, 2000 at a
monthly rental of $12,671, increasing annually to $15,339 per month in January
1999.

The Company leases, subleases, and/or occupies, pursuant to its management
agreements, each Network site space from either third-party landlords or from
the Medical Provider(s). Costs associated with these agreements are included in
either "Medical Provider retainage" or in "Cost of services rendered" and, with
regard to agreements entered into in 1995 and thereafter, such costs are
typically reimbursed to the Company as part of its management fee; reimbursed
costs are included in "Revenues, net".

The Company believes its executive offices and the space occupied by the
Network sites are adequate.

ITEM 3. Legal Proceedings

On or about December 14, 1994, a holder of the Company's Series A
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock")
commenced a class action, Bernstein v. IVF America, et. al, in the Chancery
Court of New Castle County, Delaware, against the Company and its Directors
asserting that the Company's offer to convert each share of Convertible
Preferred Stock into three shares of the Company's Common Stock plus $.20 in
cash (the "Conversion Offer") had triggered the anti-dilution provisions of the
Certificate of Designations (which sets out the rights and privileges of the
Convertible Preferred Stock) and that this necessitated an adjustment of the
conversion rate of the Convertible Preferred Stock remaining outstanding. On
September 5, 1996, the plaintiff in Bernstein v. IVF America, et.al. withdrew
his appeal of the Delaware Court of Chancery's earlier decision denying the
plaintiff's claim that Preferred Stockholders were entitled to expanded
anti-dilution rights as a result of the Company's November 1994 Conversion Offer
with respect to the Preferred Stock. As a result of the plaintiff's appeal being
withdrawn, the case has been dismissed.

<PAGE>

In November 1994, the Company was served with a complaint in a matter
captioned Karlin v. IVF America, et. al., pending in the Supreme court of the
State of New York, County of Westchester. The suit also named, as co-defendants,
Vicki L. Baldwin, a Director of the Company, United Hospital and Dr. John
Stangel. The action purported to be a class-action, initiated by plaintiffs on
behalf of themselves and a class of persons similarly situated. Class action
certification was vigorously and substantively disputed in a motion currently
pending before the Court. The Complaint alleged that the defendants,
individually and collectively, had, in the communication of clinical outcome
statistics, inaccurately stated success rates or failed to communicate medical
risks attendant to ART procedures. These allegations gave rise to the central
issue of the case, that of informed consent. The plaintiffs' application for
class certification in Karlin v. IVF America, Inc. et al, filed in Supreme
Court, Westchester County, New York, has been denied by the Court. The Court
ruled that the potential class of patients treated at the IVF America Program at
United Hospital did not meet the criteria for class action status as required by
New York law. In particular, the Court reached this conclusion because,
"individualized and varied issues arising out of the particular physician-
patient relationship, more aligned with the issue of lack of informed consent,
tend to predominate." While plaintiffs have appealed, the Company is pleased by
this decision, sustaining the individualized nature of treatment at IntegraMed
America (formerly IVF America) Network sites, and intends to defend vigorously
the Court's ruling.

There are several other legal proceedings to which the Company is a party.
In the Company's view, the claims asserted and the outcome of these proceedings
will not have a material adverse effect on the financial position or the results
of operations of the Company.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

<PAGE>

PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters

The Company's Common Stock has been traded on the Nasdaq National Market
under the symbol "INMD" since the Company's formal name change in May 1996 and
prior to the name change under the symbol "IVFA" since May 21, 1993. Prior
thereto, the Company's Common Stock had been trading on the Nasdaq Small Cap
Market since October 8, 1992. The Company's Series A Cumulative Convertible
Preferred Stock (the "Preferred Stock") had been traded on the Nasdaq National
Market under the symbol IVFAP from May 21, 1993 through February 8, 1996, when
the Preferred Stock failed to continue to meet the continued listing
requirements of the Nasdaq National Market as a result of a decrease of the
number of holders of Preferred Stock ("Preferred Stockholders") to below 400 due
to the acceptance by a large number of the Preferred Stockholders of the Offer
(as defined below). Effective February 9, 1996, the Company's Preferred Stock
has been traded in the Over-the- Counter (OTC) market under the symbol "INMDP".
The following table sets forth the closing high and low sales prices for the
Common Stock and the Preferred Stock during 1995 and 1996.

Common Stock
---------------------
High Low
---- ---
1995
----
First Quarter........... $1.88 $ .94
Second Quarter.......... 2.44 1.31
Third Quarter........... 3.25 1.81
Fourth Quarter.......... 3.81 1.94

1996
----
First Quarter........... $3.75 $2.31
Second Quarter.......... 4.18 2.00
Third Quarter........... 3.50 2.25
Fourth Quarter.......... 2.62 1.25

Convertible
Preferred Stock
-----------------------
High Low
----- -----
1995
----
First Quarter.......... $4.75 $3.50
Second Quarter......... 5.75 4.00
Third Quarter.......... 7.38 5.38
Fourth Quarter......... 7.50 5.75

1996
----
First Quarter........... $12.00 $3.00
Second Quarter.......... 17.00 6.75
Third Quarter........... 13.37 10.00
Fourth Quarter.......... 5.75 5.50

On February 28, 1997, there were approximately 273 and 3 holders of record
of the Common Stock and Preferred Stock, respectively, excluding beneficial
owners of shares registered in nominee or street name.

The Company has never paid a cash dividend on the Common Stock and does
not anticipate the payment of any cash dividends on the Common Stock in the
foreseeable future.

<PAGE>

On October 7, 1994, the Company offered to the Preferred Stockholders of
the 2,000,000 outstanding shares of the Company's Preferred Stock the ability to
convert each share of Preferred Stock into 3.0 shares of the Company's Common
Stock, $.01 par value per share, and $.20 in cash (the "Offer"). Upon expiration
of the Offer on November 10, 1994 and pursuant to its terms, 1,136,122 shares of
Preferred Stock were accepted for conversion into 3,408,366 shares of Common
Stock and $227,224 in cash. In connection with the Offer, five-year warrants to
purchase 70,826 shares of Common Stock at $1.25 per share were issued to Raymond
James & Associates, Inc.

On June 6, 1996, the Company made a new conversion offer (the "Second
Offer") to the holders of the 773,878 outstanding shares of the Company's
Preferred Stock. Under the Second Offer, Preferred Stockholders received four
shares of the Company's Common Stock upon conversion of each share of Preferred
Stock and respective accrued dividends subject to the terms and conditions set
forth in the Second Offer. The Second Offer was conditioned upon a minimum of
400,000 shares of Preferred Stock being tendered; provided that the Company
reserved the right to accept fewer shares. Upon expiration of the Second Offer
on July 17, 1996, and pursuant to its terms, 608,234 shares of Preferred Stock
were accepted for conversion into 2,432,936 shares of Common Stock, or 78.6% of
the Preferred Stock outstanding, constituting all the shares validly tendered.
Upon consummation of the Second Offer, there were 9,198,375 shares of the
Company's Common Stock outstanding and 165,644 shares of Preferred Stock
outstanding. As a result of the conversion, the Company reversed approximately
$973,000 in accrued dividends from its balance sheet and $6.1 million of
liquidation preference has been eliminated.

Dividends on the Preferred Stock are payable at the rate of $.80 per share
per annum, quarterly on the fifteenth day of August, November, February and May
of each year commencing August 15, 1993. In May 1995, as a result of the
Company's Board of Directors suspending four quarterly dividend payments,
holders of the Preferred Stock became entitled to one vote per share of
Preferred Stock on all matters submitted to a vote of stockholders, including
election of directors; once in effect, such voting rights are not terminated by
the payment of all accrued dividends. The Company does not anticipate the
payment of any cash dividends on the Preferred Stock in the foreseeable future.
As of February 28, 1997, eleven quarterly dividend payments have been suspended
resulting in $364,000 of dividend payments being in arrears.

As a result of the issuance of the Common Stock pursuant to the Company's
acquisition of WMDC in June 1996 and its new asset purchase and management
agreement with the Bay Area Fertility and Gynecology Medical Group in January
1997, and the anti-dilution rights of the Preferred Stock, the conversion rate
of the Preferred Stock is subject to increase and each share of Preferred Stock
is now convertible into Common Stock at a conversion rate equal to 1.5664 shares
of Common Stock for each share of Preferred Stock.

On November 30, 1994, the Company announced it may purchase up to 300,000
shares of its outstanding Preferred Stock at such times and prices as it deems
advantageous. The Company has no commitment or obligation to purchase any
particular number of shares, and it may suspend the program at any time. As of
February 28, 1997, there were 165,644 shares of Preferred Stock outstanding.

<PAGE>

ITEM 6. Selected Financial Data

The following selected financial data are derived from the Company's
consolidated financial statements and should be read in conjunction with the
financial statements, related notes, and other financial information included
elsewhere in this Annual Report on Form 10-K.
<TABLE>
<CAPTION>

Statement of Operations Data:

Years ended December 31,
1996 1995 1994 1993 1992
-------- -------- --------- --------- -------
(in thousands, except per share amounts)

<S> <C> <C> <C> <C> <C>
Revenues, net................................ $18,343 $16,711 $17,578 $16,025 $13,806
Medical Provider retainage................... 2,680 3,063 3,824 4,605 3,936
--------- -------- -------- --------- ---------
Revenues after Medical Provider retainage.... 15,663 13,648 13,754 11,420 9,870
Costs of services rendered................... 12,398 9,986 10,998 10,222 7,257
-------- -------- -------- -------- ---------
Network sites' contribution.................. 3,265 3,662 2,756 1,198 2,613
--------- -------- --------- --------- ---------
General and administrative expenses.......... 4,339 3,680 3,447 3,079 2,071
Equity in loss of Partnerships (1)........... -- -- -- 1,793 876
Total other (income) expenses
(including income taxes)................... 416 (88) 123 923 1,622
--------- ---------- ---------- ---------- ---------
Net income (loss)............................ (1,490) 70 (814) (4,597) (1,956)
Less: Dividends accrued and/or paid on
Preferred Stock........................... 132 600 1,146 748 --
--------- ---------- --------- ---------- --------
Net loss applicable to Common Stock.......... $ (1,622) $ (530) $ (1,960) $ (5,345) $ (1,956)
======== ========= ======== ======== ========
Net loss per share of Common Stock
before consideration for induced
conversion of Preferred Stock (2)......... $ (0.21) $ (.09) $ (0.32) $ (1.14) $ (.94)
========= ========== ========= ========= ==========
Weighted average number of shares of
Common Stock and Common Stock
equivalents outstanding.................. 7,602 6,087 6,081 4,680 2,042
========= ========= ========= ========= =========

Balance Sheet Data:
As of December 31,
1996 1995 1994 1993 1992
-------- --------- --------- --------- ------
(in thousands)

Working capital (3).......................... $ 7,092 $10,024 $ 11,621 $ 14,435 $ 2,773
Total assets (3)............................. 20,850 18,271 17,733 20,238 8,722
Total indebtedness (4)....................... 2,553 1,889 356 708 977
Accumulated deficit.......................... (21,190) (19,700) (19,770) (18,956) (14,359)
Shareholders' equity......................... 14,478 12,931 13,819 16,532 5,023

(1) Effective September 1, 1993 and December 31, 1993, the Company dissolved
its 50% partnership interests in the Pennsylvania and Michigan
Partnerships, respectively, which had been accounted for under the equity
method. The management fees therefrom were reported under "Revenues, net"
in the Statement of Operations.

(2) Refer to Note 10 - Shareholders' Equity to the Company's Consolidated
Financial Statements - regarding the impact of the Company's Second Offer
on net loss per share in 1996.

(3) Includes controlled assets of certain Medical Providers of $650,000,
$1,759,000, $2,783,000, $3,148,000, and $1,401,000 at December 31, 1996,
1995, 1994, 1993 and 1992, respectively.

(4) Total indebtedness as of December 31, 1996 and 1995 included $1,435,000 and
$1,275,000 of exclusive management rights obligation, respectively.

</TABLE>
20

<PAGE>

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto included elsewhere in
this Annual Report on Form 10-K.

General

In 1996 and early 1997, the Company implemented certain measures to
position it for growth and improved financial performance. These measures
included broadening its service base to include peri- and post-menopausal
services by establishing the Adult Women's Medical Division (the "AWM
Division"), the acquisition and/or signing of new management contracts,
termination of unprofitable contracts, and a successful Preferred Stock
conversion offer.

The Company broadened its focus from only infertility to speciality
women's health care services. In connection therewith, the Company established
two divisions: the Reproductive Science Center Division (the "RSC Division")
that concentrates on infertility and assisted reproductive technology services
and the AWM Division that concentrates on comprehensive diagnostic and treatment
alternatives to peri- and post-menopausal women, including clinical research
pursuant to contracts with pharmaceutical companies related to the treatment of
health issues common to peri- and post-menopausal women. To more accurately
reflect its broadened focus, the Company changed its name from "IVF America,
Inc." to "IntegraMed America, Inc." in 1996.

In 1996, the Company acquired one Network site in the RSC Division and one
Network site with three locations to establish the AWM Division. This latter
Network site is comprised of two physician practices which were separately
acquired in 1996 and then merged, and a newly established medical office. In
January 1997, under the RSC Division, the Company acquired certain assets of and
the right to manage a three physician group practice in the San Francisco area
marking its first entry into the West Coast market. On February 28, 1997, the
Company entered into agreements to acquire certain assets of and the right to
manage the Fertility Center of Illinois, a five physician group practice with
six locations in the Chicago area (the "Pending Acquisition"). The aggregate
purchase price for the Pending Acquisition is $6 million in cash plus shares of
the Company's Common Stock, ranging from 666,667 to 1.0 million shares, the
exact number of which to be determined based on the then current market price of
the Common Stock, as defined. The closing of the Pending Acquisition is
conditioned upon the Company's raising at least $6 million in capital over the
next six months. If consummated, the Pending Acquisition will be the largest
acquisition by the Company to date as part of its series of acquisitions over
the last eighteen months.

Revenues for 1996 were approximately $18.3 million, an increase of 9.8%
compared to approximately $16.7 million for 1995. Net loss was $1.5 million in
1996 compared to net income of $70,000 in 1995. The net loss was largely due to
non-recurring charges and operating losses of $581,000 associated with the
closing of the Westchester Network site under the RSC Division and to
non-recurring charges and operating losses of $522,000 associated with the
development of the new AWM Division. The Westchester Network site had a high
cost hospital-based management contract with the Company that could not compete
effectively and the closing of this site marks the Company's final transition
from the higher cost structure pre-1995 management contract model. Costs
incurred for the AWM Division primarily related to Medical Providers and to the
development of three new medical office locations. In addition, effective
January 31, 1997, the Company terminated its management agreement with the
Network site in East Longmeadow, MA and concurrently, the Medical Provider at
the Boston Network site entered into an affiliate and satellite agreement with
the respective physician.

In the third quarter, the Company accepted for conversion 78.6% of its
then outstanding Preferred Stock. As a result of the conversion, the Company
reversed $973,000 in accrued dividends from its balance sheet and the conversion
has saved the Company from accruing annual dividends of $486,000 and the need to
include these dividends in earnings per share calculations.

<PAGE>

Revenue and Cost Recognition

RSC Division

The RSC Division's operations are currently comprised of eight management
agreements.

Under four of the agreements, the Company receives as compensation for its
management services a three-part management fee comprised of: (i) a fixed
percentage of net revenues, ii) reimbursed cost of services (costs incurred in
managing a Network site and any costs paid on behalf of the site), and iii) a
fixed or variable percentage of earnings after the Company's management fees and
any guaranteed physician compensation, or an additional fixed or variable
percentage of net revenues. Direct costs incurred by the Company in performing
its management services and costs incurred on behalf of the Network site are
recorded in cost of services. If consummated, the Company's compensation
pursuant to the management agreement relating to the Pending Acquisition will
also be determined and recorded in this manner.

Under two management agreements, the Company consolidates its revenues and
expenses with those of the Network site's due to the Company's unilateral and
perpetual control over these items. Under these agreements, the Company records
all clinical revenues and, out of such revenues, the Company pays the Medical
Providers' expenses relating to the operation of the Network site including
physicians' and other medical fees, direct materials, certain hospital contract
fees, etc. (the "Medical Provider retainage"). Remaining revenue, if any, is
used to reimburse the Company for other direct administrative expenses which are
recorded as cost of services and/or to pay the Company a management fee. Under
the arrangements between the Company and the Medical Provider, the Company is
responsible for payment of all liabilities relating to the Network site's
operations.

AWM Division

The AWM Division's operations are currently comprised of one Network site
with three locations which are directly owned by the Company and a 51% interest
in the National Menopause Foundation ("NMF"), a company which develops
multifaceted educational programs regarding women's healthcare and publishes a
quarterly women's health digest. The Network site is also involved in clinical
trials with major pharmaceutical companies.

<PAGE>
The Company's 51% interest in NMF is included in the Company's
consolidated financial statements. The Company records 100% of the revenues and
costs of NMF and will report the minority interest in any profits of NMF as a
separate expense line item on its consolidated statement of operations. Any
unpaid minority equity will be presented as a liability on the Company's
consolidated balance sheet.

Results of Operations

Calendar Year 1996 Compared to Calendar Year 1995

Revenues for 1996 were approximately $18.3 million, an increase of 9.8%
compared to approximately $16.7 million for 1995. The increase in revenues was
due to revenues related to Network sites acquired in the second and fourth
quarters of 1995 and the second quarter of 1996. In addition, the Company
experienced a 7.1% increase in revenue at the Boston Network site attributable
to higher volume and a 11.7% increase in revenue at the Long Island Network site
due to an increase in volume which was primarily attributable to operational
changes effected at the Long Island Network site in mid- 1995. These increases
were partially offset by a 52.9% decrease in revenues related to the Westchester
Network site attributable to lower volume and the closing of such site in
November 1996, and the effects of the Company's new management contract related
to the New Jersey Network site pursuant to which the Company's revenues now
consist of a fixed percentage of the New Jersey Network site's revenues and
reimbursed costs of services, as opposed to 100% of this Network site's
revenues.

Medical Provider retainage for 1996 was approximately $2.7 million, a
decrease of 12.5%, compared to approximately $3.1 million in 1995, primarily due
to the decrease in volume and a negotiated reduction in hospital contract fees
at the Westchester Network site, management contract changes related to the New
Jersey Network site, and to operational changes at the Long Island Network site.
These favorable variances were partially offset by an increase in physician
compensation at the Boston Network site attributable to the addition of a
physician who commenced services at such site in July 1995 and to renegotiated
physician compensation.

The increase in revenues and the decrease in Medical Provider retainage
resulted in an increase of 14.8% in revenues after Medical Provider retainage in
1996 compared to 1995.

Cost of services rendered were approximately $12.4 million in 1996, an
increase of 24.2%, compared to approximately $10.0 million in 1995. Such
increase was primarily due to the Network sites acquired by the Company in the
second and fourth quarter of 1995 and the second quarter of 1996, and to a
$365,000 charge recorded in the third quarter of 1996 associated with the
closing of the Westchester Network site. These increases were partially offset
by the effects of the new management contract related to the New Jersey Network
site, which included the reversal of $120,000 in deferred rent, and lower
occupancy and direct material costs related to the Long Island Network site due
to the relocation and operational changes effected at this site in the second
quarter of 1995.

General and administrative expenses were approximately $4.3 million in
1996 and $3.7 million in 1995. Such increase was primarily attributable to
$522,000 of costs incurred primarily in creating the infrastructure for the new
AWM Division, general office costs attributable to the opening of regional
offices in the 1995 third quarter and in 1996 to facilitate future growth, an
increase in travel costs related to the Company's growth strategy and to
managing additional Network sites.

Clinical service development expenses were approximately $323,000 in 1996
and $290,000 in 1995. Such increase was due to funding requirements pursuant to
the Company's new collaborative agreement with Monash University, which expenses
were partially offset by a decrease in development costs related to genetic and
immature oocyte testing.

Amortization of intangible assets was $331,000 in 1996 compared to $73,000
in 1995 and principally represented the amortization of the purchase price paid
by the Company for the exclusive right to manage Network sites which were
acquired in the second and fourth quarters in 1995 and the second quarter of
1996 over the ten-year term of each management agreement. The 1996 expense
amount also included goodwill and other intangible asset amortization related to
the Company's acquisition of the Women's Medical & Diagnostic Center in June
1996.

Interest income for 1996 was $415,000 compared to $626,000 in 1995. This
decrease was due to a lower cash balance and lower short-term interest rates.
See Liquidity and Capital Resources.
23

<PAGE>
The provision for income taxes primarily reflected Massachusetts income
taxes and New York capital taxes in 1996 and 1995.

Net loss was $1.5 million in 1996 compared to net income of $70,000 in
1995. This net loss was primarily due to an approximate $397,000 decrease in
Network site contribution attributable to a $1.4 million decrease in
contribution related to the Westchester Network site, inclusive of a $365,000
non-recurring charge to account for the closing of this site, and a decrease in
contribution from the Boston Network site, partially offset by significant
increases in contribution from the New Jersey and Long Island Network sites. In
addition, general and administrative expenses increased by $659,000 largely due
to non-recurring charges associated with the development of the AWM Division, a
$258,000 increase in amortization of intangible assets, and a $211,000 decrease
in interest income.

Calendar Year 1995 Compared to Calendar Year 1994

Revenues for 1995 were approximately $16.7 million, a decrease of 4.9%
compared to approximately $17.6 million for 1994. The decrease in revenues was
attributable to two significant events. The first event was the temporary
closing in late February 1995 of the Long Island Network site for implementation
of certain changes in its operational structure, including relocating the
facility and modifying certain agreements it has with Medical Providers. The
Long Island Network site reopened in July 1995 at another site in Mineola. The
second event was the new management contract with Saint Barnabas Medical Center,
effective in May 1995, involving the New Jersey Network site, pursuant to which
the Company's revenues now consist of a fixed percentage of the New Jersey
Network site's revenues and reimbursed costs of services, as opposed to 100% of
this Network site's revenues. Unfavorable revenue variances were partially
offset by higher revenues associated with the Boston and Westchester Network
sites, primarily attributable to increased volume and patient service mix,
respectively, and by revenues recorded pursuant to the Company's management
contract with the Philadelphia, Kansas City and Longmeadow Network sites (the
"new Network sites").

Medical Provider retainage for 1995 was approximately $3.1 million, a
decrease of 19.9 %, compared to approximately $3.8 million in 1994, primarily
due to the two significant events described above.

The majority of the decrease in revenues was offset by the increase in
Medical Provider retainage which resulted in a less than 1.0% decrease in
revenues after Medical Provider retainage earned in 1995 compared to 1994.

Cost of services rendered were approximately $10.0 million in 1995, a
decrease of 9.2%, compared to approximately $11.0 million in 1994. Such decrease
was primarily due to the temporary closing of both the Long Island and New
Jersey Network sites and to the new management contract with Saint Barnabas
Medical Center, partially offset by costs recorded by the Company pursuant to
its management contracts with the new Network sites. As a percentage of
revenues, cost of services decreased to 59.8% in 1995 compared to 62.6% in 1994
due to the favorable variance in cost of services partially offset by the
unfavorable variance in revenues.

General and administrative expenses for 1995 were $3.7 million compared to
$3.4 million in 1994. Such increase was primarily attributable to new regional
offices and higher marketing costs, partially offset by a decrease in consulting
fees.

Clinical service development expenses were $290,000 in 1995 compared to
$452,000 in 1994. Such decrease was primarily due to lower expenses pursuant to
the Company's collaborative agreements with Monash University under which the
Company made its final funding in July 1994 under its original agreement and
made its initial funding under a new agreement entered into in July 1995, and a
decrease in development costs related to genetic and immature oocyte testing.

Amortization of intangible assets of $73,000 in 1995 represented the
amortization of the purchase price paid by the Company for the exclusive right
to manage certain new Network sites over the ten-year term of each management
agreement.

Interest income for 1995 was $626,000 compared to $519,000 in 1994 due to
higher short-term interest rates.

The provision for income taxes reflected Massachusetts income taxes and
New York capital taxes, and Massachusetts income taxes and Connecticut capital
taxes in 1995 and 1994, respectively.

<PAGE>

Net income was $70,000 in 1995 compared to a net loss of $814,000 in 1994
primarily due to a $906,000 increase in contribution, a $162,000 decrease in
clinical service development expenses, and a $107,000 increase in interest
income, partially offset by a $233,000 increase in general and administrative
costs and a $73,000 increase in amortization of intangible assets.

New Accounting Standards

The Company adopted, in the first quarter of 1996, Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The Company
periodically reviews the fair value of long-lived assets, the results of which
have had no material effect on the Company's financial position or results of
operations.

The Company also adopted Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" (FAS 123), on January 1, 1996. Under
FAS 123, companies can, but are not required to, elect to recognize compensation
expense for all stock based awards using a fair value method. The Company has
adopted the disclosure only provisions, as permitted by FAS 123.

Liquidity and Capital Resources

Historically, the Company has financed its operations primarily through
sales of equity securities and loans from its shareholders. The closing of the
Pending Acquisition is conditioned upon the Company's raising at least $6
million in capital over the next six months. If consummated, the Pending
Acquisition will be the largest acquisition by the Company to date as part of
its series of acquisitions over the last eighteen months. The Company expects it
will be required to raise significant additional funds over at least the next
two years to fund, primarily through the issuance of additional equity
securities, its acquisition strategy.

At December 31, 1996, the Company had working capital of $7.1 million
(including $650,000 of controlled assets of Medical Providers), approximately
$6.0 million of which consisted of cash and cash equivalents (including $191,000
of controlled cash) and short term investments, compared to working capital of
$10.0 million at December 31, 1995 (including $1.8 million of controlled assets
of Medical Providers), $9.7 million of which consisted of cash and cash
equivalents (including $296,000 of controlled cash) and short term investments.
The decrease in working capital during 1996 was principally due to payments of
$1.4 million for exclusive management rights, acquired physician practices and
related net asset purchases, payments of $1.5 million for fixed asset purchases
and leasehold improvements primarily for existing Network sites, a $839,000
increase in accounts payable and $409,000 of debt and capital lease repayments.
These decreases in working capital were partially offset by a $615,000 decrease
in the Company's accrued dividend obligation on its Preferred Stock due to the
consummation of the June 1996 conversion offer, a $442,000 net increase in
aggregate patient, management and research accounts receivable and a $379,000
increase in other current assets primarily related to prepaid insurance.

On January 7, 1997, the Company acquired certain assets of the Bay Area
Fertility and Gynecology Medical Group, a California Partnership (the
"Partnership"), and acquired the right to manage the Bay Area Fertility and
Gynecology Medical Group, Inc., a California professional corporation which is
the successor to the Partnership's medical practice ("Bay Area Fertility"). The
aggregate purchase price was approximately $2.0 million, of which $1.5 million
was paid by the Company in cash and $0.5 million was paid in the form of the
Company's Common Stock, or 333,333 shares of the Company's Common Stock, at
closing. In addition to the exclusive right to manage Bay Area Fertility, the
Company acquired other assets which primarily consisted of the name "Bay Area
Fertility" and medical equipment and furniture and fixtures which will continue
to be used by Bay Area Fertility in the provision of infertility and ART
services.

In November 1996, the Company obtained a $1,500,000 revolving credit
facility (the "Credit Facility") issued by First Union National Bank (the
"Bank"). The interest rate on the Credit Facility is the Bank's prime rate plus
.75%. The Credit Facility terminates on April 1, 1998 and is secured by the
Company's assets. The Company acquired this Credit Facility to have an available
external source of liquidity. On a short-term basis, the Company will continue
to finance its operations from its current working capital and may, from time to
time, draw funds from the Credit Facility. Currently, $250,000 is outstanding
under this Credit Facility at an interest rate of 9.0%.

<PAGE>

The Company's current cash outflows for investment consist of payments for
acquired businesses and exclusive management rights, and equipment purchases and
leasehold improvements related to newly acquired and existing Network sites. In
executing its growth strategy, the Company, on a short and/or long term basis,
may incur cash outflows to acquire businesses and/or exclusive management
rights, and may incur commitments for capital expenditures to purchase
additional equipment for existing and new Network sites. Also, in connection
with its acquisition of 51% of the outstanding stock of NMF in June 1996, the
Company committed to provide funding to and for the development of NMF on an
as-needed basis during the four year period commencing June 6, 1996 in amounts
not to exceed $500,000 in the aggregate; as of January 1, 1997 the Company had
not provided any funding and pursuant to an agreement between the Company and
the minority owner of NMF, the Company is no longer obligated to provide such
funding.

As of December 31, 1996, dividend payments of $331,000 were in arrears as
a result of the Company's Board of Directors suspending ten consecutive
quarterly dividend payments on the Preferred Stock and the Company does not
anticipate the payment of any dividends on the Preferred Stock in the
foreseeable future.

Terms of Network Site Agreements

Under certain management contracts, the Company is obligated to perform
the following: (i) advance funds to the Network site to guarantee a minimum
physician draw and/or to provide new services, utilize new technologies, fund
projects, etc.; and (ii) on or before the fifteenth business day of each month
purchase the net accounts receivable of the Network site arising during the
previous month and to transfer or pay to the Network site such amount of funds
equal to the net accounts receivable less any amounts owed to the Company for
management fees and/or advances. Any advances are to be repaid monthly and
interest expense, computed at the prime rate used by the Company's primary bank
in effect at the time of the advance, will be charged by the Company for funds
advanced.

Typically, under the Company's current management agreement model, either
party may terminate the management agreement due to insolvency or material
breach of contract by the other party. If the agreement is terminated by the
Company, the Company shall receive the following from the Medical Provider (i)
either a 90 or a 180 day option to sell the Network site's assets to the Medical
Provider at their then net book value and to reassign any existing equipment and
leases, (ii) either a fixed percentage of the Network site's preceding 12 months
revenues or a fixed percentage of the excess of such revenues over a specified
benchmark and, (iii)if termination occurs during the first five years of the
agreement, any unamortized exclusive management right fee rounded to the nearest
calendar quarter (for certain agreements this provision applies to the entire
term of the agreement). If the agreement is terminated by the Medical Provider,
the Medical Provider will have either a 90 or a 180 day option to buy the site's
assets from the Company at their then net book value and to assume any existing
equipment and office leases.

<PAGE>

In order to protect its investment and commitment of resources, the
Company may also enter into a Personal Responsibility Agreement ("PR Agreement")
with each of the physicians of a group practice (i.e, typically for a group
practice, the Medical Provider contracting with the Company is a professional
corporation ("PC") of which the physicians are the sole shareholders; in
addition, there may be physicians who are employees as opposed to shareholders
of the PC). If the physician should cease to practice medicine through the
respective contracted Medical Provider during the first five years of the
management agreement, except as a result of death or "permanent disability", the
PR Agreement obligates the physician to repay a rateable portion of the right to
manage fee paid by the Company to the Medical Provider. The PR Agreement also
contains covenants for the physician not to compete with the Company during the
term of his or her employment agreement with the Medical Provider and for a
period of up to three years thereafter; aggregate non-competition periods may
range from six to ten years. The non-compete provisions stipulate that should
the physician violate the covenant, he or she shall owe the Company
management fees in an amount determined according to the provisions of the PR
Agreement. The Company currently has PR Agreements with each of the physicians
at the Bay Area Fertility Network site and if the Pending Acquisition is
consummated, the Company will have PR Agreements with each of the physicians at
the Fertility Center of Illinois.

Major Network Site Agreements

During 1996, the Company derived substantially all of its revenue from
nine service agreements and from the Women's Medical and Diagnostic Center which
it acquired in June 1996. For the year ended December 31, 1996, one of these
service agreements provided 38.5% of revenues and two other agreements,
including the Westchester Network site agreement which was terminated in
November 1996, each comprised over 10% of the Company's revenue. If consummated,
the Company believes the Pending Acquisition will represent a significant
revenue source for the Company.

Effects of Third-Party Payor Contracts

<PAGE>

Reliance on Third-Party Vendors

Forward Looking Statements

This Form 10-K and discussions and/or announcements made by or on behalf
of the Company, contain certain forward- looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995, the attainment of which involve various risks and uncertainties.
Forward-looking statements may be identified by the use of forward-looking
terminology such as, "may," "will," "expect," "believe," "estimate,"
"anticipate," "continue," or similar terms, variations of those terms or the
negative of those terms. The Company's actual results may differ materially from
those described in these forward-looking statements due to the following
factors: the success of the Company in acquiring additional management
agreements, including the Company's ability to finance future growth including
the Pending Acquisition, increases in overhead due to expansion, the loss of
significant management contract(s), the profitability or lack thereof at Network
sites managed by the Company, the exclusion of infertility, ART and other
women's healthcare services from insurance coverage, government laws and
regulation regarding health care, changes in managed care contracting, and the
timely development of and acceptance of new infertility, ART, genetic and/or
women's healthcare technologies and techniques.

ITEM 8. Financial Statements and Supplementary Data

See Index to Financial Statements and Financial Statement Schedules on page
F-1.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

<PAGE>

PART III

ITEM 10. Directors and Executive Officers of the Registrant

Information with respect to the executive officers and directors of the
Company is incorporated by reference from the Company's Proxy Statement relating
to the annual Meeting of Shareholders to be held on June 10, 1997.

ITEM 11. Executive Compensation

This information is incorporated by reference from the Company's Proxy
Statement relating to the Annual Meeting of Shareholders to be held on June 10,
1997.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

This information is incorporated by reference to the Company's Proxy
Statement relating to the Annual Meeting of Shareholders to be held on June 10,
1997.

ITEM 13. Certain Relationships and Related Transactions

This information is incorporated by reference to the Company's Proxy
Statement relating to the Annual Meeting of Shareholders to be held on June 10 ,
1997.

PART IV

ITEM 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K

(a) (1) and (2) Financial Statements and Financial Statement Schedules.

See Index to Financial Statements and Financial Statement
Schedules on page F-1.

(3) The exhibits listed on the Index to Exhibits herein are filed
herewith. Executive compensation plans and arrangements are
included or referenced as exhibits 10.4, 10.4(a), 10.6,
10.6(a), 10.31, 10.31(a), 10.31(b), 10.33, 10.40, 10.41, 10.42,
10.45, 10.46 and 10.69 .

(b) Reports on Form 8-K.

On January 20, 1997, the Company filed with the Securities and
Exchange Commission a Form 8-K reporting the completion of an
asset purchase and long term management agreement with Bay Area
Fertility and Gynecology Medical Group.

<PAGE>

The list of exhibits required to be filed with this Annual Report
on Form 10-K is set forth in the Index to Exhibits herein.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Item 8 and Item 14 (a)(1) and (2)

Contents
Page
----

Consolidated Financial Statements:

Report of Independent Accountants..................................F-2

Consolidated Balance Sheet at December 31, 1996 and 1995...........F-3

Consolidated Statement of Operations for the years ended
December 31, 1996, 1995 and 1994.................................F-4

Consolidated Statement of Shareholders' Equity for the years
ended December 31, 1996, 1995 and 1994..........................F-5

Consolidated Statement of Cash Flows for the years ended
December 31, 1996, 1995 and 1994.................................F-6

Notes to Consolidated Financial Statements...................F-7 - F-22

Financial Statement Schedule:

II Valuation and Qualifying Accounts...........................S-1

F-1

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
IntegraMed America, Inc.

In our opinion, the consolidated financial statements listed in the index
appearing under Items 8 and 14(a)(1) and (2) on page F-1 present fairly, in all
material respects, the financial position of IntegraMed America, Inc. and its
subsidiaries at December 31, 1996 and 1995, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

Price Waterhouse LLP

Stamford, Connecticut
February 24, 1997

F-2

<PAGE>

<TABLE>

INTEGRAMED AMERICA, INC.
CONSOLIDATED BALANCE SHEET
(all amounts in thousands)
<CAPTION>
December 31,
------------
1996 1995
------- -------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents ................................................... $ 3,761 $ 7,883
Short term investments....................................................... 2,000 1,500
Patient accounts receivable, less allowance for doubtful accounts
of $113 and $64 in 1996 and 1995, respectively.............................. 2,770 1,271
Management fees receivable, less allowance for doubtful accounts
of $50 and $0 in 1996 and 1995, respectively................................ 1,249 1,125
Research fees receivable.................................................... 232 --
Other current assets ........................................................ 897 508
Controlled assets of Medical Providers (see Note 2)
Cash....................................................................... 191 296
Accounts receivable, less allowance for doubtful accounts
of $146 and $25 in 1996 and 1995, respectively............................ 459 1,449
Other current assets....................................................... -- 14
------- --------
Total controlled assets of Medical Providers......................... 650 1,759
Total current assets ................................................ 11,559 14,046
------- --------
Fixed assets, net ............................................................. 3,186 2,266
Intangible assets, net......................................................... 5,894 1,761
Other assets................................................................... 211 198
------- --------

Total assets......................................................... $20,850 $ 18,271
======= ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................ $ 1,020 $ 181
Accrued liabilities ......................................................... 1,652 1,307
Due to Medical Providers-- (see Notes 2 and 5)............................... 326 606
Dividends accrued on Preferred Stock......................................... 331 946
Current portion of exclusive management rights obligation.................... 222 297
Current portion of long-term debt............................................ 426 274
Patient deposits ............................................................ 490 411
------- -------
Total current liabilities .............................................. 4,467 4,022
------- -------
Exclusive management rights obligation......................................... 1,213 978
Long-term debt................................................................. 692 340
Commitments and Contingencies -- (see Note 14)................................. -- --
Shareholders' equity:
Preferred Stock, $1.00 par value --
3,165,644 and 3,785,378 shares authorized in 1996 and 1995, respectively -
2,500,000 undesignated; 665,644 and 1,285,378 shares designated as Series A
Cumulative Convertible of which 165,644 and 785,378 were issued
and outstanding in 1996 and 1995, respectively............................. 166 785
Common Stock, $.01 par value-- 25,000,000 shares authorized; 9,230,557
and 6,086,910 shares issued and outstanding in 1996 and 1995, respectively 92 61
Capital in excess of par .................................................... 35,410 31,785
Accumulated deficit ......................................................... (21,190) (19,700)
------- -------

Total shareholders' equity ............................................. 14,478 12,931
------- -------

Total liabilities and shareholders' equity.............................. $20,850 $18,271
======= =======

See accompanying notes to the consolidated financial statements
</TABLE>

F-3

<PAGE>

<TABLE>

INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(all amounts in thousands, except per share amounts)
<CAPTION>

For the years ended December 31,
--------------------------------------------
1996 1995 1994
--------- -------- -------
<S> <C> <C> <C>
Revenues, net (see Note 2)................................. $ 18,343 $16,711 $17,578
Medical Provider retainage (see Note 2).................... 2,680 3,063 3,824
-------- ------- -------

Revenues after Medical Provider retainage (see Note 2)..... 15,663 13,648 13,754
Costs of services rendered ................................ 12,398 9,986 10,998
-------- ------- -------

Network sites' contribution ............................... 3,265 3,662 2,756
-------- ------- -------

General and administrative expenses........................ 4,339 3,680 3,447
Clinical service development expenses ..................... 323 290 452
Amortization of intangible assets.......................... 331 73 --
Interest income ........................................... (415) (626) (519)
Interest expense .......................................... 36 20 40
-------- ------- -------

Total other expenses ...................................... 4,614 3,437 3,420
-------- ------- -------
(Loss) income before income taxes ......................... (1,349) 225 (664)

Provision for income and capital taxes .................... 141 155 150
-------- ------- -------

Net (loss) income ......................................... (1,490) 70 (814)

Less: Dividends accrued and/or paid on Preferred Stock..... 132 600 1,146
-------- ------- -------
consideration for induced conversion of
Preferred Stock......................................... $ (1,622) $ (530) $(1,960)
======== ======= =======

Net loss per share of Common Stock before
consideration for induced conversion of
Preferred Stock......................................... $ (0.21) $ (0.09) $( 0.32)
======== ======= =======

Net loss per share of Common Stock (see Note 10)........... $ (0.68) $ (0.09) $ (0.32)
======== ======= =======
Weighted average number of shares of Common Stock
outstanding............................................. 7,602 6,087 6,081
======== ======= =======

See accompanying notes to the consolidated financial statements.

</TABLE>
F-4

<PAGE>

<TABLE>

INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(all amounts in thousands, except share amounts)

Cumulative Convertible
Preferred Stock Common Stock
--------------- ------------ Total
Capital in Accumulated Shareholders'
Shares Amount Shares Amount Excess of par Deficit Equity
------ ------ ------ ------ ------------- ------- ------

<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1993 ............... 2,000,000 $ 2,000 2,666,867 $27 $ 33,461 $ (18,956) $ 16,532
Stock, net of issuance costs ........... (1,136,122) (1,136) 3,408,366 34 326 -- (776)
Dividends accrued and paid to preferred
shareholders ............................ -- -- -- -- (1,146) -- (1,146)
Exercise of Common Stock options ............ -- -- 11,677 -- 23 -- 23
Net loss .................................... -- -- -- -- -- (814) (814)
--------- ------- --------- --- ---------- ---------- ----------

BALANCE AT DECEMBER 31, 1994 ................ 863,878 864 6,086,910 61 32,664 (19,770) 13,819
Dividends accrued to preferred shareholders . -- -- -- -- (600) -- (600)
Purchase and retirement of Preferred Stock .. (78,500) (79) -- -- (279) -- (358)
Net income .................................. -- -- -- -- -- 70 70
--------- ------- --------- --- ---------- ---------- ----------

BALANCE AT DECEMBER 31, 1995 ................ 785,378 785 6,086,910 61 31,785 (19,700) 12,931
Conversion of Preferred Stock to Common
Stock, net of issuance costs and the
reversal of accrued Preferred Stock
dividends ............................... (608,234) (608) 2,432,936 24 1,298 -- 714
Issuance of Common Stock for acquisition .... -- -- 666,666 7 2,493 -- 2,500
Dividends accrued to preferred shareholders . -- -- -- -- (132) -- (132)
Purchase and retirement of Preferred Stock .. (11,500) (11) -- -- (72) -- (83)
Exercise of Common Stock options ............ -- -- 44,045 -- 38 -- 38
Net loss .................................... -- -- -- -- -- (1,490) (1,490)
--------- ------- --------- --- ---------- ---------- ----------
BALANCE AT DECEMBER 31, 1996 ................ 165,644 $ 166 9,230,557 $92 $ 35,410 $ (21,190) $ 14,478
========= ======= ========= === ========== ========== ==========

See accompanying notes to the consolidated financial statements.

</TABLE>

F-5

<PAGE>

<TABLE>

INTEGRAMED AMERICA, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(all amounts in thousands)
<CAPTION>

For the years ended December 31,
------------------------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income ....................................... $(1,490) $ 70 $ (814)
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Depreciation and amortization ......................... 1,116 775 770
Writeoff of fixed assets............................... -- 21 275
Changes in assets and liabilities net of effects from
acquired businesses-
(Increase) decrease in assets:
Accounts receivable .................................. (1,318) (94) (142)
Management fees receivable............................ (124) (1,125) --
Research fees receivable.............................. 10 -- --
Other current assets ................................ (379) (304) 22
Other assets ........................................ (13) (21) 1
(Increase) decrease in controlled assets of Medical Providers:
Accounts receivable.................................. 990 806 316
Other current assets................................. 14 25 15
Increase (decrease) in liabilities:
Accounts payable .................................... 839 (502) 175
Accrued liabilities ................................. 106 3 (56)
Due to Medical Providers............................. (280) (131) 124
Patient deposits .................................... 79 (77) (109)
------- ------- -------
Net cash (used in) provided by operating activities........ (450) (554) 577
------- ------- -------
Cash flows (used in) provided by investing activities:
Purchase of short term investments....................... (500) (1,500) --
Payment for exclusive management rights and
acquired physician practices........................ (984) (177) --
Purchase of net assets of acquired businesses ........... (394) (168) --
Purchase of fixed assets and leasehold improvements...... (1,498) (1,152) (913)
Sale of fixed assets and leasehold improvements......... 86 651 --
------- ------- -------
Net cash used in investing activities ..................... (3,290) (2,346) (913)
------- ------- -------
Cash flows (used in) provided by financing activities:
Principal repayments on debt ............................ (193) (84) (78)
Principal repayments under capital lease obligations..... (216) (173) (326)
Repurchase of Convertible Preferred Stock................ (83) (358) --
Used for recapitalization costs.......................... (33) -- (776)
Dividends paid on Convertible Preferred Stock............ -- -- (800)
Proceeds from exercise of Common Stock options........... 38 -- 23
------- ------- -------
Net cash used in financing activities...................... (487) (615) (1,957)
------- ------- -------
Net decrease in cash ...................................... (4,227) (3,515) (2,293)
Cash at beginning of period ............................... 8,179 11,694 13,987
------- ------- -------
Cash at end of period ..................................... $ 3,952 $ 8,179 $11,694
======= ======= =======

See accompanying notes to the consolidated financial statements.
</TABLE>

F-6

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY:

IntegraMed America, Inc. (herein with its subsidiaries, the "Company") is a
physician practice management company which provides comprehensive management
support services to a network of medical providers of women's health care
services (the "Network"). The Company is comprised of two divisions: the
Reproductive Science Center Division (the "RSC Division"), providing infertility
and assisted reproductive technology (ART) services, and the Adult Women's
Medical Division (the "AWM Division"), providing peri- and post-menopause health
services. During 1996, the RSC Division was comprised of nine sites (the
"Network sites"), one of which was terminated in November 1996, which provide
conventional infertility and/or ART services to infertile couples seeking to
achieve pregnancy and have a baby. The AWM Division, established in the second
quarter of 1996, is currently comprised of one Network site with three locations
which provide comprehensive diagnostic and treatment alternatives to peri- and
post-menopausal women and clinical research pursuant to contracts with
pharmaceutical companies related to the treatment of health issues common to
peri- and post-menopausal women. The Company is actively seeking to acquire
and/or manage additional Network sites under both Divisions.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of consolidation--

The consolidated financial statements comprise the accounts of IntegraMed
America, Inc. and its wholly owned subsidiaries, IVF America (NY), Inc., IVF
America (MA), Inc., IVF America (PA), Inc., IVF America (NJ), Inc., IVF America
(MI), Inc. and the Adult Women's Medical Center, Inc. All significant
intercompany transactions have been eliminated. In addition, the financial
statements of three Network sites managed by the Company, of which one
management agreement was terminated in November 1996, are included in these
consolidated financial statements as the Company has unilateral and perpetual
control of the revenues and expenses generated from these sites.

These consolidated financial statements are prepared in accordance with
generally accepted accounting principles which requires the use of management's
estimates. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue and cost recognition--

RSC Division

During 1996, the RSC Division's operations were comprised of nine
management agreements, one of which was terminated in November 1996.

Under four of the agreements, one of which was terminated in January 1997,
the Company receives as compensation for its management services a three-part
management fee comprised of : (i) a fixed percentage of net revenues, (ii)
reimbursed cost of services (costs incurred in managing a Network site and any
costs paid on behalf of the site) and, (iii) a fixed or variable percentage of
earnings after management fees and any guaranteed physician compensation, or an
additional fixed or variable percentage of net revenues. All management fees are
reported as revenues, net by the Company. Direct costs incurred by the Company
in performing its management services and costs incurred on behalf of the
Network site are recorded in cost of services rendered.

Under three management agreements, one of which was terminated in November
1996, the Company consolidates its revenue and expenses with the Network sites
due to its unilateral and perpetual control over these items. Under these
agreements, the Company records all clinical revenues and, out of such revenues,
the Company pays the Medical Provider's expenses relating to the operation of
the Network site including physicians' and other medical fees, direct materials,
rent, etc. (the "Medical Provider retainage"). Remaining revenue, if any, is
used to reimburse the Company for other direct administrative expenses which are
recorded as cost of services and/or to pay the Company a management fee. Under
the arrangements between the Company and the Medical Provider, the Company is
liable for payment of all liabilities relating to the Network site's operations.

F-7
<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AWM Division

The Company's 51% interest in NMF is included in the Company's
consolidated financial statements. The Company records 100% of the revenues and
costs of NMF and will report the minority interest in any profits of NMF as a
separate expense line item on the income statement. Any unpaid minority equity
will be presented as a liability on the Company's consolidated balance sheet.
Minority interest at December 31, 1996 was $0.

Cash and cash equivalents--

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

Short term investments --

Short term investments consist of investments in corporate commercial paper
with an original maturity of less than one year but greater than three months
and are available for sale. Investments are recorded at cost, which approximates
market.

F-8

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Patient accounts receivable--

Patient accounts receivable represent receivables from patients for medical
services provided by the Medical Providers. Such amounts are recorded net of
contractual allowances and estimated bad debts. As of December 31, 1996,
approximately $836,000 of accounts receivable were a function of Network site
revenue (i.e., the Company purchased the accounts receivable from the Medical
Provider) and the $2,393,000 balance was a function of net revenues of the
Company (see Note 2 -- "Revenue and cost recognition" above).

Management fees receivable --

Management fees receivable represent fees owed to the Company pursuant to
its management agreements with certain Network sites (see Note 2 -- "Revenue and
cost recognition" above).

Research fees receivable --

Research fees receivable represent receivables from pharmaceutical
companies for medical services provided by the Medical Providers at the Network
site under the AWM Division to patients pursuant to protocols stipulated under
research study contracts between the pharmaceutical companies and AWMC.

Controlled assets of Medical Providers--

Controlled cash represents segregated cash held in the name of certain
Medical Providers; controlled accounts receivable represent patient receivables
due to certain Medical Providers, and controlled other current assets represent
assets owned by and held in the name of certain Medical Providers, all of which
are reflected on the Company's consolidated balance sheet due to the Company's
unilateral control of such assets.

At December 31, 1996 and 1995, of the $650,000 and $1,759,000 controlled
assets of Medical Providers, $117,000 and $279,000, respectively, was restricted
for payment of the amounts due to Medical Providers and the balance of $533,000
and $1,480,000, respectively, was payable to the Company.

Fixed assets--

Fixed assets are valued at cost less accumulated depreciation and
amortization. Depreciation is computed on a straight-line basis over the
estimated useful lives of the related assets, generally three to five years.
Leasehold improvements are amortized over the shorter of the asset life or the
remaining term of the lease. Assets under capital leases are amortized over the
term of the lease agreements. The Company periodically reviews the fair value of
long-lived assets, the results of which have had no material effect on the
Company's financial position or results of operations.

When assets are retired or otherwise disposed of, the costs and related
accumulated depreciation are removed from the accounts. The difference between
the net book value of the assets and proceeds from disposition is recognized as
gain or loss. Routine maintenance and repairs are charged to expenses as
incurred, while costs of betterments and renewals are capitalized.

Intangible assets --

Intangible assets at December 31, 1996 and 1995 consisted of the following
(000's omitted):

1996 1995
------ ------
Exclusive management rights......... $2,178 $1,621
Goodwill............................ 3,935 50
Trademarks.......................... 394 372
------ ------
Total............................. 6,507 2,043
Less - accumulated amortization..... (613) (282)
------ ------
Total............................. $5,894 $1,761
====== ======

F-9

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Exclusive Management Rights, Goodwill and Other Intangible Assets

Exclusive management rights, goodwill and other intangible assets represent
costs incurred by the Company for the right to manage and/or acquire certain
Network sites and are valued at cost less accumulated amortization.

Trademarks

Trademarks represent trademarks, service marks, trade names and logos
purchased by the Company and are valued at cost less accumulated amortization.

Amortization and recoverability

The Company periodically reviews its intangible assets to assess
recoverability and impairments would be recognized in the consolidated statement
of operations if a permanent impairment were determined to have occurred.
Recoverability of intangibles is determined based on undiscounted expected
earnings from the related business unit or activity over the remaining
amortization period. Exclusive management rights are amortized over the term of
the respective management agreement, usually ten or twenty years. Goodwill and
other intangibles are amortized over periods ranging from three to forty years.
Trademarks are amortized over seven years. Accumulated amortization of exclusive
management rights, goodwill and trademarks were $270,000, $91,000 and $252,000
at December 31, 1996, respectively, and $73,000, $0 and $209,000 at December 31,
1995, respectively.

Due to Medical Providers--

Due to Medical Providers represents liabilities the Company was obligated
to pay on behalf of, or directly to, the Medical Providers from the controlled
assets of Medical Providers, which may be offset by advances made by the Company
to certain Medical Providers for professional and affiliate fees.

Stock based employee compensation--

The Company adopted Financial Accounting Standards No. 123, "Accounting for
Stock Based Compensation" (FAS 123), on January 1, 1996. Under FAS 123,
companies can, but are not required to, elect to recognize compensation expense
for all stock based awards, using a fair value method. The Company has adopted
the disclosure only provisions, as permitted by FAS 123.

Concentrations of credit--

Financial instruments which potentially expose the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
The Company's trade receivables are primarily from third party payors,
principally insurance companies and health maintenance organizations.

Income taxes--

The Company accounts for income taxes utilizing the asset and liability
approach.

Earnings per share--

Net loss per share is determined by dividing net income or loss, decreased
or increased by accrued dividends and dividend payments on the Series A
Cumulative Convertible Preferred Stock ("Preferred Stock"), by the weighted
average number of shares of Common Stock outstanding during the period (see Note
10).

F-10

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3 -- FIXED ASSETS, NET:

Fixed assets, net at December 31, 1996 and 1995 consisted of the following
(000's omitted):

1996 1995
------ ------

Furniture, office and other equipment .............. $2,145 $1,617
Medical equipment .................................. 1,954 1,319
Leasehold improvements ............................. 1,246 728
Assets under capital leases ........................ 1,426 1,453
------ ------

Total 6,771 5,117
Less--Accumulated depreciation and amortization .... (3,585) (2,851)
------ ------

$3,186 $2,266
====== ======

Assets under capital leases primarily consist of medical equipment.
Accumulated amortization relating to capital leases at December 31, 1996 and
1995 was $1,065 and $908, respectively.

NOTE 4 -- ACCRUED LIABILITIES:

Accrued liabilities at December 31, 1996 and 1995 consisted of the
following (000's omitted):

1996 1995
------ ------

Deferred compensation........................ $ 357 $ 314
Accrued payroll.............................. 226 --
Deferred research revenue.................... 118 --
Accrued state taxes.......................... 166 93
Deferred rent................................ 166 286
Westchester Network site closing reserve..... 90 --
Other........................................ 529 614
------ ------
Total accrued liabilities.................... $1,652 $1,307
====== ======

NOTE 5 -- DUE TO MEDICAL PROVIDERS:

Due to Medical Providers at December 31, 1996 and 1995 consisted of the
following (000's omitted):

1996 1995
---- ----

Accrued hospital contract fees......................... $354 $446
Accrued professional fees and affiliates, net.......... (46) 130
Accrued other.......................................... 18 30
---- ----

Total due to Medical Providers ........................ $326 $606
==== ====

NOTE 6 - ACQUISITIONS AND MANAGEMENT AGREEMENTS

The transactions detailed below were accounted for by the purchase method
and the purchase price has been allocated to the assets acquired and liabilities
assumed based upon the estimated fair value at the date of acquisition. The
consolidated financial statements include the results of these transactions,
with the exception of the Bay Area Fertility transaction which was completed in
January 1997 (see Note 18), from their respective dates of acquisition.

F-11

<PAGE>
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On June 7, 1996, the Company entered into an Agreement and Plan of Merger
(the "Agreement") pursuant to which INMD Acquisition Corp. ("IAC"), a Florida
corporation and wholly-owned subsidiary of the Company, acquired all of the
outstanding stock of the following three related Florida corporations: The
Climacteric Clinic, Inc. ("CCI"), Midlife Centers of America, Inc. ("MCA"), and
Women's Research Centers, Inc. ("WRC"), America (collectively "the Merger
Companies"), and 51% of the outstanding stock of NMF, a related Florida
corporation. Pursuant to the Agreement, the Merger Companies were merged with
and into IAC, the surviving corporation in the Merger, which will continue its
corporate existence under the laws of the State of Florida under the name Adult
Women's Medical Center, Inc. ("AWMC"). In exchange for the shares of the Merger
Companies, the Company paid cash in an aggregate amount of $350,000 and issued
666,666 shares of Common Stock which had a market value of $2.5 million. In
exchange for the 51% of the outstanding stock of NMF, the Company paid cash in
an aggregate amount of $50,000 and issued a note in an amount of $600,000, which
is payable in sixteen quarterly installments of $37,500 beginning September 1,
1996 with simple interest at a rate of 4.16%. The Merger Companies and NMF
represent one of the locations under the Women's Medical & Diagnostic Center
("WMDC").

The aggregate purchase price of the Merger Companies of $2,850,000 was
allocated as follows to assets acquired and liabilities assumed: $338,000 to
current assets, $99,000 to fixed assets, $214,000 to intangible assets which
will be amortized over a three-year period, $235,000 to accrued liabilities,
$97,000 to debt and the balance of $2,531,000 to goodwill, which will be
amortized over a forty-year period. The aggregate purchase price of NMF of
$650,000 was allocated as follows: $2,000 to current assets, $30,000 to fixed
assets, $10,000 to current liabilities and the $628,000 balance to goodwill,
which will be amortized over a forty-year period.

On May 15, 1996, the Company acquired certain assets of and the right to
manage W.F. Howard, M.D., P.A. near Dallas, Texas (the "Reproductive Science
Center ("RSC") of Dallas"), a provider of conventional infertility and assisted
reproductive technology services. The aggregate purchase price was approximately
$701,500 of which approximately $244,000 was paid at closing and the Company
issued a promissory note for the $457,500 balance which is payable as follows:
$100,000 on the last business day of May 1997 and 1998, and $36,786 on the last
business day of May in each of the seven years thereafter, thru May 2005. The
aggregate purchase price was allocated to fixed assets in the amount of $144,000
and the balance of $557,500 to exclusive management rights, which will be
amortized over the ten year term of the agreement.

Refer to Note 18 - Subsequent Events - regarding the Bay Area Fertility
transaction which was closed in January 1997.

The following unaudited pro forma results of operations have been prepared
by management based on the unaudited financial information of the Merger
Companies, NMF, the RSC of Dallas and Bay Area Fertility adjusted where
necessary, with respect to pre-acquisition periods, to the basis of accounting
used in the historical financial statements of the Company. Such adjustments
include modifying the unaudited results to reflect operations as if the related
management agreements had been consummated on January 1, 1996 and 1995,
respectively. Additional general corporate expenses which would have been
required to support the operations of the new Network sites are not included in
the pro forma results. The unaudited pro forma results may not be indicative of
the results that would have occurred if the acquisition and management agreement
had been in effect on the dates indicated or which may be obtained in the
future.

F-12

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the year
ended December 31,
(000's omitted)
1996 1995
------- -------
(unaudited

Revenues, net.......................................... $21,006 $21,388
(Loss) income before income taxes (1).................. $(1,593) $ 139
Net (loss) applicable to Common Stock(includes
$132,000 and $600,000 dividends accrued on
Preferred Stock for the year-ended December 31, 1996
and 1995, respectively) before consideration
for induced conversion of Preferred Stock............... $(1,878) $ (623)
Net (loss) per share of Common Stock before
consideration for induced conversion of
Preferred Stock........................................ $ (0.23) $ (0.09)

(1) Income (loss) before income taxes include $520,000 and $385,000 of
goodwill and exclusive management rights amortization in 1996 and 1995,
respectively.

NOTE 7 -- EXCLUSIVE MANAGEMENT RIGHTS OBLIGATION:

Exclusive management rights obligation represents the liability owed by the
Company to Medical Providers for the cost of acquiring the exclusive right to
manage the non-medical aspects of the Medical Providers' infertility practices.
Typically, the Company will pay cash for a portion of such cost at the inception
of the management agreement and pay the balance in equal installments over the
life of the agreement, usually ten years.

At December 31, 1996, aggregate exclusive management rights obligation
payments in future years were as follows (000's omitted):

1997................... $ 222
1998................... 222
1999................... 159
2000................... 159
2001................... 159
Thereafter............. 514
------

Total payments......... $1,435
======

NOTE 8 -- DEBT:

Debt at December 31, 1996 and 1995 consisted of the following (000's
omitted):
1996 1995
------ -----

Acquisition note payable................................ $ 525 $ --
Notes payable to Medical Providers employed by the
Company................................................ 220 --
Obligations under capital lease ........................ 269 485
Construction loan ...................................... 51 129
Other................................................... 53 --
------ -----
Total debt.............................................. 1,118 614
Less--Current portion.................................... (426) (274)
------ -----
Long-term debt ......................................... $ 692 $ 340
====== =====

In June 1996, the Company purchased a 51% interest in NMF for a total
purchase price of $650,000, of which $50,000 was paid at closing and the balance
is to be paid in sixteen quarterly installments of $37,500 beginning September
1, 1996. Interest is payable quarterly at the rate of 4.16% (see Notes 6 and
15).

On December 30, 1996, the Company acquired North Central Florida Ob-Gyn
Associates which it then merged into WMDC. The total purchase price of the
acquisition was $320,000 of which $220,000 is to be paid in four equal
installments of $55,000 for each of the next four years commencing December 30,
1997.
F-13
<PAGE>
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In May 1992, the Company obtained a $350,000 construction loan for the
development of its New Jersey Network site of which $51,000 and $129,000 were
outstanding at December 31, 1996 and 1995, respectively. The debt is payable in
fifty- four monthly installments of $6,481 commencing on April 1, 1993 through
September 1, 1997. Interest is payable at the bank's prime rate which was 8.25%
and 8.5% at December 31, 1996 and 1995, respectively.

Capital lease obligations relate primarily to furniture and medical
equipment for the Network sites. The current portion of capital lease
obligations was $139,000 and $202,000 at December 31, 1996 and 1995,
respectively.

The Company has operating leases for its corporate headquarters and for
medical office space relating to its managed Network sites. In 1996, the Company
also entered into operating leases for certain medical equipment. Aggregate
rentalexpense under operating leases was $540,000, $522,000 and $829,000 in
1996, 1995 and 1994, respectively. Refer to Note 14 -- "Commitments and
Contingencies - Commitments to Medical Providers."

At December 31, 1996, the minimum lease payments for assets under capital
and noncancelable operating leases in future years were as follows (000's
omitted):
Capital Operating
------- ---------

1997......................................... $149 $ 730
1998......................................... 124 739
1999......................................... 6 702
2000......................................... 4 357
2001......................................... -- 265
Thereafter .................................. -- 831
---- ------
Total minimum lease payments ................ 283 $3,624
======
Less--Amount representing interest .......... (14)
----
Present value of minimum lease payments...... $269
====
NOTE 9 -- INCOME TAXES:

The deferred tax provision was determined under the asset and liability
approach. Deferred tax assets and liabilities were recognized on differences
between the book and tax basis of assets and liabilities using presently enacted
tax rates. The provision for income taxes was the sum of the amount of income
tax paid or payable for the year as determined by applying the provisions of
enacted tax laws to the taxable income for that year and the net change during
the year in the Company's deferred tax assets and liabilities. The provision for
1996, 1995 and 1994 of $140,000, $155,000 and $150,000, respectively, was
comprised of current state taxes payable.

The Company's deferred tax assets primarily represented the tax benefit of
operating loss carryforwards. However, such deferred tax asset was fully reduced
by a valuation allowance due to the uncertainty of its realization. This
valuation allowance increased to $7,115,000 at December 31, 1996 from $6,584,000
at December 31, 1995 due to changes in operating losses and tax deductible
temporary differences.

At December 31, 1996, the Company had operating loss carryforwards of
approximately $17.9 million which expire in 2002 through 2011. Approximately
$14.5 million of such loss carryforwards occurred prior to the 1993 ownership
change which resulted from the Company's May 1993 Preferred Stock offering. For
tax purposes, there is an annual limitation of approximately $2.8 million on the
utilization of net operating losses resulting from this change in ownership in
May 1993.

Significant components of the noncurrent deferred tax assets (liabilities)
at December 31, 1996 and 1995 were as follows (000's omitted):

1996 1995
------ -------

Net operating loss carryforwards ...... $6,777 $ 6,138
Other ................................. 438 504
Valuation allowance ................... (7,115) (6,584)
------ -------
Deferred tax assets.................... 100 58
Deferred tax liabilities............... (100) (58)
------ -------
Net deferred taxes .................... $ -- $ --
====== =======
F-14
<PAGE>
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The financial statement income tax provision differed from income taxes
determined by applying the statutory Federal income tax rate to the financial
statement income or loss before income taxes for the year ended December 31,
1996, 1995 and 1994 as a result of the following:
<TABLE>
<CAPTION>
1996 1995 1994
--------- -------- ---------

<S> <C> <C> <C>
Tax expense (benefit) at Federal statutory rate ............ $(472,000) $ 79,000 $(277,000)
State income taxes.......................................... 141,000 155,000 150,000
Net operating profit or loss (providing) not providing
current year tax benefit.................................. 472,000 (79,000) 277,000
--------- -------- ---------

Provision for income taxes ................................. $ 141,000 $155,000 $ 150,000
========= ======== =========
</TABLE>
NOTE 10-- SHAREHOLDERS' EQUITY:

At its meeting held on July 26, 1994, the Company's Board of Directors
approved an offer to the holders ("Preferred Stockholders") of the 2,000,000
outstanding shares of the Company's Preferred Stock to convert each share of
Preferred Stock into 3.0 shares of the Company's Common Stock, $.01 par value
per share, and $.20 in cash (the "Offer"). Upon expiration of the Offer on
November 10, 1994 and pursuant to its terms, 1,136,122 shares of Preferred Stock
were accepted for conversion into 3,408,366 shares of Common Stock and $227,224
in cash. In connection with the Offer, five-year warrants to purchase 70,826
shares of Common Stock at $1.25 per share were issued to Raymond James &
Associates, Inc.

On June 6, 1996, the Company made a new conversion offer (the "Second
Offer") to the holders of the 773,878 outstanding shares of the Company's
Preferred Stock. Under the Second Offer, Preferred Stockholders received four
shares of the Company's Common Stock upon conversion of a share of Preferred
Stock and respective accrued dividends, subject to the terms and conditions set
forth in the Second Offer. The Second Offer was conditioned upon a minimum of
400,000 shares of Preferred Stock being tendered; provided that the Company
reserved the right to accept fewer shares. Upon expiration of the Second Offer
on July 17, 1996, the Company accepted for conversion 608,234 shares, or 78.6%
of the Preferred Stock outstanding, constituting all the shares validly
tendered. Following the transaction, there were 9,198,375 shares of IntegraMed
America's Common Stock outstanding and 165,644 shares of Preferred Stock
outstanding.

Under the Second Offer, Preferred Stockholders received four shares of
Common Stock for each share of Preferred Stock and respective accrued dividends
converted. This Second Offer represented an increase from the original terms of
the Preferred Stock which provided for 1.45 shares of Common Stock for each
share of Preferred Stock (after adjustment for the failure of the Company to pay
four dividends and after adjustment for the issuance of Common Stock pursuant to
its acquisition of WMDC and NMF). Since the Company issued an additional
1,550,997 shares of Common Stock in the conversion offer compared to the shares
that would have been issued under the original terms of the Preferred Stock, the
Company was required, pursuant to a recently enacted accounting pronouncement,
to deduct the fair value of these additional shares of approximately $4,265,000
from earnings available to Common Stockholders. This non-cash charge, partially
offset by the reversal of $973,000 accrued dividends attributable to the
conversion, resulted in the increase in net loss per share by approximately
$(.47) for the year ended December 31, 1996. While this charge is intended to
show the cost of the inducement to the owners of the Company's Common Stock
immediately before the conversion offer, management does not believe that it
accurately reflects the impact of the conversion offer on the Company's Common
Stockholders. As a result of the conversion, the Company reversed $973,000 in
accrued dividends from its balance sheet and the conversion will save the
Company from accruing annual dividends of $486,000 and the need to include these
dividends in earnings per share calculations. The conversion has also eliminated
a $6.1 million liquidation preference related to the shares of Preferred Stock
converted.

F-15

<PAGE>
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dividends on the Preferred Stock are payable at the rate of $.80 per share
per annum, quarterly on the fifteenth day of August, November, February and May
of each year commencing August 15, 1993. In May 1995, as a result of the
Company's Board of Directors suspending four quarterly dividend payments,
holders of the Preferred Stock became entitled to one vote per share of
Preferred Stock on all matters submitted to a vote of stockholders, including
election of directors; once in effect, such voting rights are not terminated by
the payment of all accrued dividends. The Company does not anticipate the
payment of any cash dividends on the Preferred Stock in the foreseeable future;
ten quarterly dividend payments have been suspended as of December 31, 1996
resulting in $331,000 of dividend payments being in arrears as of this date.

As a result of the issuance of the Common Stock pursuant to the Company's
acquisition of the WMDC in June 1996 and the anti-dilution rights of the
Preferred Stock, the conversion rate of the Preferred Stock is subject to
increase and each share of Preferred Stock was convertible into Common Stock at
a conversion rate equal to 1.45 shares of Common Stock for each share of
Preferred Stock as of December 31, 1996.

In conjunction with the Second Offer, the Company entered into an agreement
with two representatives of the underwriters of such offering (the
"Representatives") to issue warrants to one or both of the Representatives.
Pursuant to this agreement (the "Warrant Agreement"), the Company issued to the
Representatives warrants to purchase through May 21, 1998 (a) up to an aggregate
200,000 shares of Preferred Stock at an initial price of $16.00 per share, (b)
up to 220,000 shares, subject to certain adjustments, of Common Stock at an
initial exercise price of $14.54 per share of Common Stock or (c) any
combination of such securities at the respective exercise prices which results
in an aggregate exercise price of $3,200,000, all subject to the terms and
conditions of the Warrant Agreement. No warrants have been exercised through
December 31, 1996.

NOTE 11 -- STOCK OPTIONS:

Under the 1988 Stock Option Plan (as amended), (the "1988 Plan") and the
1992 Stock Option Plan, (the "1992 Plan"), 144,567 and 1,300,000 shares,
respectively, are reserved for issuance of incentive and non-incentive stock
options. Under both the 1988 and 1992 Plans, incentive stock options, as defined
in Section 422 of the Internal Revenue Code, may be granted only to employees
and non-incentive stock options may be granted to employees, directors and such
other persons as the Board of Directors (or a committee (the "Committee)
appointed by the Board) determines will contribute to the Company's success at
exercise prices equal to at least 100%, or 110% for a ten percent shareholder,
of the fair market value of the Common Stock on the date of grant with respect
to incentive stock options and at exercise prices determined by the Board of
Directors or the Committee with respect to non-incentive stock options. The 1988
Plan provides for the payment of a cash bonus to eligible employees in an amount
equal to that required to exercise incentive stock options granted. Stock
options issued under the 1988 Plan are exercisable, subject to such conditions
and restrictions as determined by the Board of Directors or the Committee,
during a ten-year period, or a five-year period for incentive stock options
granted to a ten percent shareholder, following the date of grant; however, the
maturity of any incentive stock option may be accelerated at the discretion of
the Board of Directors or the Committee. Under the 1992 Plan, the Board of
Directors or the Committee determines the exercise dates of options granted;
however, in no event may incentive stock options be exercised prior to one year
from date of grant. Under both the 1988 and 1992 Plans, the Board of Directors
or the Committee selects the optionees, determines the number of shares of
Common Stock subject to each option and otherwise administers the Plans. Under
the 1988 Plan, options expire one month from the date of the holder's
termination of employment with the Company or six months in the event of
disability or death. Under the 1992 Plan, options expire three months from the
date of the holder's termination of employment with the Company or twelve months
in the event of disability or death.

F-16

<PAGE>
INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On April 19, 1994, the Compensation Committee of the Board of Directors of
the Company approved a stock option exchange program under which incentive stock
options to purchase an aggregate of 107,992 shares of Common Stock at an
exercise price of $2.50 per share were granted to employees holding options to
purchase an identical number of shares at exercise prices ranging from $8.00 to
$11.75, contingent upon the surrender of the old stock options. The new stock
options expire on April 18, 2004 and are exercisable, with respect to 25% of the
underlying shares, one year from the date of grant; thereafter the options
become exercisable every three months at the rate of 6.25% of the total number
of shares subject to each such option. Stock options to purchase an aggregate of
105,559 shares of Common Stock were surrendered.

On April 19, 1994, the Board of Directors approved the 1994 Outside
Director Stock Purchase Plan, reserving for issuance thereunder 125,000 shares
of Common Stock, pursuant to which directors who are not full-time employees of
the Company may elect to receive all or a part of their annual retainer fees,
the fees payable for attending meetings of the Board of Directors and the fees
payable for serving on Committees of the Board, in the form of shares of Common
Stock rather than cash, provided that any such election be made at least six
months prior to the date that the fees are to be paid. At December 31, 1996 and
1995, there were no options outstanding under the Outside Directors Purchase
Plan.

Stock option activity, under the 1988 and 1992 Plans combined, is
summarized as follows:
<TABLE>
<CAPTION>

Number of
shares of
Common Stock
underlying Weighted Average
options exercise price
------- --------------

<S> <C> <C>
Options outstanding at December 31, 1993.............. 181,377 $6.37
Granted
Option Price = Fair Market Value.............. 437,627 $1.38
Option Price greater than Fair Market Value... 206,992 $2.25
Option Price less than Fair Market Value...... 95,000 $0.63
Exercised............................................. (11,677) $1.44
Canceled.............................................. (176,692) $6.77
---------

Options outstanding at December 31, 1994.............. 732,627 $1.44
Granted
Option Price = Fair Market Value.............. 130,250 $2.62
Canceled...................................... (19,675) $2.06
---------

Options outstanding at December 31, 1995.............. 843,202 $1.63
Granted
Option Price = Fair Market Value.............. 119,500 $3.42
Option Price > Fair Market Value.............. 225,000 $2.37
Exercised............................................. (44,045) $1.31
Canceled.............................................. (76,841) $2.37

Options outstanding at December 31, 1996.............. 1,066,816 $1.92
=========

Options exercisable at:
December 31, 1994............................. 57,060 $1.17
December 31, 1995............................. 270,035 $1.47
December 31, 1996............................. 406,710 $1.54
</TABLE>

Included in options that were canceled during 1996, 1995 and 1994 were
forfeitures (representing canceled unvested options only) of 56,710, 16,034 and
133,723 with weighted average exercise prices of $2.30, $2.10 and $6.20,
respectively.

The average remaining life of the 1,066,816 options outstanding at December
31, 1996, under the 1988 and 1992 Plan combined, was 8.2 years at exercise
prices ranging from $0.63 to $3.75.

F-17

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pro forma information:

FAS 123 requires pro forma disclosures of net income and earnings per share
amounts as if compensation expense, using the fair value method, was recognized
for options granted after 1994. Using this approach, pro forma net loss and
earnings per share in 1996 would be $313,000 and $0.04 higher, respectively,
versus reported amounts. Pro forma net income would be $38,000 lower and loss
per share would be $0.01 higher in 1995. The weighted average fair value of
options granted during 1996 was $2.91 for options granted at prices equal to
market value and $1.99 for options granted at prices higher than fair value
($2.28 for options granted during 1995). These values, which were used as a
basis for the pro forma disclosures, were estimated using the Black- Scholes
Options-Pricing Model with the following assumptions used for grants in 1996 and
1995, respectively; dividend yield of 0% in both years; volatility of 108.72%
and 115.18% in 1996 and 1995; risk-free interest rate of 6.7% and 6.3% in 1996
and 1995; and an expected term of 6 years for both years.

These pro forma disclosures may not be representative of the effects for
future years since options vest over several years and options granted prior to
1995 are not considered in these disclosures. Also, additional awards generally
are made each year.

The Company recognizes compensation cost for stock-based employee
compensation plans over the vesting period based on the difference, if any,
between the quoted market price of the stock and the amount an employee must pay
to acquire the stock. Deferred employee compensation cost at December 31, 1996
and 1995 was $357,000 and $314,000, respectively. Total compensation cost
recognized in income for the year ended December 31, 1996 and 1995 was $43,000
and $81,000, respectively.

NOTE 12 -- QUARTERLY FINANCIAL DATA (UNAUDITED):

Summarized quarterly financial data for 1996 and 1995 (in thousands, except
per share data) appears below:
<TABLE>
<CAPTION>

Network sites' Net loss per
Revenues, net contribution Net (loss) income share (1)
------------------ ------------------ ------------------- ------------------
1996 1995 1996 1995 1996 1995 1996 1995
------- ------- ------ ------ ------- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First quarter ..... $ 4,175 $ 4,132 $ 818 $ 618 $ (74) $ (122) $(0.04) $ (.05)
Second quarter .... 4,822 4,288 1,116 1,079 85 128 (0.01) (.01)
Third quarter ..... 5,016 4,088 577 999 (693) 12 (0.08) (.02)
Fourth quarter..... 4,330 4,203 754 966 (808) 52 (0.09) (.02)
------- ------- ------ ------ ------- ----- ------ -----

Total year......... $18,343 $16,711 $3,265 $3,662 $(1,490) $ 70 $(0.21) $(.09)
======= ======= ====== ====== ======= ===== ====== =====

(1) Refer to Note 10 - Shareholders' Equity - regarding the impact of the
Company's Second Offer on net loss per share in 1996.
</TABLE>

NOTE 13 -- MAJOR CUSTOMERS:

During 1996, the Company derived substantially all of its revenue from nine
service agreements and from the Women's Medical and Diagnostic Center which it
acquired in June 1996. For the year ended December 31, 1996, one of these
service agreements provided 38.5% of revenues and two other agreements,
including the Westchester Network site agreement which was terminated in
November 1996, each comprised over 10% of the Company's revenue.

F-18

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 -- COMMITMENTS AND CONTINGENCIES:

Clinical Services Development

The Company has commitments to fund clinical services development pursuant
to various collaboration agreements. Effective July 1, 1995, the Company entered
into a new three-year agreement with Monash University which provides for Monash
to conduct research in ART and human fertility to be funded by a minimum annual
payment in Australian dollars of 220,000, the results to be jointly owned by the
Company and Monash. If certain milestones are met as specified in the Agreement,
the Company's annual payment may be a maximum of 300,000 Australian dollars in
year two and 380,000 Australian dollars in year three. Minimum payments of
55,000 Australian dollars and payments for the attainment of certain research
milestones will be made quarterly throughout the term of the Agreement, July 1,
1995 through June 30, 1998. The Company expensed approximately $189,000 and
$88,000 under this agreement in 1996 and 1995, respectively.

Under its contract for a joint development program for genetic testing with
Integrated Genetics ("IG"), the Company funded approximately $56,000 and
$134,000 in the year-ended December 31, 1996 and 1995, respectively. The Company
and IG mutually agreed to terminate this contract in December 1996; the Company
retained the right to use the technology developed under the contract through
this date.

Operating Leases

Refer to Note 8 for a summary of lease commitments.

Line of Credit

Reliance on Third Party Vendors

The Network sites under the RSC Division are dependent on three third-party
vendors that produce patient fertility medications (lupron, metrodin and
fertinex)which are vital to the provision of ART services. Should any of these
vendors experience a supply shortage of medication, it may have an adverse
impact on the operations of the Network sites. To date, the Network sites under
the RSC Division have not experienced any such adverse impacts.

Employment Agreements

The Company has entered into employment and change in control severance
agreements with certain of its management employees, which include, among other
terms, noncompetitive provisions and salary and benefits continuation. The
Company's minimum aggregate commitment under these agreements at December 31,
1996 was approximately $1.7 million.

Commitments to Medical Providers

Pursuant to most new management contracts entered into by the Company in
1995, the Company is obligated to perform the following: (i) advance funds to
the Network site to guarantee a minimum physician salary and/or to provide new
services, utilize new technologies, fund projects, etc. ; and (ii) on or before
the fifteenth business day of each month purchase the net accounts receivable of
the Network site arising during the previous month and to transfer or pay to the
Network site such amount of funds equal to the net accounts receivable less any
amounts owed to the Company for management fees and/or advances. Any advances
are to be repaid monthly and interest expense, computed at the prime rate used
by the Company's primary bank in effect at the time of the advance, will be
charged by the Company for funds advanced. The Company may guarantee the Medical
Provider a certain amount of compensation (i.e. medical practice distributions)
during the first twelve months of the agreement.

F-19

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Under certain management agreements which expire through 2001, the Company
pays the affiliated Medical Provider a fee for the use of space and other
facility services. Such fee is a fixed amount and/or a fee based upon the number
of "procedures" or "cycles", as defined in the respective agreement, performed
at the Network site. The aggregate amount paid pursuant to such agreements was
$856,000, $1,136,000 and $1,443,000 in 1996, 1995 and 1994, respectively.

Commitments to the National Menopause Foundation

In connection with its acquisition of 51% of the outstanding stock of NMF
in June 1996, the Company committed to provide funding to and for the
development of NMF on an as-needed basis during the four year period commencing
June 6, 1996 in amounts not to exceed $500,000 in the aggregate; as of January
1, 1997 the Company had not provided any funding and pursuant to an agreement
between the Company and the minority owner of NMF, the Company is no longer
obligated to provide such funding.

Litigation

In November 1994, the Company was served with a complaint in a matter
captioned Karlin v. IVF America, et. al., pending in the Supreme court of the
State of New York, County of Westchester. The suit also named, as co-defendants,
Vicki L. Baldwin, a Director of the Company, United Hospital and Dr. John
Stangel. The action purported to be a class-action, initiated by plaintiffs on
behalf of themselves and a class of persons similarly situated. Class action
certification was vigorously and substantively disputed in a motion currently
pending before the Court. The Complaint alleged that the defendants,
individually and collectively, had, in the communication of clinical outcome
statistics, inaccurately stated success rates or failed to communicate medical
risks attendant to ART procedures. These allegations gave rise to the central
issue of the case, that of informed consent. The plaintiffs' application for
class certification in Karlin v. IVF America, Inc. et al, filed in Supreme
Court, Westchester County, New York, has been denied by the Court. The Court
ruled that the potential class of patients treated at the IVF America Program at
United Hospital did not meet the criteria for class action status as required by
New York law. In particular, the Court reached this conclusion because,
"individualized and varied issues arising out of the particular
physician-patient relationship, more aligned with the issue of lack of informed
consent, tend to predominate." While plaintiffs have appealed, the Company is
pleased by this decision, sustaining the individualized nature of treatment at
IntegraMed America (formerly IVF America) Network sites, and intends to defend
vigorously the Court's ruling.

F-20

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Insurance

The Company and its affiliated Medical Providers are insured with respect
to medical malpractice risks on a claims made basis. Management is not aware of
any claims against it or its affiliated Medical Providers which might have a
material impact on the Company's financial position or results of operations.

NOTE 15 -- RELATED PARTY TRANSACTIONS:

In connection with the Company's acquisition of WMDC (see Note 6) in June
1996, Morris Notelovitz, M.D., Ph.D. (the "Physician") became a member of the
Company's Board of Directors, and under two long term employment agreements (the
"Employment Agreements"), one being with the Company and the other with AWMC,
the Physician agreed to serve as Vice President for Medical Affairs and Medical
Director of the AWM Division and agreed to provide medical services under the
AWM Division, as defined, respectively. Effective January 1, 1997, Dr.
Notelovitz resigned from his position as a director of the Company and
terminated the Employment Agreements (medical services under the Employment
Agreement with AWMC will be terminated effective March 31, 1997). At December
31, 1996, Dr. Notelovitz was a greater than 5% shareholder of the Company's
outstanding Common Stock and remains a consultant to the Company (see Note 8).

SDL Consultants, a company owned by Sarason D. Liebler, who became a
director of the Company in August, 1994, rendered consulting services to the
Company during 1996 and 1995 for aggregate fees of approximately $17,000 and
$22,000, respectively.

NOTE 16 -- RESTRICTED CASH:

Included in other assets at December 31, 1995 was restricted cash of
$100,000 which represented a security deposit for a letter of credit outstanding
in connection with the lease for the Long Island Network Site. As of December
31, 1996, a security deposit was no longer required for this letter of credit.

NOTE 17 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH
TRANSACTIONS:

In connection with the Company's acquisition of WMDC and NMF in June 1996,
the Company issued 666,666 shares of Common Stock, acquired tangible assets of
$469,000, assumed current liabilities of $245,000, and debt of $97,000, and
acquired $214,000 of intangible assets and $3,159,000 of goodwill. In connection
with this transaction, the Company also issued a note payable in the amount of
$600,000 with annual interest payable at 4.16%.

In May 1996, the Company entered into a management agreement with W.F.
Howard, M.D., P.A. located near Dallas, Texas. Pursuant to this agreement, the
Company incurred a $550,000 obligation for the exclusive right to manage this
facility.

Pursuant to its management agreement with the Philadelphia Clinical
Facilities, the Company incurred a $1 million obligation for the exclusive right
to manage these facilities and assumed capital lease obligations of $89,000.

At December 31, 1996 and 1995, there were accrued dividends on Preferred
Stock outstanding of $331,000 and $946,000, respectively, (see Note 10).

Pursuant to the Offer (see Note 10), 1,136,122 shares of Preferred Stock
were converted into 3,408,366 shares of Common Stock and $227,224 in cash.
Included in recapitalization costs in 1994 was the $227,224 paid to converting
holders of Preferred Stock.

F-21

<PAGE>

INTEGRAMED AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pursuant to the Second Offer (see Note 10), 608,234 shares of Preferred
Stock were converted into 2,432,936 shares of Common Stock.

At December 31, 1996 and 1995 controlled cash of Medical Providers was
$191,000 and $296,000, respectively, which represented a decrease of $105,000,
$193,000 and $34,000 for the year ended December 31, 1996, 1995, and 1994,
respectively.

State taxes, which primarily reflect Massachusetts income taxes and
Connecticut capital taxes, of $119,000 and $155,000 and $150,000 were paid in
the years ended December 31, 1996, 1995 and 1994, respectively.

Interest paid in cash during 1996, 1995 and 1994 amounted to $35,000,
$20,000 and $40,000, respectively. Interest received during 1996, 1995 and 1994
amounted to $412,000, $648,000 and $498,000, respectively.

NOTE 18 -- SUBSEQUENT EVENTS - (Unaudited):

Subsequent to December 31, 1996, the Company entered into two new asset
purchase and management agreements and terminated one management agreement under
the RSC Division as described below.

On January 7, 1997, the Company acquired certain assets of the Bay Area
Fertility and Gynecology Medical Group, a California Partnership ( the
"Partnership"), and acquired the right to manage the Bay Area Fertility and
Gynecology Medical Group, Inc., a California professional corporation which is
the successor to the Partnership's medical practice ("Bay Area Fertility"). The
aggregate purchase price was approximately $2.0 million, of which $1.5 million
was paid by the Company in cash and $0.5 million was paid in the form of the
Company's Common Stock, or 333,333 shares of the Company's Common Stock, at
closing. In addition to the exclusive right to manage Bay Area Fertility, the
Company acquired other assets which primarily consisted of the name "Bay Area
Fertility" and medical equipment and furniture and fixtures which will continue
to be used by Bay Area Fertility in the provision of infertility and ART
services.

On February 28, 1997, the Company entered into agreements to acquire
certain assets of and the right to manage the Fertility Center of Illinois, a
five physician group practice with six locations (the "Pending Acquisition").
The aggregate purchase price for the Pending Acquisition is $6 million in cash
plus shares of the Company's Common Stock, ranging from 666,667 to 1.0 million
shares, the exact number of which to be determined based on the then market
price of the Common Stock, as defined. The closing of the Pending Acquisition is
conditioned upon the Company's raising at least $6 million in capital over the
next six months. If consummated, the Pending Acquisition will be the largest
acquisition by the Company to date as part of its series of acquisitions over
the last eighteen months.

F-22

<PAGE>

<TABLE>
SCHEDULE II

INTEGRAMED AMERICA, INC.

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 1996, 1995 and 1994

Additions-
Balance at Charged to Balance
Beginning Costs and at End
of Period Expenses Deductions(1) of Period

<S> <C> <C> <C> <C>
Year Ended December 31, 1996
Allowance for doubtful accounts........... $ 89,000 $344,000 $124,000 $309,000
Year Ended December 31, 1995
Allowance for doubtful accounts........... $125,000 $119,000 $155,000 $ 89,000
Year Ended December 31, 1994
Allowance for doubtful accounts........... $193,000 $289,000 $357,000 $125,000

(1) Uncollectible accounts written off.

</TABLE>

S-1

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

INTEGRAMED AMERICA, INC.

Dated: March 21, 1997

By /s/ DWIGHT P. RYAN
Dwight P. Ryan
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ GERARDO CANET
- ------------------------------
Gerardo Canet President, March 21, 1997
Chief Executive Officer
and Director
(Principal Executive Officer)

/s/ DWIGHT P. RYAN
- ------------------------------
Dwight P. Ryan Vice President and March 21, 1997
Chief Financial Officer
(Principal Financial and
Accounting Officer)

/s/VICKI L. BALDWIN
- ------------------------------
Vicki L. Baldwin Director March 21, 1997

/s/ ELLIOTT D. HILLBACK, JR.
- ------------------------------
Elliott D. Hillback, Jr. Director March 21, 1997

/s/ SARASON D. LIEBLER
- ------------------------------
Sarason D. Liebler Director March 21, 1997

/s/ PATRICIA M. MCSHANE, M.D.
- ------------------------------
Patricia M. McShane, M.D. Director March 21, 1997

/s/ LAWRENCE J. STUESSER
- ------------------------------
Lawrence J. Stuesser Director March 21, 1997

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Exhibit
- ----------- -------

3.1(a) --Amended and Restated Certificate of Incorporation of Registrant
effecting, inter alia, reverse stock split (ii)

3.1(b) --Amendment to Certificate of Incorporation of Registrant increasing
authorized capital stock by authorizing Preferred Stock (ii)

3.1(c) --Certificate of Designations of Series A Cumulative Convertible
Preferred Stock (ii)

3.2 --Copy of By-laws of Registrant (i)

3.2(a) --Copy of By-laws of Registrant (As Amended and Restated on December 12,
1995) (xi)

4.1 --Warrant Agreement of Robert Todd Financial Corporation. (i)

4.2 --Copy of Warrant, as amended, issued to IG Labs. (i)

4.3 --RAS Securities Corp. and ABD Securities Corporation's Warrant
Agreement. (ii)

4.4 --Form of Warrants issuable to Raymond James & Associates, Inc. (vii)

10.1 --Copy of Registrant's 1988 Stock Option Plan, including form of option
(i)

10.2 --Copy of Registrant's 1992 Stock Option Plan, including form of option
(i)

10.4 --Severance arrangement between Registrant and Vicki L. Baldwin (i)

10.4(a)--Copy of Change in Control Severance Agreement between Registrant and
Vicki L. Baldwin (vii)

10.5(a)--Copy of Severance Agreement with Release between Registrant and David
J. Beames (iv)

10.6 --Severance arrangement between Registrant and Donald S. Wood (i)

10.6(a)--Copy of Executive Retention Agreement between Registrant and Donald S.
Wood, Ph.D. (viii)

10.7(a)--Copy of lease for Registrant's executive offices relocated to
Purchase, New York (viii)

10.8 --Copy of Lease Agreement for medical office in Mineola, New York (i)

10.8(a)--Copy of new 1994 Lease Agreement for medical office in Mineola, New
York (v)

10.8(b)--Copy of Letter of Credit in favor of Mineola Pavilion Associates, Inc.
(viii)

10.9 --Copy of Service Agreement for ambulatory surgery center in Mineola,
New York (i)

10.10 --Copy of Agreement with MPD Medical Associates, P.C. for Center in
Mineola, New York (i)

<PAGE>

INDEX TO EXHIBITS (continued)

Exhibit No. Exhibit
- ----------- -------

10.10 --Copy of Agreement with MPD Medical Associates, P.C. for Center in
Mineola, New York dated September 1, 1994 (vii)

10.10(a)--Copy of Agreement with MPD Medical Associates, P.C. for Center in
Mineola, New York dated September 1, 1994 (vii)

10.11 --Copy of Service Agreement with United Hospital (i)

10.12 --Copy of Service Agreement with Waltham Weston Hospital and Medical
Center (i)

10.15(a)--Copy of post-Dissolution Consulting Agreement between Registrant and
Allegheny General Hospital (vi)

10.18(a)--Copy of post-Dissolution Consulting, Training and License Agreement
between Registrant and Henry Ford Health Care Systems (iii)

10.19 --Copy of Guarantee Agreement with Henry Ford Health System (i)

10.20 --Copy of Service Agreement with Saint Barnabas Outpatient Centers for
center in Livingston, New Jersey (i)

10.21 --Copy of Agreement with MPD Medical Associates, P.C. for center in
Livingston, New Jersey (i)

10.22 --Copy of Lease Agreement for medical offices in Livingston, New Jersey
(i)

10.23 --Form of Development Agreement between Registrant and IG Laboratories,
Inc. (i)

10.24 --Copy of Research Agreement between Registrant and Monash University
(i)

10.24(a)--Copy of Research Agreement between Registrant and Monash University
(ix)

10.28 --Copy of Agreement with Massachusetts General Hospital to establish the
Vincent Center for Reproductive Biology and a Technical Training
Center (ii)

10.29 --Copy of Agreement with General Electric Company relating to
Registrant's training program (ii)

10.30 --Copy of Indemnification Agreement between Registrant and Philippe L.
Sommer (vii)

10.31 --Copy of Employment Agreement between Registrant and Gerardo Canet
(vii)

10.31(a)--Copy of Change in Control Severance Agreement between Registrant and
Gerardo Canet (vii)

10.31(b)--Copy of the Amendment of Change in Control Severance Agreement between
Registrant and Gerardo Canet (viii)

10.33 --Copy of Change in Control Severance Agreement between Registrant and
Dwight P. Ryan (vii)

<PAGE>

INDEX TO EXHIBITS (continued)

Exhibit No. Exhibit
- ----------- -------

10.35 --Revised Form of Dealer Manager Agreement between Registrant and
Raymond James & Associates, Inc. (vii)

10.36 --Copy of Agreement between MPD Medical Associates, P.C. and Patricia
Hughes, M.D. (vii)

10.37 --Copy of Agreement between IVF America (NJ) and Patricia Hughes, M.D.
(vii)

10.38 --Copy of Management Agreement between Patricia M. McShane, M.D. and IVF
America (MA), Inc. (vii)

10.39 --Copy of Sublease Agreement for medical office in North Tarrytown, New
York (viii)

10.40 --Copy of Executive Retention Agreement between Registrant and Patricia
M. McShane, MD (viii)

10.41 --Copy of Executive Retention Agreement between Registrant and Lois
Dugan (viii)

10.42 --Copy of Executive Retention Agreement between Registrant and Jay
Higham (viii)

10.43 --Copy of Service Agreement between Registrant and Saint Barnabas
Medical Center (ix)

10.44 --Asset Purchase Agreement among Registrant, Assisted Reproductive
Technologies, P.C. d/b/a Main Line Reproductive Science Center,
Reproductive Diagnostics, Inc. and Abraham K. Munabi, M.D. (ix)

10.44(a)--Management Agreement among Registrant and Assisted Reproductive
Technologies, P.C. d/b/a Main Line Reproductive Science Center and
Reproductive Diagnostics, Inc. (ix)

10.44(b)--Physician Service Agreement between Assisted Reproductive Technologies
P.C. d/b/a Main Line Reproductive Science Center and Abraham K.
Munabi, M.D. (ix)

10.45 --Copy of Executive Retention Agreement between Registrant and Stephen
Comess (x)

10.46 --Copy of Executive Retention Agreement between Registrant and Peter
Callan (x)

10.47 --Management Agreement between Registrant and Robert Howe, M.D., P.C.
(x)

10.47(a)--P.C. Funding Agreement between Registrant and Robert Howe, M.D. (x)

10.48 --Management Agreement among Registrant and Reproductive Endocrine &
Fertility Consultants, P.A. and Midwest Fertility Foundations &
Laboratory, Inc. (x)

10.48(a)--Asset Purchase Agreement among Registrant and Reproductive Endocrine &
Fertility Consultants, Inc. and Midwest Fertility Foundations &
Laboratory, Inc. (x)

10.49 --Copy of Sublease Agreement for office space in Kansas City, Missouri
(x)

10.50 --Copy of Lease Agreement for office space in Charlotte, North Carolina
(x)

<PAGE>

INDEX TO EXHIBITS (continued)

Exhibit No. Exhibit
- ----------- -------

10.51 --Copy of Contract Number DADA15-96-C-0009 as awarded to IVF America by
the Department of the Army, Walter Reed Army Medical Center for In
Vitro Fertilization Laboratory Services (xi)

10.52 --Agreement and Plan of Merger By and Among IVF America, Inc., INMD
Acquisition Corp., The Climacteric Clinic, Inc., Midlife Centers of
America, Inc., Women's Research Centers, Inc., America, National
Menopause Foundation, Inc. and Morris Notelovitz (xii)

10.53 --Employment Agreement between Morris Notelovitz, M.D., Ph.D. and IVF
America, Inc., d/b/a IntegraMed America (xii)

10.54 --Physician Employment Agreement Between Morris Notelovitz, M.D., Ph.D.
and INMD Acquisition Corp. ("IAC"), a Florida corporation and wholly
owned subsidiary of IVF America, Inc. ("INMD") (xii)

10.55 --Management Agreement between IVF America, Inc., d/b/a IntegraMed
America, and W.F. Howard, M.D., P.A. (xii)

10.56 --Asset Purchase Agreement between IVF America, Inc., d/b/a IntegraMed
America and W.F. Howard, M.D., P.A. (xii)

10.57 --Business Purposes Promissory Note dated September 8, 1993 in the
amount of $100,000 (xiii) 10.58 --Business Purposes Promossory Note
dated November 18, 1994 in the amount of $64,000 (xiii)

10.59 --Guaranty Agreement (xiii)

10.60 --Security Agreement (Equipment and Consumer Goods (xiii)

10.61 --Management Agreement dated January 7, 1997 by and between the
Registrant and Bay Area Fertility and Gynecology Medical Group, Inc.
(xiv)

10.62 --Asset Purchase Agreement dated January 7, 1997 by and between the
Registrant and Bay Area Fertility and Gynecology Medical, a California
Partnership (xiv)

10.63 --Physician Employment Agreement between Robin E. Markle, M.D. and
Women's Medical & Diagnostic Center, Inc.

10.64 --Physician Employment Agreement between W. Banks Hinshaw, Jr., M.D. and
Women's Medical & Diagnostic Center, Inc.

10.65 --Agreement between IntegraMed America, Inc., f/k/a IVF America Inc.,;
Women's Medical & Diagnostic Center, Inc., f/k/a INMD Acquisition
Corp., and Morris Notelovitz, M.D.

10.66 --Peronsal Responsibility Agreement between IntegraMed America, Inc.,
Bay Area Fertility and Gynecology Medical Group, Inc. and Donald I.
Galen, M.D.

10.67 --Peronsal Responsibility Agreement between IntegraMed America, Inc.,
Bay Area Fertility and Gynecology Medical Group, Inc. and Louis N.
Weckstein, M.D.

10.68 --Peronsal Responsibility Agreement between IntegraMed America, Inc.,
Bay Area Fertility and Gynecology Medical Group, Inc. and Arnold
Jacobson, M.D.

10.69 --Copy of Executive Retention Agreement between Registrant and Glenn G.
Watkins

11 --Computation of Per Share Earnings

21 --List of Subsidiaries

23.1 --Consent of Price Waterhouse LLP

27 --Financial Data Schedule

<PAGE>

INDEX TO EXHIBITS (continued)

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

(i) Filed as Exhibit with identical exhibit number to Registrant's
Statement on Form S-1 (Registration No. 33-47046) and incorporated
herein by reference thereto.

(ii) Filed as Exhibit with identical exhibit number to Registrant's
Statement on Form S-1 (Registration No. 33-60038) and incorporated
herein by reference thereto.

(iii) Filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended March 31, 1994 and
incorporated herein by reference thereto.

(iv) Filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1994 and
incorporated herein by reference thereto.

(v) Filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended September 30, 1994
and incorporated herein by reference thereto.

(vi) Filed as Exhibit with identical exhibit number to Registrant's
Statement on Form 10-K for the period ended December 31, 1993.

(vii) Filed as Exhibit with identical exhibit number to Registrant's
Statement on Form S-4 (Registration No. 33- 82038) and incorporated
herein by reference thereto.

(viii) Filed as Exhibit with identical exhibit number to Registrant's Annual
Report on Form 10-K for the period ended December 31, 1994.

(ix) Filed as Exhibit with identical number to Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1995.

(x) Filed as Exhibit with identical number to Registrant's Quarterly
Report on Form 10-Q for the period ended September 30, 1995.

(xi) Filed as Exhibit with identical exhibit number to Registrant's Annual
Report on Form 10-K for the period ended December 31, 1995.

(xii) Filed as Exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated June 20, 1996.

(xiii) Filed as Exhibit with identical exhibit number to Registrant's Report
on form 8-K/A dated August 20, 1996.

(xiv) Filed as Exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated January 20, 1997.

PHYSICIAN EMPLOYMENT AGREEMENT

AGREEMENT made as of December 30, 1996 between Robin E. Markle, M.D.
residing at 5146 Southwest 9 Lane, Gainesville, Florida 32607 ("Physician") and
Women's Medical & Diagnostic Center, Inc., a Florida corporation, having its
principal place of business at Office Park West, 222 Southwest 36th Terrace,
Gainesville, Florida 32607 ("WMDC").

R E C I T A L S:

WMDC specializes in the provision of gynecological services, including
treatment of peri- and post menopausal women ("Medical Services").

Physician is duly licensed to practice medicine in the State of Florida
and specializes in the provision of Medical Services. Physician has of even date
pursuant to an Asset Purchase Agreement (the "Asset Purchase Agreement") sold
certain assets to WMDC related to Physician's medical practice.

In order to further facilitate the provision of Medical Services by
WMDC, WMDC desires to employ Physician and Physician desires to accept such
employment, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration set forth herein, the parties agree as follows:

1. ENGAGEMENT. WMDC hereby employs Physician and Physician hereby
accepts such employment to devote Physician's professional time, effort and
ability to the provision of Medical Services under the terms and conditions
contained herein and as the parties may agree from time to time.

2. DUTIES.

(a) Physician shall serve as a staff physician of WMDC and, as
such, provide patient care and clinical backup, in Physician's specialty, as
required to ensure the proper provision of services to patients of WMDC at
WMDC's office at the address set forth in Schedule A (the "Offices"), and/or
such other location as shall be mutually agreed to by WMDC and Physician.
Physician agrees to devote Physician's professional time, effort and ability to
the provision of Medical Services under the terms and conditions contained
herein and as the parties may agree from time to time. In connection therewith,
Physician's duties shall include, but not be limited to, the following:

(i) Provision of patient counseling and medical examinations;

<PAGE>

(ii) Reviewing and evaluating clinical data on a routine basis
and making specific recommendations for improving treatment
outcomes;

(iii) Maintenance of a thorough understanding of and
proficiency in the application of the most current
technologies (including both surgical and non-surgical
techniques) relevant to Medical Services; and

(iv) Development and implementation of educational outreach
programs designed to facilitate the development of
relationships with physicians in the obstetric/gynecology
community and the dissemination of information pertaining to
the availability of Medical Services.

(b) Physician shall report to the Medical Director of WMDC.

(c) Physician shall serve as a member of the WMDC Management
Committee whose responsibility shall include, but not be limited to, the
following:

(i) Review and approve any renovation and expansion plans and
capital equipment expenditures;

(ii) Determine priorities of major capital expenditures;

(iii) Develop long-term strategic planning objectives;

(iv) Review and approve annual capital and operating budget;

(v) Review and approve all advertising and other marketing
services;

(vi) Determine fee schedule for WMDC;.

(vii) Review and approve annual medical manpower plan; and

(viii) Review and approve managed care contracts guidelines.

3. COMPENSATION AND BENEFITS.

(a) In consideration of the Medical Services to be provided by
Physician hereunder, Physician shall be compensated as provided on Schedule B
attached hereto and made a part hereof.

(b) All remuneration received by Physician in payment for any
outside professional medical activities, but not including any income derived
from testimony for litigation-related proceedings, lectures, passive
investments, fundraising, or writing where Physician does not render
professional medical services, shall be accounted to and be the sole property of
WMDC. Physician's engagement in outside professional medical activities shall
require the express written consent of WMDC and shall not interfere in any way
with the fulfillment of Physician's duties hereunder or diminish the quality of
the Medical Services rendered.

<PAGE>

4. BILLING. All fees for Medical Services rendered by Physician on
behalf of WMDC hereunder shall be billed and collected by WMDC. In consideration
for the payment to Physician of the compensation described herein, all
receivables and collections attributable to Medical Services provided by
Physician to WMDC patients shall become the property of WMDC, and Physician
agrees immediately to turn over to WMDC any such fees received by Physician
during the term hereof. Physician hereby authorizes WMDC, and/or IntegraMed
America, Inc., the parent company of WMDC ("INMD") on WMDC's behalf, to bill for
Medical Services provided hereunder and agrees to execute any and all
assignments or other documents that may be necessary or appropriate to permit
WMDC, or INMD as its designee, to carry out all billing and collection
functions. Physician agrees that Physician shall not submit bills for, seek
remuneration for, or otherwise collect fees for Medical Services provided
hereunder. Physician shall look solely to WMDC for compensation for the
professional medical services provided hereunder.

5. MEDICAL STAFF PRIVILEGES. Physician hereby acknowledges that in
order to provide Medical Services to WMDC as herein required, Physician must at
all times during the term of this Agreement be a member in good standing of at
least one hospital accredited by the JCAHO ("Hospital") in the geographical
areas in which WMDC maintains its offices. WMDC shall use reasonable efforts to
assist Physician in maintaining such privileges. The failure of Physician to
maintain privileges at the Hospital in good standing shall, at WMDC's option, be
a basis for termination of this Agreement.

6. PROFESSIONAL LIABILITY INSURANCE.

(a) WMDC shall obtain and maintain on behalf of Physician,
professional liability insurance through a carrier and with such limits as WMDC
shall determine from time to time.

(b) WMDC and Physician agree that "tail coverage" is necessary with
respect to Physician's medical practice prior to the term of this Agreement and
they agree to share equally the cost of such coverage which shall be obtained
within 30 days of this Agreement.

(c) WMDC agrees that in the event it changes its current
professional liability carrier during or subsequent to the term of this
Agreement and said new carrier is unwilling to provide retroactive coverage,
WMDC shall obtain appropriate "tail coverage" for professional liability claims
made against Physican relating to Physician's performance during the term of
this Agreement.

<PAGE>

7. COMPLIANCE WITH BYLAWS, RULES AND REGULATIONS AND POLICIES.
Physician agrees at all times to comply with the bylaws, rules and regulations
of the Hospital and of its medical staff and the reasonable policies,
directives, bylaws, rules and regulations of WMDC. Physician acknowledges that
WMDC shall have final authority over: (a) the acceptance or refusal to treat any
patient; and (b) the amount of the fee to be charged for all Medical Services
rendered by Physician to patients of WMDC, so long as such fees are lawful and
reasonable. Notwithstanding the foregoing, Physician may refuse to treat any
patient whom he reasonably believes should not be treated based upon reasonable
legal or medical concerns.

8. MEDICAL RECORDS. All medical records of patients to whom Physician
provides Medical or other medical Services on behalf of WMDC during the term
hereof shall be the property of WMDC. A copy of any medical records of such
patients will be made available to Physician upon request.

9. TERM. The initial term of this Agreement shall begin on January 1,
1997 and shall terminate five (5) years thereafter unless earlier terminated
pursuant to the provisions of Section 10. After the expiration of the initial
term hereunder and provided WMDC has not exercised its right hereunder to
terminate this Agreement, this Agreement shall be extended automatically, on the
same terms and conditions as herein specified, for additional periods of three
(3) years each.

10. TERMINATION.

(a) This Agreement may terminate upon the occurrence of any of the
following:

(i) Conviction of Physician of a felony or suspension,
revocation or non- renewal of Physician's license to practice
medicine;

(ii) Upon the mutual agreement of the parties at any time;

(iii) Upon the loss by Physician of Hospital medical staff
privileges at the Hospital, as described in Section 5;

(iv) By either party upon a material breach by the other
party; provided that the non-breaching party first gives the
breaching party written notice of the breach, and the
breaching party fails to cure the breach within thirty (30)
days after such notice;

(v) By either party without cause upon giving the other six
months' prior written notice; provided, however, if Physician
terminates this Agreement without cause, the provisions of
section 25 shall apply; or

(vi) Upon death or permanent disability of Physician. For
purposes of this Agreement, the term "permanent disability"
shall have the meaning set forth in the long-term disability
insurance policy or policies then maintained by WMDC for the
benefit of its employees, or if no such policy shall then be
in effect, or if more than one such policy shall then be in
effect in which the term "permanent disability" shall be
assigned different definitions, then the term "permanent
disability" shall be defined for purposes hereof to mean any
physical or mental disability or incapacity which renders
Physician incapable of fully performing the services required
in accordance with Physician's obligations hereunder for a
period of 120 consecutive days or for shorter periods
aggregating 120 days during any 12-month period.

<PAGE>

(b) Upon termination of this Agreement, as hereinabove provided,
neither party shall have any further obligation hereunder except for: (i)
obligations occurring prior to the date of termination; and (ii) obligations,
promises or covenants which are expressly made to extend beyond the term of this
Agreement.

11. REPRESENTATIONS AND COVENANTS.

Physician makes the following representations and covenants, the
validity of which shall be a material term of this Agreement:

(a) Physician holds a license and will remain licensed to practice
medicine in the State of Florida;

(b) Physician is authorized by the United States Drug Enforcement
Agency to prescribe all pharmaceuticals required in connection with the
provision of Medical Services;

(c) There are no professional disciplinary proceedings or
malpractice actions threatened or pending against Physician, and Physician has
notified and will promptly notify WMDC of any such professional disciplinary
proceedings and the dispositions thereof;

(d) Physician has notified and will promptly notify WMDC of all
malpractice actions brought against him and the disposition of any such action;
and

(e) Physician shall at all times act in compliance with all
applicable policies and procedures of WMDC as reasonably communicated to
Physician, as well as all applicable federal, state, and local laws, rules and
regulations.

13. CONFIDENTIALITY OF INFORMATION.

(a) Physician agrees to keep confidential and not to use or
disclose to others (except in connection with the fulfillment of Physician's
duties hereunder any Medical Services Information, as defined herein, during the
term of this Agreement or during any extension or renewal thereof, and for a
period of one (1) year thereafter, except as expressly consented to in writing
by WMDC and INMD. For purposes of this Agreement, the term "Medical Services
Information" shall mean such technical, scientific, and business information
provided to Physician by WMDC or INMD which is designated by WMDC or INMD to be
confidential or proprietary. Medical Services Information shall not include
information which: (i) is or becomes known in the scientific community through
no fault of Physician; (ii) is learned by Physician from a third party legally
entitled to disclose such information; or (iii) was already known to Physician
at the time of disclosure by the disclosing party. Physician further agrees that
should his or her contractual relationship hereunder terminate, he or she will
neither take nor retain, without prior written authorization from WMDC and INMD,
any papers, patient lists, fee books, patient record files, or other documents
or copies thereof or other Medical Services Information of any kind belonging to
WMDC or INMD, as the case may be.

<PAGE>

(b) Without limiting other possible remedies available to WMDC for
the breach of this covenant, Physician agrees that injunctive or other equitable
relief shall be available to enforce this covenant, such relief to be without
the necessity of posting bond, cash or otherwise. Physician further agrees that
if any restriction contained in this section is held by any court to be
unenforceable or unreasonable, a lesser restriction shall be enforced in its
place and remaining restrictions herein shall be enforced independently of each
other. The parties further agree that INMD shall have an independent right to
enforce this covenant in its own right.

(c) It is further understood and agreed that in order to minimize
any misunderstanding regarding what information is considered to be confidential
or proprietary Medical Services Information, the WMDC or INMD will designate the
specific information which WMDC or INMD considers to be proprietary or
confidential under this Agreement.

14. NON-COMPETITION AND OFFERS TO EMPLOYEES.

(a) Recognizing (i) the special nature of the relationship which
will exist between the WMDC and the personnel which it employs or retains,
("Protected Personnel"), and (ii) that the recruiting and training of personnel
by WMDC and INMD is a costly and time consuming endeavor, Physician agrees that
he will not, during the term of this Agreement or during any extension or
renewal hereof and for a period of one (1) year thereafter, directly or
indirectly, offer employment to any Protected Personnel or attempt to induce any
Protected Personnel to become employed or otherwise retained by any third party.

(b) Physician agrees that during the term of this Agreement and for
a period of two years after its termination, Physician shall not directly or
indirectly, within a 25 mile radius of any WMDC office where Physician was
employed, compete with the business of WMDC, or own, directly or indirectly, any
part of or become the employee of, or otherwise render services to, any
enterprise which directly or indirectly competes with the business of WMDC.
Physician agrees that the limitations set forth herein in regard to competing
with WMDC during the term of this Agreement and thereafter are reasonable and
necessary for the protection of the goodwill of the business of WMDC . In that
regard, Physician specifically agrees that the limitations as to period of time
and geographic area are reasonable and necessary for the protection of WMDC's
business.

<PAGE>

(c) Without limiting other possible remedies to WMDC for the breach
of the covenants set forth in this Section 14, Physician agrees that injunctive
or other equitable relief shall be available to enforce the covenants, such
relief to be without the necessity of posting a bond, cash or otherwise.
Physician further agrees that if any restriction contained in this Section is
held by any court to be unenforceable or unreasonable, a lesser restriction
shall be enforced in its place and the remaining restrictions contained herein
shall be enforced independently of each other. The parties agree that in
addition to WMDC, INMD shall have an independent right to enforce this covenant
in its own right as it affects the employees, agents and contractors of INMD.

15. PUBLICATIONS. Physician agrees that any and all abstracts,
articles, reviews, or other publications that Physician proposes to submit for
publication within the scientific or medical community, or otherwise, which
publication is the result of direct or indirect support from INMD, in the form
of, including, but not limited to, materials, patients, personnel, data or
Facility or WMDC resources, Physician will submit to INMD's Vice President,
Science and Technology and its Vice President, Medical Affairs, not less than 30
days prior to the proposed submission date, a copy of the proposed article or
publication, for INMD's proprietary review, Physician further agrees that the
appropriate statement, "support provided by INMD, Inc." or "Supported in part by
INMD America, Inc." will be set forth as a disclosure with respect to the
publication.

16. NOTICES. All notices, requests, demands, and other communications
provided for in this Agreement or required among the parties in connection with
the Agreement shall be in writing and shall be deemed to have been given at the
time when personally delivered, or mailed at any United States Post Office or
dropped in any appropriate postal receptacle, registered or certified mail,
prepaid, return receipt requested and regular first class mail, addressed to the
party at the address set forth below or such other address as well:

If to Physician:

Robin E. Markle, M.D.
5146 Southwest 9 Lane
Gainesville, Florida 32607

If to WMDC, at:

Women's Medical & Diagnostic Center, Inc.
Office Park West
222 Southwest 36th Terrace
Gainesville, Florida 32607
Attention: Medical Director

With a copy to:

IntegraMed America, Inc.
One Manhattanville Road
Purchase, New York 10577-2100
Attention: Jay Higham, Vice President

<PAGE>

18. AMENDMENT. No modification, amendment, or addition to this
Agreement, nor waiver of any of its provisions, shall be valid or enforceable
unless in writing and signed by all parties.

19. ASSIGNMENT. No assignment of this Agreement or the rights and
obligations hereunder shall be valid without the specific written consent of
both parties.

20. ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the entire
understanding between the parties and no alteration or modification hereof shall
be effective unless contained in a subsequent written instrument executed by
both parties hereto.

21. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Florida. Any and all claims, disputes or controversies arising under,
out of, or in connection with this Agreement or any breach thereof, shall be
determined by binding arbitration in the State of Florida, City of Gainesville
(herein after "Arbitration"). The party seeking determination shall subject any
such dispute, claim or controversy to either (I) JAMS/Endispute or (ii) the
American Arbitration Association, and the rules of commercial arbitration of the
selected entity shall govern. The Arbitration shall be conducted and decided by
three (3) arbitrators.. Each party shall bear its own expenses, the expenses of
its selected arbitrator and one-half the expenses of the third arbitrator. Any
application to compel Arbitration, confirm or vacate an arbitral award or
otherwise enforce this Paragraph shall be brought in the Courts of the State of
Florida.

22. SEVERABILITY. Each provision in this Agreement is intended to be
severable, and may be modified by any court of competent jurisdiction to the
extent necessary to make such provision valid and enforceable. If any term or
provision hereof shall be determined by a court of competent jurisdiction to be
illegal or invalid for any reason whatsoever in whole or in part, such provision
or portion thereof shall be severed from this Agreement and shall not effect the
validity of the remainder of this Agreement.

23. WAIVER; CONSENT. No consent or waiver, express or implied, by
either party hereto, or of any breach or default by the other party in the
performance by the other of its obligations hereunder, shall be valid unless in
writing, and no such consent or waiver shall be deemed or construed to be a
consent or waiver to or of any other breach or default on the performance by
such other party of the same or any other obligation of such party hereunder.
Failure on the part of either party to complain of any act or failure to act of
the other party or to declare the other party in default, irrespective of how
long such failure continues, shall not constitute a waiver by such party of its
rights hereunder. The granting of any consent or approval in any other instance
by or on behalf of Physician and/or WMDC shall not be construed to waive or
limit the need for such consent in any other or subsequent instance.

<PAGE>

24. FURTHER ACTION. Each party hereto agrees that it will execute and
deliver such further instruments and will take such further action as may be
necessary to discharge, perform or carry out any of its respective obligations
and agreements hereunder.

25. LETTER OF CREDIT. Physician agrees that for the faithful
performance of each and every obligation hereunder for at least five (5) years
to provide WMDC with an Irrevocable Letter of Credit in an initial amount of
$100,000 with an annual reduction by $20,000 during each year during the term of
this Agreement. In the event Physician fails to perform in accordance with this
Agreement, WMDC shall be entitled to draw down the balance of the letter of
credit prorated to the nearest quarter.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first above written.

WOMEN'S MEDICAL & DIAGNOSTIC CENTER, INC..

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

PHYSICIAN:

/s/ Robin E. Markle
-------------------------
Robin E. Markle, M.D.

<PAGE>

SCHEDULE A

Office Locations

Office Park West
222 Southwest 36th Terrace
Gainesville, Florida 32607

6440 Newberry Road
Suite 401
Gainesville, Florida 32605

US Highway 90 West
Lake City, Florida 32055

Ocala address

<PAGE>

SCHEDULE B

COMPENSATION

Physician's base compensation shall be solely a function of
Predistribution Earnings ("PDE") of WMDC distributed as follows:

PDE Physician Group WMDC
--- --------------- ----

$0- $200,000 100% 0%
$201,000-$400,000 50% 50%
$401,000 and above 75% 25%

PDE distributed to Physician and any other physician (the "Physician
Group") employed by WMDC shall be allocated to each physician in accordance with
an allocation approved by the Management Committee consistent with Florida's
regulatory scheme. Physician shall receive a draw of One-hundred Thousand
Dollars ($100,000.00) annually, paid in monthly installments, less local, state
and federal withholdings, towards Physician's portion of PDE available to the
Physician Group. Within 60 days of the end of each quarter, there shall be an
adjustment for any amount of PDE which Physician received for the previous
quarter in excess of or less than the actual PDE to which Physician was
entitled. The adjustment, for the excess or lesser amount, shall be made for the
quarter in which the determination is made.

PDE of WMDC shall mean Research Fees, and Physician and Other
Professional Revenues, net of adjustments for uncollectible accounts, refunds,,
discounts, contractual allowances, professional courtesies and other activities
that do not generate a collectible fee as reasonably determined by WMDC ("Net
Revenues"), less all costs and expenses ("Cost of Services") related to the
operation of WMDC and a monthly management fee paid to INMD equal to 6% of Net
Revenues.

All Cost of Services shall be set forth in the annual budget, as
amended from time to time, and approved by the Management Committee of WMDC.

Cost of Services shall include without limitation, the following costs
and expenses, whether incurred by INMD or WMDC:

1. Salaries and fringe benefits of all employees of INMD working
directly in the management, operation or administration (including,
without limitation, Other Professional Employees and Technical
Employees) providing services at WMDC, along with payroll taxes or all
other taxes and charges now or hereafter applicable to such personnel,
and services of independent contractors;

<PAGE>

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

3. Direct marketing expenses of WMDC, such as direct costs of printing
marketing materials prepared by INMD;

4. Any sales and use taxes assessed against WMDC related to the
operation of WMDC's medical practice;

5. Lease payments, depreciation expense (determined according to
GAAP), taxes and interest directly relating to the Facilities and
equipment, and other expenses of the Facilities;

6. Legal fees paid by INMD or WMDC to outside counsel in connection
with matters specific to the operation of WMDC such as regulatory
approvals required as a result of the parties entering into this
Agreement; provided however, legal fees incurred by the parties hereto
as a result of a dispute between the parties shall not be considered a
Cost of Services.

7. Fringe benefits provided to Physician Employees;

8. All insurance necessary to operate WMDC including fire, theft,
general liability and malpractice insurance for Physician Employees of
WMDC;

9. Professional licensure fees and board certification fees of
Physician Employees and Other Professional Employees rendering Medical
Services on behalf of WMDC;

10. Membership in professional associations and continuing
professional education for Physician Employees and Other Professional
Employees;

11. Quality Assurance Program;

12. Cost of filing fictitious name permits pursuant to this Agreement;
and

13. Such other costs and expenses directly incurred by INMD or WMDC
necessary for the management or operation of WMDC.

<PAGE>

In addition to the base compensation set forth above, Physician shall
receive $150,000 payable as follows:

A. A sign- on bonus in the amount of $110,000 with $40,000 payable on
the signing of this Agreement and the balance paid in four equal payments of
$17,500 for each of the next four years on the anniversary date of this
Agreement; and

B. A non-compete payment of $50,000 with $10,000 payable on the signing
of this Agreement and the balance paid in four equal payments of $10,000 for
each of the next four years on the anniversary date of this Agreement.

C. In the event this Agreement is terminated for any reason other than
death or permanent disability of Physician during the first 5 years, any portion
of the Sign-on bonus and non-compete payments which are not amortized by WMDC in
accordance with GAAP shall be repaid to WMDC.

BENEFITS

Physician shall receive the following benefits which are considered
part of Cost of Services. .

CATEGORY BENEFIT
- -------- -------

Health Insurance Family Coverage; 80 % paid by WMDC

Dental Insurance Fully Funded for Physician

Life Insurance $200,000 Coverage

Disability Insurance 60% of base compensation after 90
days; paid to age 65

Continuing Medical Education One week annually for participation in
professional meetings

Malpractice Insurance $1,000,000/$3,000,000 coverage provided

Vacation As agreed to between WMDC and Physician

Sick time As needed

Social Security and Employment taxes As required by law

PHYSICIAN EMPLOYMENT AGREEMENT

AGREEMENT made as of December 30, 1996 between W. Banks Hinshaw, Jr.,
M.D. residing at 5146 Southwest 9 Lane, Gainesville, Florida 32607 ("Physician")
and Women's Medical & Diagnostic Center, Inc., a Florida corporation, having its
principal place of business at Office Park West, 222 Southwest 36th Terrace,
Gainesville, Florida 32607 ("WMDC").

R E C I T A L S:

WMDC specializes in the provision of gynecological services, including
treatment of peri- and post menopausal women ("Medical Services").

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration set forth herein, the parties agree as follows:

2. DUTIES.

(i) Provision of patient counseling and medical examinations;

<PAGE>

(ii) Reviewing and evaluating clinical data on a routine basis
and making specific recommendations for improving treatment
outcomes;

(b) Physician shall report to the Medical Director of WMDC.

(c) Physician shall serve as a member of the WMDC Management
Committee whose responsibility shall include, but not be limited to, the
following:

(i) Review and approve any renovation and expansion plans and
capital equipment expenditures;

(ii) Determine priorities of major capital expenditures;

(iii) Develop long-term strategic planning objectives;

(iv) Review and approve annual capital and operating budget;

(v) Review and approve all advertising and other marketing
services;

(vi) Determine fee schedule for WMDC;.

(vii) Review and approve annual medical manpower plan; and

(viii) Review and approve managed care contracts guidelines.

3. COMPENSATION AND BENEFITS.

(a) In consideration of the Medical Services to be provided by
Physician hereunder, Physician shall be compensated as provided on Schedule B
attached hereto and made a part hereof.

<PAGE>

6. PROFESSIONAL LIABILITY INSURANCE.

(a) WMDC shall obtain and maintain on behalf of Physician,
professional liability insurance through a carrier and with such limits as WMDC
shall determine from time to time.

<PAGE>

10. TERMINATION.

(a) This Agreement may terminate upon the occurrence of any of the
following:

(i) Conviction of Physician of a felony or suspension,
revocation or non- renewal of Physician's license to practice
medicine;

(ii) Upon the mutual agreement of the parties at any time;

(iii) Upon the loss by Physician of Hospital medical staff
privileges at the Hospital, as described in Section 5;

<PAGE>

11. REPRESENTATIONS AND COVENANTS.

Physician makes the following representations and covenants, the
validity of which shall be a material term of this Agreement:

(a) Physician holds a license and will remain licensed to practice
medicine in the State of Florida;

(b) Physician is authorized by the United States Drug Enforcement
Agency to prescribe all pharmaceuticals required in connection with the
provision of Medical Services;

(d) Physician has notified and will promptly notify WMDC of all
malpractice actions brought against him and the disposition of any such action;
and

13. CONFIDENTIALITY OF INFORMATION.

<PAGE>

14. NON-COMPETITION AND OFFERS TO EMPLOYEES.

<PAGE>

If to Physician:

W. Banks Hinshaw, Jr., M.D.
5146 Southwest 9 Lane
Gainesville, Florida 32607

If to WMDC, at:

Women's Medical & Diagnostic Center, Inc.
Office Park West
222 Southwest 36th Terrace
Gainesville, Florida 32607
Attention: Medical Director

With a copy to:

IntegraMed America, Inc.
One Manhattanville Road
Purchase, New York 10577-2100
Attention: Jay Higham, Vice President

<PAGE>

18. AMENDMENT. No modification, amendment, or addition to this
Agreement, nor waiver of any of its provisions, shall be valid or enforceable
unless in writing and signed by all parties.

19. ASSIGNMENT. No assignment of this Agreement or the rights and
obligations hereunder shall be valid without the specific written consent of
both parties.

<PAGE>

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first above written.

WOMEN'S MEDICAL & DIAGNOSTIC CENTER, INC..

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

PHYSICIAN:

/s/ W. Banks Hinshaw
--------------------------
W. Banks Hinshaw, Jr., M.D.

<PAGE>

SCHEDULE A

Office Locations

Office Park West
222 Southwest 36th Terrace
Gainesville, Florida 32607

6440 Newberry Road
Suite 401
Gainesville, Florida 32605

US Highway 90 West
Lake City, Florida 32055

Ocala address

<PAGE>

SCHEDULE B

COMPENSATION

Physician's base compensation shall be solely a function of
Predistribution Earnings ("PDE") of WMDC distributed as follows:

PDE Physician Group WMDC
--- --------------- ----

$0- $200,000 100% 0%
$201,000-$400,000 50% 50%
$401,000 and above 75% 25%

All Cost of Services shall be set forth in the annual budget, as
amended from time to time, and approved by the Management Committee of WMDC.

Cost of Services shall include without limitation, the following costs
and expenses, whether incurred by INMD or WMDC:

<PAGE>

3. Direct marketing expenses of WMDC, such as direct costs of printing
marketing materials prepared by INMD;

4. Any sales and use taxes assessed against WMDC related to the
operation of WMDC's medical practice;

5. Lease payments, depreciation expense (determined according to
GAAP), taxes and interest directly relating to the Facilities and
equipment, and other expenses of the Facilities;

7. Fringe benefits provided to Physician Employees;

8. All insurance necessary to operate WMDC including fire, theft,
general liability and malpractice insurance for Physician Employees of
WMDC;

9. Professional licensure fees and board certification fees of
Physician Employees and Other Professional Employees rendering Medical
Services on behalf of WMDC;

10. Membership in professional associations and continuing
professional education for Physician Employees and Other Professional
Employees;

11. Quality Assurance Program;

12. Cost of filing fictitious name permits pursuant to this Agreement;
and

13. Such other costs and expenses directly incurred by INMD or WMDC
necessary for the management or operation of WMDC.

<PAGE>

In addition to the base compensation set forth above, Physician shall
receive $150,000 payable as follows:

BENEFITS

Physician shall receive the following benefits which are considered
part of Cost of Services. .

CATEGORY BENEFIT
- -------- -------

Health Insurance Family Coverage; 80 % paid by WMDC

Dental Insurance Fully Funded for Physician

Life Insurance $200,000 Coverage

Disability Insurance 60% of base compensation after 90
days; paid to age 65

Continuing Medical Education One week annually for participation in
professional meetings

Malpractice Insurance $1,000,000/$3,000,000 coverage provided

Vacation As agreed to between WMDC and Physician

Sick time As needed

Social Security and Employment taxes As required by law

AGREEMENT

AGREEMENT, dated as of January 1, 1997 ["Agreement"] by and between (i)
IntegraMed, Inc., f/k/a IVF America Inc., a Delaware corporation, ["INMD"] and
(ii) Women's Medical and Diagnostic Center, Inc., f/k/a INMD ACQUISITION CORP.,
a Florida corporation and wholly-owned subsidiary of INMD ["WM&DC"] and (iii)
Morris Notelovitz, M.D., an individual having a principal place of business at
Office Park West, 222 S.W. 36th Terrace, Gainesville, Florida 32607
["Notelovitz"] [collectively referred to as the "Parties"].

W I T N E S S E T H

WHEREAS, INMD, WM&DC, Notelovitz and others were parties to an
Agreement and Plan of Merger dated June 7, 1996 ["Merger Agreement"]; and

WHEREAS, pursuant to paragraph 2.2(b) of the Merger Agreement, INMD has
provided Notelovitz with a promissory note which provides for quarterly payments
of thirty-seven thousand five hundred dollars ($37,500.00), commencing September
1, 1996, with simple interest of 4.16%, ["Notelovitz Note Payments"], some of
which have been paid; and

WHEREAS, INMD, WM&DC and Notelovitz are parties to a Physician
Employment Agreement dated June 7, 1996 ["Physician Employment Agreement"]; and
WHEREAS, INMD and Notelovitz are parties to an Employment Agreement dated June
7, 1996 whereby Notelovitz became the Medical Director of INMD's Menopause
Division ["Medical Director Agreement"]; and

WHEREAS, pursuant to the Merger Agreement, WM&DC was the surviving
corporation and operates a medical practice specializing in the provision of
gynecological services, including treatment of peri-and post menopausal women
[the "Practice"]; and

WHEREAS, pursuant to the Merger Agreement, one of the assets acquired,
and currently owned by, WM&DC is a group of certain research contracts, in the
nature of clinical trials, in which Notelovitz is the principal investigator
["Practice Clinical Trials"], a schedule of which is here attached as Schedule
A; and

WHEREAS, the Physician Employment Agreement provides for Notelovitz to
provide Medical Services, as such term is used in the Physician Employment
Agreement ["Medical Services"], to the Practice; and

WHEREAS, Notelovitz has expressed a desire to terminate the Medical
Director Agreement and Physician Employment Agreement; and

WHEREAS, the Parties desire to effectuate a termination of the Medical
Director Agreement and Physician Employment Agreement in an orderly fashion, so
as to insure a transition in the rendition of Medical Services and the
performance of the Practice Clinical Trials, to and at the Practice and mitigate
any adverse impact on the assets, opportunities and on-going business of WM&DC;
and

WHEREAS, Drs. Hinshaw and Markle ["Clinician(s)"], pursuant to the
direction of INMD, are providing Medical Services at the Practice, having
commenced doing so on January 2, 1997 ["Clinician(s) Starting Date"]; and

WHEREAS, the Parties desire to amend, in part, the Physician Employment
Agreement and to terminate, except as herein provided, the Medical Director
Agreement.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the parties agree as follows:

- 1 -

<PAGE>

1. Notelovitz Debt.

(a) The Parties acknowledge that, pursuant to the paragraph 3(a)(ii)of
the Medical Director Agreement, and pursuant to paragraph 3(a) and Schedule B of
the Physician Employment Agreement, advances have been made by WM&DC and/or INMD
to Notelovitz in the amounts of $47,435.90 and $71,153.85, respectively, and
such amount, in the aggregate of $118,589.75 (One hundred and eighteen thousand
five hundred and eighty nine 75/100 dollars) is owed by Notelovitz to WM&DC,
and/or INMD ["Notelovitz Debt"]. The Notelovitz Debt specifically excludes prior
overpayments in salary made to Notelovitz, in the amount of $16,025.54 (Sixteen
thousand twenty five and 54/100 dollars), which amount shall remain due and
owing to INMD and which shall be paid by Notelovitz prior to February 28, 1997.

(b) As of December 31, 1996, the Notelovitz Debt, for advances against
salary or profit, is established as the sum certain delineated in paragraph (a)
hereof. Notwithstanding this, if the Notelovitz Debt is not retired pursuant to
paragraph 9 of this Agreement, Notelovitz shall have the right to contest the
amount of the Notelovitz Debt.

2. Duties of Notelovitz, INMD and WM&DC.

(a) Notelovitz, INMD and WM&DC shall, in cooperation with each other,
use their best efforts to recruit a physician, duly licensed to practice
medicine in the State of Florida, with experience in the conduct of research,
including the performance of clinical trials ["Research Scientist"]. Such
Research Scientist shall commence providing Medical Services and conducting
research, including clinical trials, at WM&DC ["Research Scientist Starting
Date"] at the direction of INMD.

3. Clinical Duties of Notelovitz.

(a) Notelovitz shall perform all duties under the Physician Employment
Agreement, paragraphs 2(a)(i),(ii) and (iii), 2(b) and 2(c), shall duly conduct
all Practice Clinical Trials, and use his best efforts to protect and preserve
any and all clinical and research opportunities of WM&DC.

(b) Notelovitz shall use his best efforts to familiarize the
Clinician(s) or Research Scientist with the Practice and effectuate a transition
of the provision of Medical Services and the performance of Practice Clinical
Trials for the Practice to such Clinician(s) and/or Research Scientist. These
efforts shall include:

(1) familiarizing the Clinician(s) and/or Research Scientist with
the routine, administrative procedures, customs, usage and
records of the Practice;

(2) instructing, where necessary, the Clinician(s) and Research
Scientist, as to the operation, use and characteristics of any
and all medical equipment;

(3) reasonably cooperating in the scheduling, coverage and
treatment matters so as to incorporate such Clinician(s) and
Research Scientist in the treatment of patients at the
Practice;

(4) familiarizing the Research Scientist with the protocols,
methods, procedures, record keeping, reporting and interfacing
with the sponsor, with respect to all Practice Clinical
Trials;

(5) introduction of all personnel of the Practice to the
Clinician(s) and Research Scientist and the encouragement of
such personnel to respond to the reasonable requests and
direction of the Clinician(s) and Research Scientist.

- 2 -

<PAGE>

(6) conduct himself, in the provision of Medical Services, in a
manner consistent with the courteous sharing of the office
space of the Practice with the Clinician(s) , Research
Scientist, and WM&DC personnel and in keeping with the
standards of care and courtesy with respect to all patients.

(7) introduce the Clinician(s) and Research Scientists to all
healthcare professionals, who by way of full-time or part-time
service, consultation or referrals provide (or have in the
past provided) any type of diagnostic or medical treatment, or
patient education to the patients at WM&DC ["Healthcare
Professionals"] and acquaint such Clinician(s) and Research
Scientist with all administrative procedures, methods and
procedures for referrals, consultations or treatment by such
Healthcare Professionals.

(8) comply with all reasonable policies, directives, bylaws, rules
and regulations of WM&DC. Notelovitz acknowledges that WM&DC
shall have final authority over: (a) the acceptance or refusal
to treat any patient; and (b) the amount of the fee to be
charged for all Medical Services rendered by Notelovitz to
patients at the Practice, so long as such fees are lawful and
reasonable. Notwithstanding the foregoing, Notelovitz may
refuse to treat any patient whom, on the basis of his
reasonable medical judgment, should not be treated.

(c) The aggregate of responsibilities detailed in Paragraph 3,
subparagraphs (a) and (b)(1)-(8) of this Agreement shall hereafter be referred
to in the aggregate as "Clinical Duties".

(d) Notelovitz agrees to devote his professional time, effort and
ability to the performance of his Clinical Duties at WM&DC during the Clinical
Term; subject to paragraph 16, Notelovitz shall devote not less than an
aggregate of forty (40) full professional days to the performance of such
clinical duties, during the Clinical Term of this Agreement as defined in
paragraph 5. Full professional days shall mean that at the end of the Clinical
Term, the aggregate number of hours worked during the aggregate of the full
professional days shall be no less than two hundred and eighty (280).

4. Research and Research Transition Duties of Notelovitz.

(a) Notelovitz shall use his best efforts to have the Research
Scientist substituted as the principal investigator of each of the Practice
Clinical Trials, which effort shall include, but not be limited to, introduction
of such Research Scientist and/or an INMD corporate representative to the
sponsor, providing any necessary recommendations, and the completion and
execution of any forms or correspondence requested by each such sponsor. The
effective date(s) of the substitution of the Research Scientist as the principal
investigator for each such Practice Clinical Trial shall be the date(s) on which
INMD or WM&DC receives written confirmation, from the sponsor of each Practice
Clinical Trial, that the Research Scientist is the principal investigator or
additional investigator of such Practice Clinical Trial ["Substitution Date"].
Any clinical trials which have not reached a Substitution Date as of the end of
the Clinical Term, as defined in paragraph 5(a) of this Agreement, shall be
deemed "Non-Substituted Trials".

- 3 -

<PAGE>

(b) During the Research Term, as defined in paragraph 5(b) of this
Agreement, with respect to any Non-Substituted Trials, the following shall
occur:

(1) Notelovitz shall continue to perform the duties set forth in
paragraphs 3(b)(4), 3(b)(8) and 4(a) above; and

(2) Notelovitz shall conduct such Non-Substituted Trials as INMD
shall designate and shall do so in the capacity of a
consultant to WM&DC, utilizing the facilities and patients of
the Practice to accomplish same.

(3) The aggregate of duties described in paragraph 4(a) and 4(b)
(and its subparagraphs) shall be referred to as "Research
Duties."

(c) During the Consultancy Term, as defined in paragraph 5(c) of this
Agreement, as to any Non-Substituted Trials, the following shall occur:

(1) Notelovitz agrees to continue as principal investigator of
such Non- Substituted Trial(s) as INMD shall designate, and to
consult, oversee and/or communicate with the sponsor, as
required by the sponsor of such Non-Substituted Practice
Clinical Trial, provided, however, that the actual clinical
work and/or record keeping is performed by the Clinicians
and/or Research Scientist at WM&DC; (2) Notelovitz shall use
his best efforts to have the sponsors of each such
Non-Substituted Trial consent to such arrangement. (3) The
aggregate of duties described in paragraph 4(c)(1) and (2)
shall be referred to as "Consultant Duties."

5. Term.

(a) Notelovitz shall perform his Clinical Duties pursuant to paragraph
3 hereof from the date of this Agreement through and including March 31, 1997
["Clinical Term"].

(b) Notelovitz shall perform his Research Duties pursuant to paragraph
4 hereof both during the Clinical Term and until the earlier of (1) the date
when all Practice Clinical Trials reach a Substitution Date or (2) May 31, 1997
["Research Term"].

(c) Notelovitz shall perform his Consultant Duties until all of the
Non-Substituted Trials designated by INMD reach completion ["Consultancy Term"].

6. Compensation of Notelovitz.

(a) During the Clinical Term of this Agreement, Notelovitz shall be
compensated as follows:

(1) As of the date of the execution of this Agreement, paragraph 3
and Schedule B of the Physician Employment Agreement and
paragraph 3 of the Medical Director Agreement shall become
wholly inoperative, and compensation of Notelovitz shall
hereafter be governed solely by the provisions of this
Agreement.

(2) As compensation for the performance, by Notelovitz, of the
Clinical Duties and Research Duties during the Clinical Term,
WM&DC shall pay Notelovitz a salary, bi-monthly, at a rate of
$1154 (eleven hundred and fifty-four dollars) per full
professional day.

(b) After the conclusion of the Clinical Term, and during the remainder
of the Research Term and the Consultancy Term, Notelovitz shall be compensated
as follows:

- 4 -

<PAGE>

(1) Notelovitz shall be compensated at the rate of $170 (one
hundred and seventy dollars) per hour and shall devote such
hours as are reasonably required and reasonably scheduled, and
shall account to WM&DC's Executive Director for the time
spent. Notwithstanding the hourly rate herein delineated, for
each portion of a day in which Notelovitz works at the request
of INMD, he shall be paid the larger amount of (a) the hourly
rate multiplied by the number of hours worked; or (b) a
minimum compensation of $510.00 (five hundred and ten
dollars).

(2) Such compensation shall be paid to Notelovitz bi-monthly, as a
consultant's fee. 7. Prior Agreements. (a) With the exception
of paragraphs 3, 9, 10 which are superseded by this Agreement,
and paragraph 12 (which is amended in part), the Physician
Employment Agreement shall remain in full force and effect
during the Clinical Term of this Agreement; upon the
conclusion of the Clinical Term, the Physician Employment
Agreement shall terminate, except that Section 12 thereof
shall continue in full force and effect, as amended, if at
all, by this Agreement. (b) As of the date of the execution of
this Agreement by Notelovitz, Notelovitz shall resign from the
Board of Directors of INMD, and the Medical Director Agreement
is deemed terminated as a result of Notelovitz's voluntary
resignation and neither Notelovitz nor INMD shall have further
obligations thereunder. Notwithstanding this paragraph, all
obligations, promises or covenants in the Medical Director
Agreement, Section 7, shall continue pursuant to their terms.

8. Termination.

(a) This Agreement shall terminate upon the earliest occurrence of any
of the following:

(1) Upon Notelovitz's performance of Clinical, Research and
Consultancy Duties for the Clinical, Research and Consultancy
Terms; or

(2) Upon the death or disability of Notelovitz; or

(3) Upon Notelovitz's loss, suspension or limitation of Hospital
courtesy privileges at a hospital in the geographic area of
the Practice; or

(4) Upon the conviction of Notelovitz of a felony or suspension,
revocation or non-renewal of his license to practice medicine.

(b) Upon termination of this Agreement, as herein provided, neither
party shall have any further obligation hereunder except for (i) obligations
accruing prior to the date of termination and (ii) obligations, promises or
covenants which are expressly made to extend beyond the term of this Agreement.

9. Retirement of Notelovitz Debt.

(a) The Notelovitz Debt shall be completely retired, and there shall be
no money owed on account of prior advances made pursuant to the Physician
Employment Agreement and the Medical Director's Agreement, on the earliest date
of the following:

(1) Notelovitz has materially performed all Clinical Duties and
Research Duties during the Clinical Term and all Practice
Clinical Trials have reached a Substitution Date; or

(2) Notelovitz has materially performed Clinical Duties during the
Clinical Term and all Research Duties during the Research
Term.

- 5 -

<PAGE>

(b) In the event that (1) Notelovitz does not materially perform all
Clinical Duties for the Clinical Term, or (2) does not materially perform all
Research Duties for Research Term, then none of the Notelovitz Debt shall be
retired.

10. Breach by Notelovitz. In the event of a material breach by Notelovitz
of this Agreement, INMD shall, upon two weeks prior written notice to Notelovitz
of the details of such breach and a failure of Notelovitz to cure within such
time period, be entitled to pursue the Notelovitz Debt and any and all remedies,
including any damages for lost profits, claimed to have resulted from a breach
of duty or obligation under this Agreement occurring on or after January 1, 1997
and shall be entitled to offset, against such claims, payments under the
Notelovitz Notes.

11. Breach by INMD. In the event of a material breach by INMD of this
Agreement, Notelovitz shall, upon two weeks written notice to INMD and a failure
of INMD to cure within such time period, be entitled to pursue any and all
remedies, including any damages for lost profits, claimed to have resulted from
a breach of duty or obligation under this Agreement.

12. Covenants Not to Compete. In recognition of the reasonableness of the
prior covenants not to compete and the significant consideration paid therefor,
Article VIII, Section 8.4 of the Merger Agreement, Section 12 of the Physician
Employment Agreement and Section 7 of the Medical Director Agreement ["Covenants
Not to Compete"] and Article VIII, Sections 8.1 and 8.2 of the Merger Agreement
["Restrictive Covenants"] shall survive this Agreement and remain in full force
and effect. The Covenants Not to Compete shall have a (1) year duration which
shall commence at the earlier of (a) the end of the Clinical Term if, and only
if, all Practice Clinical Trials have reached a Substitution Date; or (b) the
conclusion of the Research Term. The four year term of the Restrictive Covenants
shall remain as stated in the Merger Agreement and are not altered or amended by
this Agreement. Notwithstanding the continued force and effect of the Covenants
Not to Compete and Restrictive Covenants, in the event that Notelovitz completes
without material breach which is not cured within two weeks of written notice of
the details of such breach the (a) Clinical Term; and (b) the Research Term, and
there are no written notices of breach or continued breach served by INMD which
are not subsequently cured within two weeks of written notice of the details of
the breach, said Covenants Not to Compete and Restrictive Covenants shall be
deemed amended only to the extent to permit the following:

(a) During the term of the Covenants Not to Compete and Restrictive
Covenants, Notelovitz shall be permitted to practice medicine, as a sole
practitioner ["Notelovitz Solo Practice"], at a location no closer than fifteen
(15) radial miles from all INMD locations, including but not limited to WM&DC;
and

(b) The Notelovitz Solo Practice, during the term of the Covenants Not
to Compete and Restrictive Covenants,, shall not operate under any name, either
assumed or corporate, that depicts it, in any manner, as a center, clinic or
multi-disciplinary treatment facility for climacteric medicine or for the
treatment of women who are menopausal, pre- menopausal or peri-menopausal or as
a specialty service in climacteric medicine; and

(c) The Notelovitz Solo Practice, during the term of the Covenants Not
to Compete and Restrictive Covenants, shall not advertise or communicate itself
to be a center, clinic or multi-disciplinary treatment facility for the practice
of climacteric medicine or for the treatment of women who are menopausal,
pre-menopausal or peri-menopausal; and

(d) The Notelovitz Solo Practice, during the term of the Covenants Not
to Compete and Restrictive Covenants, shall not conduct or supervise any
clinical trials and shall not consult with any physicians (other than WM&DC
physicians) performing clinical trials; and

- 6 -

<PAGE>

(e) Notelovitz may consult with Pharmaceutical Companies for the
purpose of advising or designing protocols for Clinical Trials but only if he
does not become an investigator or principal investigator for any such Clinical
Trials for a term of one year from the date of the first consultation.

(f) The Covenants Not to Compete and Restrictive Covenants shall
otherwise continue in full force and effect; provided, however that nothing in
the Covenants Not to Compete shall restrict or limit the activities which
Notelovitz may engage in outside the borders of the United States of America
provided that such activities are not performed for any individual, entity,
organization or institution providing clinical services inside the United States
of a nature which, if performed by Notelovitz, would be in violation of the
Covenants Not to Compete.

13. Signing Bonus. INMD shall pay Notelovitz a one time "signing bonus" of
ten- thousand dollars ($10,000.00), on the date INMD receives this Agreement
executed by Notelovitz.

14. Arbitration. Any and all claims, disputes, or controversies arising
under, out of, or in connection with this Agreement, the Physician Employment
Agreement, the Medical Director Agreement or the Merger Agreement, or any breach
thereof, shall be determined by binding arbitration in the State of Florida,
city of Gainesville [hereafter "Arbitration"]. The party seeking determination
shall subject any such dispute, claim or controversy to the American Arbitration
Association, and the rules of commercial arbitration of the selected entity
shall govern. The Arbitration shall be conducted and decided by three (3)
arbitrators, unless the parties mutually agree, in writing at the time of the
Arbitration, to fewer arbitrators. Each party shall bear its own expenses and
one-half the expenses and costs of the arbitrators. Notwithstanding this
paragraph, the parties shall be free to make an application to compel
Arbitration, confirm or vacate an arbitral award, otherwise enforce this
paragraph, or enforce the Covenants Not to Compete by injunctive relief or
otherwise, or remedy, both in equity or at law, a breach of such Covenants Not
to Compete in the Courts of the State of Florida, and nothing in that paragraph
shall be deemed a waiver of any procedural, evidentiary or equitable rights with
relation to such controversies.

15. Cooperation In the event of any claims, suits or governmental
investigations, arising out of or relating to the Practice, in which INMD, WM&DC
and/or Notelovitz shall be named or involved, whether or not pending during the
term of this Agreement, Notelovitz and INMD and WM&DC agree to fully cooperate
with each other in the defense of such suit, claim or investigation. Such
cooperation shall include, by way of example but not limitation, meeting with
defense counsel, the production of any documents in their possession for review,
participation in discovery, response to subpoenae and the coordination of any
individual defense with counsel for INMD and WM&DC or Notelovitz. Notelovitz
shall, as soon as practicable, deliver to INMD and WM&DC copies of any
summonses, complaints, suit letters, subpoenae or legal papers of any kind,
served upon him or his attorneys. This obligation to cooperate in the defense of
any such claims or suits shall survive the termination, for whatever reason, of
this Agreement, and nothing in this paragraph shall obligate the parties to pay
any legal fees incurred by the other.

- 7 -

<PAGE>

16. Vacation and Speaking Engagements. During the Clinical Term of this
Agreement, Notelovitz shall nonetheless be entitled to planned absences from the
Practice ["Absences"], to be used by him, in his sole discretion, for either
speaking engagements, outside professional activities, and/or vacation time;
provided however, that in no event shall such Absences be for greater than an
aggregate of 17 business days. Notelovitz shall provide ten (10) days written
notice of such Absences. Notelovitz shall be paid for only ten (10) days of such
Absences. Thereafter, the compensation of Notelovitz shall be reduced by an
amount representing $1154.00 (eleven hundred and fifty-four dollars) per day of
Absence. During the Research Term, Notelovitz shall be entitled to thirteen (13)
consecutive weekdays of Absence, but shall not be paid for such time period.

17. Notelovitz Ancillary Income. Any remuneration, honorarium, or income,
other than fees or income derived from Notelovitz's provision of Medical
Services, derived from speaking engagements, publications, teaching, service on
boards of directors, or testimony for litigation- related proceedings
["Ancillary Activities"] shall be the sole property of Notelovitz. Any and all
expenses or costs relating to such Ancillary Activities shall be the sole
responsibility of Notelovitz.

18. Professional Liability Insurance and Benefits.

(a) INMD and/or WM&DC shall continue to maintain professional liability
insurance on behalf of Notelovitz during the Clinical, Research and Consultantcy
Terms of this Agreement. Upon end of the such Clinical, Research and
Consultantcy Terms, or in the event of a termination of Notelovitz's services as
the result of a material breach by Notelovitz which remains uncured after two
weeks of written notice detailing the breach, INMD's obligation to maintain such
insurance shall cease and Notelovitz shall be solely responsible for maintaining
professional liability insurance on his own behalf. If Notelovitz establishes a
clinical medical practice, he shall maintain such insurance, for a period of two
years following the termination of this Agreement, in amounts of not less than
$1.0 million per occurrence, $3.0 million in the aggregate, or in such amounts
the premium for which does not exceed the premiums paid by Notelovitz for
professional liability insurance in the year prior to the effective date of the
Merger Agreement.

(b) Notelovitz shall be eligible to participate in INMD's medical,
dental, life and long-term disability insurance and any 401(k) or other
retirement plans ["Benefits"], participation in any such plans to be in
accordance with their respective terms and conditions, during the Clinical Term
of this Agreement. Thereafter, such Benefits shall cease.

19. Medical Records. All medical records of patients to whom Notelovitz
provides, or has provided, Medical Services on behalf of WM&DC during the term
of either this Agreement or the Physician Employment Agreement shall be the
property of WM&DC.

20. Billing. All fees for Medical Services rendered by Notelovitz on behalf
of INMD or WM&DC hereunder shall be billed and collected by WM&DC or its
designee. In consideration of the payment to Notelovitz of the compensation
described herein, all receivables and collections attributable to Medical
Services provided by Notelovitz to WM&DC patients are and shall become the
property of WM&DC and Notelovitz agrees immediately to turn over to WM&DC any
such payments received by Notelovitz during the term hereof. Notelovitz hereby
authorizes WM&DC or its designee to bill for Medical Services provided hereunder
and agrees to execute any and all assignments or other documents that may be
necessary or appropriate to permit WM&DC or its designee to carry out all
billing and collection functions. Notelovitz agrees that he shall not otherwise
submit bills for, seek remuneration for or collect fees for Medical Services
provided hereunder. Notelovitz shall look solely to WM&DC for compensation for
his professional Medical Services provided hereunder.

- 8 -

<PAGE>

21. Proxy. Pursuant to Section 5.5 of the Merger Agreement, Notelovitz
delivered to INMD a proxy ["Proxy"]. The provisions of Section 5.5 of the Merger
Agreement shall continue except that the Proxy shall expire September 30, 1997.

22. National Menopause Foundation. As of the date of this Agreement,
Notelovitz hereby resigns as President and Chief Executive Officer of the
National Menopause Foundation, Inc. ["NMF"] and INMD has no further obligations
to appoint him to a management position or to fund NMF, pursuant to paragraph
5.08 of the Merger Agreement or otherwise. The parties, having failed to reach a
Stockholder's Agreement pursuant to Section 5.09 of the Merger Agreement, shall
hereafter be under no obligation to do so.

23. Cooperation Regarding Publicity. The parties acknowledge that this
Agreement represents a fully consensual and amicable separation of interests and
that during the Term of this Agreement and thereafter each party covenants that,
in communicating with third parties, they shall not, by action or word, defame,
criticize or condemn the actions, conduct or motives of the other. Each party
recognizes that this covenant represents a material obligation of both parties
under this Agreement, the breach of which may impact adversely on the business
interests of the non-breaching party.

24. Notices. All notices, requests, demands, and other communications
provided for in this Agreement or required among the parties in connection with
the Agreement shall be in writing and shall be deemed to have been given at the
time when personally delivered, mailed at any United States Post Office via
registered or certified mail, prepaid, return receipt requested, or sent by
overnight delivery services against receipt, addressed to the party at the
address set forth below or such other address as such party may designate by
notice:

If to Physician: With a copy to:

Morris Notelovitz, M.D., Ph.D. Richard M. Knellinger, P.A.
2801 N.W. 58th Blvd. Barnett Bank Building
Gainesville, Florida 32605 Suite 305
2815 Northwest 13th Street
Gainesville, Florida 32609-2889

If to INMD, at: With a copy to:

INMD Acquisition Corp. IntegraMed America, Inc.
Office Park West One Manhattanville Road
222 S.W. 36th Terrace Purchase, New York 10577-2100
Gainesville, Florida 32607 Attention: Dwight Ryan
Attention: Executive Director Chief Financial Officer

25. Amendment. No modification, amendment, or addition to this Agreement,
nor waiver of any of its provisions, shall be valid or enforceable unless in
writing and signed by all parties.

26. Assignment. No assignment or delegation of this Agreement or the rights
and obligations hereunder shall be valid without the specific written consent of
all parties.

27. Severability. Each provision in this Agreement is intended to be
severable, and may be modified by any court of competent jurisdiction to the
extent necessary to make such provision valid and enforceable. If any term or
provision hereof shall be determined by a court of competent jurisdiction to be
illegal or invalid for any reason whatsoever in whole or in part, such provision
shall be severed from this Agreement and shall not effect the validity of the
remainder of this Agreement.

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<PAGE>

28. Waiver; Consent. No consent or waiver, express or implied, by either
party hereto, of any breach or default by the other party in the performance by
the other of its obligations hereunder, shall be valid unless in writing, and no
such consent or waiver shall be deemed or construed to be a consent or waiver to
or of any other breach or default on the performance by such other party of the
same or any other obligation of such party hereunder. Failure on the part of
either party to complain of any act or failure to act of the other party or to
declare the other party in default, irrespective of how long such failure
continues, shall not constitute a waiver by such party of its rights hereunder.
The granting of any consent or approval in any other instance by or on behalf of
Notelovitz and/or INMD or WM&DC shall not be construed to waiver or limit the
need for such consent in any other or subsequent instance.

29. Conflict. If there is a conflict between this Agreement, the Merger
Agreement, the Physician Employment Agreement and/or the Medical Director
Agreement, the provisions of this Agreement shall control. Any portion of the
Merger Agreement, Physician Employment Agreement or Medical Director Agreement
not specifically superseded by the terms of this Agreement remains in full force
and effect, unless terminated pursuant to its terms. 30. Expenses. Each party
shall bear its own expenses in connection with this Agreement and all
obligations to be performed by it hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement the date
first above written.

INTEGRAMED AMERICA

By: /s/Dwight Ryan
------------------
Name: Dwight P. Ryan
Title: Vice President

WOMEN'S MEDICAL & DIAGNOSTIC CENTER, INC.

By: /s/Dwight Ryan
------------------
Name: Dwight P. Ryan
Title: Vice President

/s/ Morris Notelovitz
-----------------------
MORRIS NOTELOVITZ, M.D.

- 10 -

EXHIBIT 4.3(D)

PERSONAL RESPONSIBILITY AGREEMENT

THIS PERSONAL RESPONSIBILITY AGREEMENT ("Agreement"), dated January 7,
1997, is made and entered into by and between IntegraMed America, Inc., a
Delaware corporation, with its principal place of business at One Manhattanville
Road, Purchase, New York 10577 ("INMD"), Bay Area Fertility And Gynecology
Medical Group, Inc., a California professional corporation ("P.C."), whose
principal place of business is 5601 Norris Canyon Road, Suite 300, San Ramon,
California 94583, and Donald I. Galen , M.D., whose mailing address is 5491
Blackhawk Drive, Danville, California 94506 ("Galen ").

This Agreement is made with reference to a Management Agreement of even
date herewith (the "Management Agreement") between INMD and P.C., and with
reference to an Asset Purchase Agreement of even date herewith (the "Asset
Purchase Agreement") between INMD and Bay Area Fertility Medical Group, a
California professional partnership ("Partnership").

A. Galen and Arnold Jacobsoon, M.D. and Louis N. Weckstein, M.D.
(collectively, "Physicians") are the sole shareholders of P.C., which owns all
of the good will of the Partnership, the entity through which Physicians
exclusively conducted their practice of medicine prior to the formation of P.C.

B. Pursuant to the Management Agreement and the Asset Purchase
Agreement, INMD has transferred to the Physicians or entities representing the
Physicians cash in excess of $1,500,000 and stock in INMD valued at $500,000.

C. The services Physicians have offered through the Partnership and
intend to offer through P.C. are unique in terms of how these services are
rendered and the relative unavailability of similar services from other
physicians, and in terms of Physicians' reputation, and involve both medical
professional and technical services. Through INMD's resources, the parties
intend to maintain and enhance the technology which Physicians offer through
P.C.

D. Physicians intend that P.C. be the entity through which they
henceforth conduct their practice of medicine, and have entered into an
Agreement Among Shareholders (the "Stock Purchase Agreement") and a Shareholders
Employment Agreement effective on or about January 7, 1997, between and among
Physicians and P.C. This Agreement is also made with reference to those
agreements, which define Galen 's and the other Physicians' respective rights
and responsibilities with respect to P.C. and their medical practices, including
but not limited to governance and compensation terms, a stock buy-sell agreement
and a covenant not to compete.

<PAGE>

E. While it is the objective of the parties to this Agreement and the
above-referencedagreements that the P.C. expand its presence, hire additional
and replacement physicians, and otherwise seek to maintain and establish good
will apart from the continued full-time commitment of each of Galen and each of
the other Physicians, the parties also acknowledge that at present the identity
of P.C. is not institutional, but rather is co-extensive with the individual
practices of its current owners.

F. Galen recognizes that the success of P.C. and of INMD's investment
in administrative and technologic resources depends on his commitment and the
commitment of each of the other Physicians to continue to practice medicine
exclusively through P.C. INMD has made substantial payments to Galen and the
other Physicians to assure their availability and dedication to P.C. and has
made and plans to make a substantial investment in equipment and other resources
for P.C. in reliance on the ability to amortize such investments based on such
assurances from Galen and each of the other Physicians.

G. The purpose of this Agreement is to assure INMD that its payments
and commitment of resources is supported by the commitment of Galen to exerting
his best efforts to support the operation of P.C. under its Management Agreement
with INMD. Galen acknowledges that each of the Physicians has executed a similar
agreement with INMD.

Therefore, INMD, P.C., and Galen agree as follow:

1. Term and Termination. This Agreement shall have the same term as the
Management Agreement.

2. P.C. as Representative of Galen 's Interests. Galen acknowledges
that INMD is entering into the Management Agreement with P.C. upon Galen 's
stipulation that P.C. represents his entire medical practice. It is agreed,
therefore, that for purposes of assuring continuity of the commitments under the
Management Agreement, that P.C. is deemed the alter ego of Galen , with specific
rights and responsibilities existing between Galen and INMD, as set forth
herein. However, this Agreement shall not serve as evidence to justify a claim
by INMD that Galen is liable on an alter ego theory for sums owed by P.C. under
Section 9.1 of the Management Agreement

3. Repayment of Rateable Portion of Right to Manage Fee.

a. Pursuant to Article 7 of the Management Agreement, INMD has
paid P.C., for the benefit of Physicians, a Right to Manage Fee in the sum of
$1,000,000 cash and $500,000 in INMD stock and pursuant to the Asset Purchase
Agreement has paid to Partnership, also for the benefit of Physicians, the sum
of $500,000 for the name "Bay Area Fertility," said $2,000,000 being referred to
herein as the "Payment at Closing.". If, during the first five (5) years of this
Agreement, Galen should cease to practice medicine through P.C., except as a
result of death or disability, Galen shall be obligated to forthwith pay to INMD
one-third of the portion of the Payment at Closing, calculated in accordance
with Section 9.1.3 of the Management Agreement that would be payable by P.C. if
the Management Agreement terminated as of the date Galen ceased to practice
medicine at P.C.'s offices. Said repayment shall also be due in the event of a
reduction in Galen 's availability to provide the services that he currently
provides, e.g., if Galen reduced his medical office hours from
four-and-two-thirds days per week to three- and-two-thirds days per week the
additional multiplier would be twenty-one and four-tenths percent (21.4%), and
if he increases his vacation from nine weeks per year to ten weeks per year, the
additional multiplier would be eleven percent (11%), in each case multiplied by
the amount that would be paid had Galen totally ceased work for P.C. at that
time. Galen may pay up to 25% of the sums due INMD under this paragraph in the
form of INMD stock, at its then fair market value. Payments to INMD under this
paragraph shall not entitle Galen to any interest in the assets of P.C. or INMD.

<PAGE>

b. The parties acknowledge that through an effective transition
plan, P.C. may add another physician to its practice so that Galen 's retirement
or other reduction in his availability to P.C. does not adversely affect INMD
revenues under the Management Agreement, but that there are no assurances of
such a transition's success. Galen may request INMD to waive or reduce his
repayment obligation by submitting a written transition plan to INMD for its
consideration. Galen shall submit such a transition plan as soon as possible if
he plans to reduce his availability to P.C., but in no event less than six
months before the reduction in his availability. It is expected that such a plan
shall be modified as the result of discussions among Galen , P.C., and INMD,
that INMD's acceptance of the plan shall be in accordance with the Management
Agreement, and that its agreement to waive or reduce Galen 's repayment
obligation shall be mostly, if not wholly, contingent upon the economic results
of the implementation of the plan and shall be secured by sums owed Galen by
P.C. and P.C.'s shareholders. Approval of the request shall be discretionary for
INMD, but shall not be unreasonably withheld.

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

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

5. Stock Purchase Agreement and Shareholders Employment Agreement.

a. P.C. agrees to exert its best efforts to: (I) comply with the
terms of the Stock Purchase Agreement and Shareholders Employment Agreement
which, if P.C. does not comply, would excuse Galen or any of the other
Physicians or other physician employees or shareholders of P.C. from complying
with his covenant not to compete with P.C., his assignment of all Professional
Revenues to P.C. and other terms confirming that physician's commitment to
practicing medicine solely through P.C. for a period of not less than five (5)
years and thereafter not to terminate his employment without cause on less than
180 days written notice (the "Exclusive Practice Covenants") and (ii) enforce
with respect to each of the Physicians and other physician employees and
shareholders of P.C. the Exclusive Practice Covenants and Galen agrees to exert
his best efforts to cause P.C. to comply with each of the aforementioned
obligations.

b. P.C. and Galen further agree that INMD is a third party
beneficiary of the Exclusive Practice Covenants with respect to Galen and the
other Physicians and that the Exclusive Practice Covenants, in the form that is
then most recently approved by INMD, are hereby incorporated in this Agreement
by reference and may be enforced by INMD as well as by P.C. P.C. and Galen
further agree that the Exclusive Practice Covenants and any other terms of the
Stock Purchase Agreement and Shareholders Employment Agreement may not be
amended or modified in a way which may adversely affect the interests of INMD,
including without limitations its rights under the Management Agreement, without
thirty (30) days prior written notice to INMD and the written consent of INMD,
which consent shall not be unreasonably withheld.

<PAGE>

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

a. The term of the covenant not to compete (the Non-Competition
Period") shall be not less than the greater of five (5) years of employment of
Galen by P.C. or three (3) years after the termination of the Shareholders
Employment Agreement, whichever is greater, but in no event shall extend beyond
the first ten (10) years of employment of Galen by P.C., that employment being
deemed to have begun, for purposes of this Agreement, on the initial effective
date of this Agreement.

b. The geographic scope of the covenant not to compete (the
"Service Area") is twenty-five (25) miles from any offices maintained by P.C.
for the rendition of professional or other medical services to patients during
the last year of Galen 's employment by P.C. or replacements of said offices
(the "Current Medical Offices") or offices which it planned to establish or
acquire during that year and in fact did establish or acquire within one year
after the termination of Galen 's employment (a "Planned Medical Office"). An
office shall be deemed to have been a Planned Medical Office if P.C. had
substantial plans to open such office in that city or area prior to such date,
which plans were discussed at meetings of the Board of Directors or committees
of P.C. which were attended by Galen or minutes of which, whether in draft or
approved form, were provided to Galen , whether or not P.C. entered into leases,
ordered equipment, or secured regulatory approval prior to the termination date.

c. During the Non-Competition Period, Galen agrees that he shall
not advertize or market Infertility Services, engage in the practice of
medicine, or directly or indirectly, own, operate, be employed by, be an agent
of, act as a consultant for. allow his name to be used by, or have a proprietary
interest in, any Medical Practice which is competitive with P.C., or would be
competitive with P.C. if P.C. continued to operate, including but not limited to
a Medical Practice which owns, operates, contracts with or manages Medical
Offices within twenty-five (25) miles of a Current Medical Office or Proposed
Medical Office of P.C..

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

(1) The term "Medical Practice" shall include any form of
organization in which Infertility Services, gynecological
services, or other medical diagnostic, care or treatment services
are provided to patients of the Medical Practice or of other
physicians, including but not limited to a sole proprietorship, a
partnership, an association, a professional corporation, a
business corporation, or a limited liability partnership or
corporation, a laboratory, an outpatient clinic, a practice
management company or medical services organization (or MSO).
However, ownership of less than 1% of the outstanding securities
of any class of a medical management or managed care organization
traded on a national securities exchange or the NASDAQ National
Market System will not be deemed to be engaging, solely by reason
thereof, in the same business.

<PAGE>

(2) The term "Medical Office" includes any location at which
the professional or technical component of Infertility Services
are provided and any other location which a Medical Practice
maintains for patient visits.

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

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

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

7. Commitment to Pay Management Fees. Galen has agreed in the Stock
Purchase Agreement and Shareholder Employment Agreement not to compete with P.C.
during the term of his employment by P.C. and for at least three (3) years
thereafter, and recognizes that in the event that he should compete with P.C.,
INMD would suffer damages in addition to the loss of Galen 's unique services.
Galen therefore agrees that during the term of his Shareholders Employment
Agreement with P.C., and during the Non-Competition Period thereafter, he shall
be obligated, with respect to each month in which he renders services which earn
Physician and other Professional Revenues, as defined in the Management
Agreement, that are not assigned to and collected by P.C., or offers services or
assists other persons in offering services in the Service Area which are similar
to any of those offered by P.C. or planned to be offered by P.C. while he was
still a director, officer or shareholder of P.C. or active in providing services
on behalf of P.C., he shall owe INMD management fees equal to one-twelfth of:

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

<PAGE>

b. One-third of the Base Management Fee which INMD earned during
the Pre- Competition Period.

c. One-third of any other fees earned by INMD under the Management
Agreement during the Pre-Competition Period.

d. One-third of any advances or other payments owed by P.C. to
INMD at the end of the Pre-Competition Period.

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

8. New Shareholders. P.C. and Galen shall require each new Shareholder
of P.C. to enter into an agreement with INMD on substantially the same terms as
this Agreement. Any reallocation of responsibility for repayment under Section 1
of this Agreement and the parallel provision in the Asset Purchase Agreement
shall be set forth in the new shareholder's Personal Responsibility Agreement
and in an amendment to this Agreement.

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

10. Equitable Relief. Without limiting other possible remedies
available to a non-breaching party for the breach of the covenants contained
herein, injunctive or other equitable relief shall be available to enforce those
covenants, such relief to be without the necessity of posting bond, cash or
otherwise. If any restriction contained in said covenants is held by any court
to be unenforceable or unreasonable, a lesser restriction shall be enforced in
its place and remaining restrictions therein shall be enforced independently of
each other.

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

12. Prior Agreements; Amendments. This Agreement, together with the
Management Agreement and the other agreements referenced herein, supersedes all
prior agreements and understandings between the parties as to the subject matter
covered hereunder, and this Agreement may not be amended, altered, changed or
terminated orally. No amendment, alteration, change or attempted waiver of any
of the provisions hereof shall be binding without the written consent of the
parties, and such amendment, alteration, change, termination or waiver shall in
no way affect the other terms and conditions of this Agreement, which in all
other respects shall remain in full force.

<PAGE>

13. Assignment; Binding Effect. This Agreement and the rights and
obligations hereunder may not be assigned without the prior written consent of
the parties, and any attempted assignment without such consent shall be void and
of no force and effect, except that INMD may assign this Agreement to any
subsidiary or affiliate of INMD without the consent of Galen . The provisions of
this Agreement shall be binding upon and shall inure to the benefit of the
parties' respective heirs, legal representatives, successors and permitted
assigns.

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

15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California to the fullest extent
permitted by law, without regard to the application of conflict of law rules.
Any and all claims, disputes, or controversies arising under, out of, or in
connection with this Agreement or any breach thereof, shall be determined by
binding arbitration in the State of California, County of Contra Costa or
Alameda (hereinafter "Arbitration"). The party seeking determination shall
subject any such dispute, claim or controversy to either (I) JAMS/Endispute or
(ii) the American Arbitration Association, and the rules of commercial
arbitration of the selected entity shall govern, except with regard to actions
for injunctive relief. The Arbitration shall be conducted and decided by three
(3) arbitrators, unless the parties mutually agree in writing at the time of the
Arbitration, to fewer arbitrators. In reaching a decision, the arbitrators shall
have no authority to change or modify any provision of this Agreement, including
without limitation, any liquidated damages provision. Each party shall bear its
own expenses and one-half the expenses and costs of the arbitrators. Any
application to compel Arbitration, confirm or vacate an arbitral award or
otherwise enforce this paragraph shall be brought either in the Courts of the
State of California or the United States District Court for the Northern
District of California, to whose jurisdiction for such purposes the parties
hereby irrevocably consent and submit.

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

17. Headings; Capitalized Terms. Section and paragraph headings are not
part of this Agreement and are included solely for convenience and are not
intended to be full or accurate descriptions of the contents thereof. The term
"Infertility Services" and any other capitalized term which is not defined in
this Agreement shall have the same definition it has in the Management
Agreement.

18. Notices. Any notice hereunder shall have been deemed to have been
given only if in writing and either delivered in hand or sent by registered or
certified mail, return receipt requested, postage prepaid, or by United States
Express Mail or other commercial expedited delivery service, with all postage
and delivery charges prepaid, to the addresses set forth below:

<PAGE>

If for INMD at:

IntegraMed America, Inc.
One Manhattanville Road
Purchase, NY 10577-2100
Attention: Judith Connell, Vice President

With a copy to:

IntegraMed America, Inc.
One Manhattanville Road
Purchase, NY 105277-2100
Attention: Claude White, General Counsel

If for Galen at:

Donald I. Galen , M.D.
5491 Blackhawk Drive
Danville, California 94506.

If for P.C. at:

Bay Area Fertility And Gynecology Medical Group
5601 Norris Canyon Road, Suite 300
San Ramon, California 94583
Attention: President

With a copy to:

Frank Gamma, Esq.
Charles Bond & Associates
821 Bancroft Way
Berkeley, California 94710-0226

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

<PAGE>

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

INTEGRAMED AMERICA, INC.,
A DELAWARE CORPORATION

BY: /s/ Dwight Ryan
--------------------------
DWIGHT P. RYAN
ITS: Vice President and CFO

DONALD I. GALEN, M.D.

/s/ Donald Galen
---------------------------------------
DONALD I. GALEN , M.D.

BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.,
A CALIFORNIA PROFESSIONAL CORPORATION

BY: /s/ Arnold Jacobson
-------------------------------
ARNOLD JACOBSON, M.D.
ITS: President

EXHIBIT 4.3(D)

PERSONAL RESPONSIBILITY AGREEMENT

THIS PERSONAL RESPONSIBILITY AGREEMENT ("Agreement"), dated
January 7, 1997, is made and entered into by and between IntegraMed America,
Inc., a Delaware corporation, with its principal place of business at One
Manhattanville Road, Purchase, New York 10577 ("INMD"), Bay Area Fertility And
Gynecology Medical Group, Inc., a California professional corporation ("P.C."),
whose principal place of business is 5601 Norris Canyon Road, Suite 300, San
Ramon, California 94583, and Louis N. Weckstein, M.D., whose mailing address is
104 Warwick Court, Alamo, California 94507 ("Weckstein").

I. Weckstein and Donald I. Galen, M.D. and Arnold Jacobson, M.D. (collectively,
"Physicians") are the sole shareholders of P.C., which owns all of the good will
of the Partnership, the entity through which Physicians exclusively conducted
their practice of medicine prior to the formation of P.C.

A. Pursuant to the Management Agreement and the Asset Purchase
Agreement, INMD has transferred to the Physicians or entities representing the
Physicians cash in excess of $1,500,000 and stock in INMD valued at $500,000.

B. The services Physicians have offered through the Partnership and
intend to offer through P.C. are unique in terms of how these services are
rendered and the relative unavailability of similar services from other
physicians, and in terms of Physicians' reputation, and involve both medical
professional and technical services. Through INMD's resources, the parties
intend to maintain and enhance the technology which Physicians offer through
P.C.

C. Physicians intend that P.C. be the entity through which they
henceforth conduct their practice of medicine, and have entered into an
Agreement Among Shareholders (the "Stock Purchase Agreement") and a Shareholders
Employment Agreement effective on or about January 7, 1997, between and among
Physicians and P.C. This Agreement is also made with reference to those
agreements, which define Weckstein's and the other Physicians' respective rights
and responsibilities with respect to P.C. and their medical practices, including
but not limited to governance and compensation terms, a stock buy-sell agreement
and a covenant not to compete.

<PAGE>

D. While it is the objective of the parties to this Agreement and the
above-referenced agreements that the P.C. expand its presence, hire additional
and replacement physicians, and otherwise seek to maintain and establish good
will apart from the continued full-time commitment of each of Weckstein and each
of the other Physicians, the parties also acknowledge that at present the
identity of P.C. is not institutional, but rather is co-extensive with the
individual practices of its current owners.

E. Weckstein recognizes that the success of P.C. and of INMD's
investment in administrative and technologic resources depends on his commitment
and the commitment of each of the other Physicians to continue to practice
medicine exclusively through P.C. INMD has made substantial payments to
Weckstein and the other Physicians to assure their availability and dedication
to P.C. and has made and plans to make a substantial investment in equipment and
other resources for P.C. in reliance on the ability to amortize such investments
based on such assurances from Weckstein and each of the other Physicians.

F. The purpose of this Agreement is to assure INMD that its payments
and commitment of resources is supported by the commitment of Weckstein to
exerting his best efforts to support the operation of P.C. under its Management
Agreement with INMD. Weckstein acknowledges that each of the Physicians has
executed a similar agreement with INMD.

Therefore, INMD, P.C., and Weckstein agree as follow:

1. Term and Termination. This Agreement shall have the same term as the
Management Agreement.

2. P.C. as Representative of Weckstein's Interests. Weckstein
acknowledges that INMD is entering into the Management Agreement with P.C. upon
Weckstein's stipulation that P.C. represents his entire medical practice. It is
agreed, therefore, that for purposes of assuring continuity of the commitments
under the Management Agreement, that P.C. is deemed the alter ego of Weckstein,
with specific rights and responsibilities existing between Weckstein and INMD,
as set forth herein. However, this Agreement shall not serve as evidence to
justify a claim by INMD that Weckstein is liable on an alter ego theory for sums
owed by P.C. under Section 9.1 of the Management Agreement

3. Repayment of Rateable Portion of Right to Manage Fee.

a. Pursuant to Article 7 of the Management Agreement, INMD
has paid P.C., for the benefit of Physicians, a Right to Manage Fee in the sum
of $1,000,000 cash and $500,000 in INMD stock and pursuant to the Asset Purchase
Agreement has paid to Partnership, also for the benefit of Physicians, the sum
of $500,000 for the name "Bay Area Fertility," said $2,000,000 being referred to
herein as the "Payment at Closing.". If, during the first five (5) years of this
Agreement, Weckstein should cease to practice medicine through P.C., except as a
result of death or disability, Weckstein shall be obligated to forthwith pay to
INMD one-third of the portion of the Payment at Closing, calculated in
accordance with Section 9.1.3 of the Management Agreement that would be payable
by P.C. if the Management Agreement terminated as of the date Weckstein ceased
to practice medicine at P.C.'s offices. Said repayment shall also be due in the
event of a reduction in Weckstein's availability to provide the services that he
currently provides, e.g., if Weckstein reduced his medical office hours from
four-and-two- thirds days per week to three-and-two-thirds days per week the
additional multiplier would be twenty-one and four-tenths percent (21.4%), and
if he increases his vacation from nine weeks per year to ten weeks per year, the
additional multiplier would be eleven percent (11%), in each case multiplied by
the amount that would be paid had Weckstein totally ceased work for P.C. at that
time. Weckstein may pay up to 25% of the sums due INMD under this paragraph in
the form of INMD stock, at its then fair market value. Payments to INMD under
this paragraph shall not entitle Weckstein to any interest in the assets of P.C.
or INMD.

<PAGE>

b. The parties acknowledge that through an effective
transition plan, P.C. may add another physician to its practice so that
Weckstein's retirement or other reduction in his availability to P.C. does not
adversely affect INMD revenues under the Management Agreement, but that there
are no assurances of such a transition's success. Weckstein may request INMD to
waive or reduce his repayment obligation by submitting a written transition plan
to INMD for its consideration. Weckstein shall submit such a transition plan as
soon as possible if he plans to reduce his availability to P.C., but in no event
less than six months before the reduction in his availability. It is expected
that such a plan shall be modified as the result of discussions among Weckstein,
P.C., and INMD, that INMD's acceptance of the plan shall be in accordance with
the Management Agreement, and that its agreement to waive or reduce Weckstein's
repayment obligation shall be mostly, if not wholly, contingent upon the
economic results of the implementation of the plan and shall be secured by sums
owed Weckstein by P.C. and P.C.'s shareholders. Approval of the request shall be
discretionary for INMD, but shall not be unreasonably withheld.

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

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

5. Stock Purchase Agreement and Shareholders Employment Agreement.

a. P.C. agrees to exert its best efforts to: (I) comply with
the terms of the Stock Purchase Agreement and Shareholders Employment Agreement
which, if P.C. does not comply, would excuse Weckstein or any of the other
Physicians or other physician employees or shareholders of P.C. from complying
with his covenant not to compete with P.C., his assignment of all Professional
Revenues to P.C. and other terms confirming that physician's commitment to
practicing medicine solely through P.C. for a period of not less than five (5)
years and thereafter not to terminate his employment without cause on less than
180 days written notice (the "Exclusive Practice Covenants") and (ii) enforce
with respect to each of the Physicians and other physician employees and
shareholders of P.C. the Exclusive Practice Covenants and Weckstein agrees to
exert his best efforts to cause P.C. to comply with each of the aforementioned
obligations.

b. P.C. and Weckstein further agree that INMD is a third
party beneficiary of the Exclusive Practice Covenants with respect to Weckstein
and the other Physicians and that the Exclusive Practice Covenants, in the form
that is then most recently approved by INMD, are hereby incorporated in this
Agreement by reference and may be enforced by INMD as well as by P.C. P.C. and
Weckstein further agree that the Exclusive Practice Covenants and any other
terms of the Stock Purchase Agreement and Shareholders Employment Agreement may
not be amended or modified in a way which may adversely affect the interests of
INMD, including without limitations its rights under the Management Agreement,
without thirty (30) days prior written notice to INMD and the written consent of
INMD, which consent shall not be unreasonably withheld.

<PAGE>

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

a. The term of the covenant not to compete (the
Non-Competition Period") shall be not less than the greater of five (5) years of
employment of Weckstein by P.C. or three (3) years after the termination of the
Shareholders Employment Agreement, whichever is greater, but in no event shall
extend beyond the first ten (10) years of employment of Weckstein by P.C., that
employment being deemed to have begun, for purposes of this Agreement, on the
initial effective date of this Agreement. Notwithstanding the foregoing, after
five years of employment by P.C., Weckstein may reduce the post- employment
Non-Competition Period from three years to as little as one year after the
termination of the Shareholders Employment Agreement by paying to INMD, at least
three months before he intends to begin competing with P.C., the sum of $2,225
multiplied by the number of remaining months of the three year post-employment
covenant not to compete. This payment shall not relieve Weckstein of any
covenants he has made with P.C.

b. The geographic scope of the covenant not to compete (the
"Service Area") is twenty-five (25) miles from any offices maintained by P.C.
for the rendition of professional or other medical services to patients during
the last year of Weckstein's employment by P.C. or replacements of said offices
(the "Current Medical Offices") or offices which it planned to establish or
acquire during that year and in fact did establish or acquire within one year
after the termination of Weckstein's employment (a "Planned Medical Office"). An
office shall be deemed to have been a Planned Medical Office if P.C. had
substantial plans to open such office in that city or area prior to such date,
which plans were discussed at meetings of the Board of Directors or committees
of P.C. which were attended by Weckstein or minutes of which, whether in draft
or approved form, were provided to Weckstein, whether or not P.C. entered into
leases, ordered equipment, or secured regulatory approval prior to the
termination date.

c. During the Non-Competition Period, Weckstein agrees that
he shall not advertize or market Infertility Services, engage in the practice of
medicine, or directly or indirectly, own, operate, be employed by, be an agent
of, act as a consultant for, allow his name to be used by, or have a proprietary
interest in, any Medical Practice which is competitive with P.C., or would be
competitive with P.C. if P.C. continued to operate, including but not limited to
a Medical Practice which owns, operates, contracts with or manages Medical
Offices within twenty-five (25) miles of a Current Medical Office or Proposed
Medical Office of P.C..

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

<PAGE>

(1) The term "Medical Practice" shall include any form of
organization in which Infertility Services, gynecological services, or
other medical diagnostic, care or treatment services are provided to
patients of the Medical Practice or of other physicians, including but
not limited to a sole proprietorship, a partnership, an association, a
professional corporation, a business corporation, or a limited
liability partnership or corporation, a laboratory, an outpatient
clinic, a practice management company or medical services organization
(or MSO). However, ownership of less than 1% of the outstanding
securities of any class of a medical management or managed care
organization traded on a national securities exchange or the NASDAQ
National Market System will not be deemed to be engaging, solely by
reason thereof, in the same business.

(2) The term "Medical Office" includes any location at
which the professional or technical component of Infertility Services
are provided and any other location which a Medical Practice maintains
for patient visits.

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

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

7. Commitment to Pay Management Fees. Weckstein has agreed in the Stock
Purchase Agreement and Shareholder Employment Agreement not to compete with P.C.
during the term of his employment by P.C. and for at least one (1) and up to
three (3) years thereafter, and recognizes that in the event that he should
compete with P.C., INMD would suffer damages in addition to the loss of
Weckstein's unique services. Weckstein therefore agrees that during the term of
his Shareholders Employment Agreement with P.C., and during the Non-Competition
Period thereafter, he shall be obligated, with respect to each month in which he
renders services which earn Physician and other Professional Revenues, as
defined in the Management Agreement, that are not assigned to and collected by
P.C., or offers services or assists other persons in offering services in the
Service Area which are similar to any of those offered by P.C. or planned to be
offered by P.C. while he was still a director, officer or shareholder of P.C. or
active in providing services on behalf of P.C., he shall owe INMD management
fees equal to one-twelfth of:

<PAGE>

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

b. One-third of the Base Management Fee which INMD earned
during the Pre- Competition Period.

c. One-third of any other fees earned by INMD under the
Management Agreement during the Pre-Competition Period.

d. One-third of any advances or other payments owed by P.C.
to INMD at the end of the Pre-Competition Period.

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

8. New Shareholders. P.C. and Weckstein shall require each new
Shareholder of P.C. to enter into an agreement with INMD on substantially the
same terms as this Agreement. Any reallocation of responsibility for repayment
under Section 1 of this Agreement and the parallel provision in the Asset
Purchase Agreement shall be set forth in the new shareholder's Personal
Responsibility Agreement and in an amendment to this Agreement.

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

<PAGE>

13. Assignment; Binding Effect. This Agreement and the rights and
obligations hereunder may not be assigned without the prior written consent of
the parties, and any attempted assignment without such consent shall be void and
of no force and effect, except that INMD may assign this Agreement to any
subsidiary or affiliate of INMD without the consent of Weckstein. The provisions
of this Agreement shall be binding upon and shall inure to the benefit of the
parties' respective heirs, legal representatives, successors and permitted
assigns.

<PAGE>

If for INMD at:

IntegraMed America, Inc.
One Manhattanville Road
Purchase, NY 10577-2100
Attention: Judith Connell, Vice President

With a copy to:

IntegraMed America, Inc.
One Manhattanville Road
Purchase, NY 105277-2100
Attention: Claude White, General Counsel

If for Weckstein at:

Louis N. Weckstein, M.D.
104 Warwick Court
Alamo, California 94507.

If for P.C. at:

Bay Area Fertility And Gynecology Medical Group
5601 Norris Canyon Road, Suite 300
San Ramon, California 94583
Attention: President

With a copy to:

Frank Gamma, Esq.
Charles Bond & Associates
821 Bancroft Way
Berkeley, California 94710-0226

<PAGE>

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

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

INTEGRAMED AMERICA, INC.,
A DELAWARE CORPORATION

BY: /s/Dwight Ryan
---------------------------------
DWIGHT P. RYAN
ITS: Vice President and CFO

LOUIS N. WECKSTEIN, M.D.

/s/ Louis N. Weckstein
----------------------------------
LOUIS N. WECKSTEIN, M.D.

BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.,
A CALIFORNIA PROFESSIONAL CORPORATION

BY: /s/Arnold Jacobson
---------------------------------
ARNOLD JACOBSON, M.D.
ITS: President

EXHIBIT 4.3(D)

PERSONAL RESPONSIBILITY AGREEMENT

THIS PERSONAL RESPONSIBILITY AGREEMENT ("Agreement"), dated January 7,
1997, is made and entered into by and between IntegraMed America, Inc., a
Delaware corporation, with its principal place of business at One Manhattanville
Road, Purchase, New York 10577 ("INMD"), Bay Area Fertility And Gynecology
Medical Group, Inc., a California professional corporation ("P.C."), whose
principal place of business is 5601 Norris Canyon Road, Suite 300, San Ramon,
California 94583, and Arnold Jacobson, M.D., whose mailing address is 2476 Alamo
Glen Drive, Danville, California 94526 ("Jacobson").

I. This Agreement is made with reference to a Management Agreement of even date
herewith (the "Management Agreement") between INMD and P.C., and with reference
to an Asset Purchase Agreement of even date herewith (the "Asset Purchase
Agreement") between INMD and Bay Area Fertility Medical Group, a California
professional partnership ("Partnership").

A. Jacobson and Donald I. Galen, M.D. and Louis N. Weckstein, M.D.
(collectively, "Physicians") are the sole shareholders of P.C., which owns all
of the good will of the Partnership, the entity through which Physicians
exclusively conducted their practice of medicine prior to the formation of P.C.

D. Physicians intend that P.C. be the entity through which they
henceforth conduct their practice of medicine, and have entered into an
Agreement Among Shareholders (the "Stock Purchase Agreement") and a Shareholders
Employment Agreement effective on or about January 7, 1997, between and among
Physicians and P.C. This Agreement is also made with reference to those
agreements, which define Jacobson's and the other Physicians' respective rights
and responsibilities with respect to P.C. and their medical practices, including
but not limited to governance and compensation terms, a stock buy-sell agreement
and a covenant not to compete.

<PAGE>

E. While it is the objective of the parties to this Agreement and the
above-referencedagreements that the P.C. expand its presence, hire additional
and replacement physicians, and otherwise seek to maintain and establish good
will apart from the continued full-time commitment of each of Jacobson and each
of the other Physicians, the parties also acknowledge that at present the
identity of P.C. is not institutional, but rather is co-extensive with the
individual practices of its current owners.

F. Jacobson recognizes that the success of P.C. and of INMD's
investment in administrative and technologic resources depends on his commitment
and the commitment of each of the other Physicians to continue to practice
medicine exclusively through P.C. INMD has made substantial payments to Jacobson
and the other Physicians to assure their availability and dedication to P.C. and
has made and plans to make a substantial investment in equipment and other
resources for P.C. in reliance on the ability to amortize such investments based
on such assurances from Jacobson and each of the other Physicians.

G. The purpose of this Agreement is to assure INMD that its payments
and commitment of resources is supported by the commitment of Jacobson to
exerting his best efforts to support the operation of P.C. under its Management
Agreement with INMD. Jacobson acknowledges that each of the Physicians has
executed a similar agreement with INMD.

Therefore, INMD, P.C., and Jacobson agree as follow:

1. Term and Termination. This Agreement shall have the same term as the
Management Agreement.

2. P.C. as Representative of Jacobson's Interests. Jacobson
acknowledges that INMD is entering into the Management Agreement with P.C. upon
Jacobson's stipulation that P.C. represents his entire medical practice. It is
agreed, therefore, that for purposes of assuring continuity of the commitments
under the Management Agreement, that P.C. is deemed the alter ego of Jacobson,
with specific rights and responsibilities existing between Jacobson and INMD, as
set forth herein. However, this Agreement shall not serve as evidence to justify
a claim by INMD that Jacobson is liable on an alter ego theory for sums owed by
P.C. under Section 9.1 of the Management Agreement

3. Repayment of Rateable Portion of Right to Manage Fee.

a. Pursuant to Article 7 of the Management Agreement, INMD has
paid P.C., for the benefit of Physicians, a Right to Manage Fee in the sum of
$1,000,000 cash and $500,000 in INMD stock and pursuant to the Asset Purchase
Agreement has paid to Partnership, also for the benefit of Physicians, the sum
of $500,000 for the name "Bay Area Fertility," said $2,000,000 being referred to
herein as the "Payment at Closing.". If, during the first five (5) years of this
Agreement, Jacobson should cease to practice medicine through P.C., except as a
result of death or disability, Jacobson shall be obligated to forthwith pay to
INMD one-third of the portion of the Payment at Closing, calculated in
accordance with Section 9.1.3 of the Management Agreement that would be payable
by P.C. if the Management Agreement terminated as of the date Jacobson ceased to
practice medicine at P.C.'s offices. Said repayment shall also be due in the
event of a reduction in Jacobson's availability to provide the services that he
currently provides, e.g., if Jacobson reduced his medical office hours from
four-and-two- thirds days per week to three-and-two-thirds days per week the
additional multiplier would be twenty-one and four-tenths percent (21.4%), and

<PAGE>

if he increases his vacation from nine weeks per year to ten weeks per year, the
additional multiplier would be eleven percent (11%), in each case multiplied by
the amount that would be paid had Jacobson totally ceased work for P.C. at that
time. Jacobson may pay up to 25% of the sums due INMD under this paragraph in
the form of INMD stock, at its then fair market value. Payments to INMD under
this paragraph shall not entitle Jacobson to any interest in the assets of P.C.
or INMD.

b. The parties acknowledge that through an effective
transition plan, P.C. may add another physician to its practice so that
Jacobson's retirement or other reduction in his availability to P.C. does not
adversely affect INMD revenues under the Management Agreement, but that there
are no assurances of such a transition's success. Jacobson may request INMD to
waive or reduce his repayment obligation by submitting a written transition plan
to INMD for its consideration. Jacobson shall submit such a transition plan as
soon as possible if he plans to reduce his availability to P.C., but in no event
less than six months before the reduction in his availability. It is expected
that such a plan shall be modified as the result of discussions among Jacobson,
P.C., and INMD, that INMD's acceptance of the plan shall be in accordance with
the Management Agreement, and that its agreement to waive or reduce Jacobson's
repayment obligation shall be mostly, if not wholly, contingent upon the
economic results of the implementation of the plan and shall be secured by sums
owed Jacobson by P.C. and P.C.'s shareholders. Approval of the request shall be
discretionary for INMD, but shall not be unreasonably withheld.

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

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

5. Stock Purchase Agreement and Shareholders Employment Agreement.

a. P.C. agrees to exert its best efforts to: (I) comply with
the terms of the Stock Purchase Agreement and Shareholders Employment Agreement
which, if P.C. does not comply, would excuse Jacobson or any of the other
Physicians or other physician employees or shareholders of P.C. from complying
with his covenant not to compete with P.C., his assignment of all Professional
Revenues to P.C. and other terms confirming that physician's commitment to
practicing medicine solely through P.C. for a period of not less than five (5)
years and thereafter not to terminate his employment without cause on less than
180 days written notice (the "Exclusive Practice Covenants") and (ii) enforce
with respect to each of the Physicians and other physician employees and
shareholders of P.C. the Exclusive Practice Covenants and Jacobson agrees to
exert his best efforts to cause P.C. to comply with each of the aforementioned
obligations.

b. P.C. and Jacobson further agree that INMD is a third party
beneficiary of the Exclusive Practice Covenants with respect to Jacobson and the
other Physicians and that the Exclusive Practice Covenants, in the form that is
then most recently approved by INMD, are hereby incorporated in this Agreement
by reference and may be enforced by INMD as well as by P.C. P.C. and Jacobson

<PAGE>

further agree that the Exclusive Practice Covenants and any other terms of the
Stock Purchase Agreement and Shareholders Employment Agreement may not be
amended or modified in a way which may adversely affect the interests of INMD,
including without limitations its rights under the Management Agreement, without
thirty (30) days prior written notice to INMD and the written consent of INMD,
which consent shall not be unreasonably withheld.

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

a. The term of the covenant not to compete (the
Non-Competition Period") shall be not less than the greater of five (5) years of
employment of Jacobson by P.C. or three (3) years after the termination of the
Shareholders Employment Agreement, whichever is greater, but in no event shall
extend beyond the first ten (10) years of employment of Jacobson by P.C., that
employment being deemed to have begun, for purposes of this Agreement, on the
initial effective date of this Agreement.

b. The geographic scope of the covenant not to compete (the
"Service Area") is twenty-five (25) miles from any offices maintained by P.C.
for the rendition of professional or other medical services to patients during
the last year of Jacobson's employment by P.C. or replacements of said offices
(the "Current Medical Offices") or offices which it planned to establish or
acquire during that year and in fact did establish or acquire within one year
after the termination of Jacobson's employment (a "Planned Medical Office"). An
office shall be deemed to have been a Planned Medical Office if P.C. had
substantial plans to open such office in that city or area prior to such date,
which plans were discussed at meetings of the Board of Directors or committees
of P.C. which were attended by Jacobson or minutes of which, whether in draft or
approved form, were provided to Jacobson, whether or not P.C. entered into
leases, ordered equipment, or secured regulatory approval prior to the
termination date.

c. During the Non-Competition Period, Jacobson agrees that he
shall not advertize or market Infertility Services, engage in the practice of
medicine, or directly or indirectly, own, operate, be employed by, be an agent
of, act as a consultant for. allow his name to be used by, or have a proprietary
interest in, any Medical Practice which is competitive with P.C., or would be
competitive with P.C. if P.C. continued to operate, including but not limited to
a Medical Practice which owns, operates, contracts with or manages Medical
Offices within twenty-five (25) miles of a Current Medical Office or Proposed
Medical Office of P.C..

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

(1) The term "Medical Practice" shall include any
form of organization in which Infertility Services, gynecological
services, or other medical diagnostic, care or treatment services are
provided to patients of the Medical Practice or of other physicians,
including but not limited to a sole proprietorship, a partnership, an
association, a professional corporation, a business corporation, or a
limited liability partnership or corporation, a laboratory, an
outpatient clinic, a practice management company or medical services
organization (or MSO). However, ownership of less than 1% of the
outstanding securities of any class of a medical management or managed
care organization traded on a national securities exchange or the
NASDAQ National Market System will not be deemed to be engaging, solely
by reason thereof, in the same business.

<PAGE>

(2) The term "Medical Office" includes any location
at which the professional or technical component of Infertility
Services are provided and any other location which a Medical Practice
maintains for patient visits.

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

7. Commitment to Pay Management Fees. Jacobson has agreed in the Stock
Purchase Agreement and Shareholder Employment Agreement not to compete with P.C.
during the term of his employment by P.C. and for at least three (3) years
thereafter, and recognizes that in the event that he should compete with P.C.,
INMD would suffer damages in addition to the loss of Jacobson's unique services.
Jacobson therefore agrees that during the term of his Shareholders Employment
Agreement with P.C., and during the Non-Competition Period thereafter, he shall
be obligated, with respect to each month in which he renders services which earn
Physician and other Professional Revenues, as defined in the Management
Agreement, that are not assigned to and collected by P.C., or offers services or
assists other persons in offering services in the Service Area which are similar
to any of those offered by P.C. or planned to be offered by P.C. while he was
still a director, officer or shareholder of P.C. or active in providing services
on behalf of P.C., he shall owe INMD management fees equal to one-twelfth of:

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

<PAGE>

b. One-third of the Base Management Fee which INMD earned
during the Pre- Competition Period.

c. One-third of any other fees earned by INMD under the
Management Agreement during the Pre-Competition Period.

d. One-third of any advances or other payments owed by P.C. to
INMD at the end of the Pre-Competition Period.

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

8. New Shareholders. P.C. and Jacobson shall require each new
Shareholder of P.C. to enter into an agreement with INMD on substantially the
same terms as this Agreement. Any reallocation of responsibility for repayment
under Section 1 of this Agreement and the parallel provision in the Asset
Purchase Agreement shall be set forth in the new shareholder's Personal
Responsibility Agreement and in an amendment to this Agreement.

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

<PAGE>

13. Assignment; Binding Effect. This Agreement and the rights and
obligations hereunder may not be assigned without the prior written consent of
the parties, and any attempted assignment without such consent shall be void and
of no force and effect, except that INMD may assign this Agreement to any
subsidiary or affiliate of INMD without the consent of Jacobson. The provisions
of this Agreement shall be binding upon and shall inure to the benefit of the
parties' respective heirs, legal representatives, successors and permitted
assigns.

<PAGE>

If for INMD at:

IntegraMed America, Inc.
One Manhattanville Road
Purchase, NY 10577-2100
Attention: Judith Connell, Vice President

With a copy to:

IntegraMed America, Inc.
One Manhattanville Road
Purchase, NY 105277-2100
Attention: Claude White, General Counsel

If for Jacobson at:

Arnold Jacobson, M.D.
2476 Alamo Glen Drive
Danville, California 94526.

If for P.C. at:

Bay Area Fertility And Gynecology Medical Group
5601 Norris Canyon Road, Suite 300
San Ramon, California 94583
Attention: President

With a copy to:

Frank Gamma, Esq.
Charles Bond & Associates
821 Bancroft Way
Berkeley, California 94710-0226

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

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

INTEGRAMED AMERICA, INC.,
A DELAWARE CORPORATION

BY: /s/ Dwight Ryan
--------------------------
DWIGHT P. RYAN

ITS Vice President and CFO

ARNOLD JACOBSON, M.D.

/s/ Arnold Jacobson
--------------------------
ARNOLD JACOBSON, M.D.

BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.,
A CALIFORNIA PROFESSIONAL CORPORATION

BY: /s/ Arnold Jacobson
-------------------------
ARNOLD JACOBSON
ITS: President

EXECUTIVE RETENTION AGREEMENT

EXECUTIVE RETENTION AGREEMENT, dated this 24th day of February, 1997,
between INTEGRAMED AMERICA, INC., a Delaware corporation, having its principal
office at One Manhattanville Road, Purchase, New York 10577-2100 (the
"Company"), and GLENN G. WATKINS, an individual residing at 13274 113th Ave. N.,
Largo, Florida 33774 (the "Executive").

W I T N E S S E T H:

WHEREAS, the Executive is a key executive of the Company and an
integral part of its management; and

WHEREAS, the Company recognizes that the possibility of a change in
control of the Company may result in the departure or distraction of management
to the detriment of the Company and its stockholders; and

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

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

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

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

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

"Change in Control" shall mean:

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

<PAGE>

(b) the closing of the cash acquisition in the event the Company is
acquired for cash in excess of Ten Dollars ($10.00) per share of its Common
Stock;

provided, however, in the case of subsections (a) and (b) immediately above,
that if one or more events which would constitute or reasonably be deemed likely
to cause or result in a "Change in Control" in accordance with the foregoing
should occur, and the Executive shall be or shall have been a member of the
Company's Board of Directors and shall have approved such event(s) either in
writing or by vote at a meeting of the Board, then no "Change in Control" shall
be deemed to have occurred for purposes of this Agreement.

"Company" shall have the meaning set forth in the first paragraph of
this Agreement.

"Company's Termination Notice" shall have the meaning set forth in
Section 9 hereof.

"Executive" shall have the meaning set forth in the first paragraph of
this Agreement.

The Executive's employment shall be deemed to be terminated by the
Company "For Cause" during a Standstill Period if the Company shall terminate
the Executive's employment during the Standstill Period for any one or more of
the following grounds in accordance with the procedural requirements of Section
8 hereof and the notice requirements of Section 9(a)(i) hereof:

(i) if the Executive is indicted for committing a felony or a
decision or determination is rendered by any court or governmental authority
that the Executive has committed any act involving fraud, dishonesty, breach of
trust or moral turpitude;

(ii) if the Executive willfully breaches the Executive's duty of
loyalty to, or commits an act of fraud or dishonesty upon, the Company;

(iii) if the Executive demonstrates gross negligence or willful
misconduct;

(iv) if, in the reasonable, good faith opinion of a majority of
the Company's whole Board of Directors (excluding the Executive if the Executive
shall then be a director of the Company), the Executive engages in personal
misconduct of such a material nature as to render the Executive's presence as an
executive officer of the Company detrimental to the Company or its reputation
and the Executive fails to cure the same within five (5) days after prior notice
thereof from the Company;

<PAGE>

(v) if the Executive commits a material breach of or default under
any of the Executive's employment duties, and the Executive fails to cure such
breach or default within ten (10) days after prior written notice thereof from
the Company; or

(vi) if the Executive commits a material breach of, or default
under, any non- disclosure, confidentiality, non-competition, non-enticement of
employees (including any non- solicitation, non-employment, non-retention or
non-engagement of employees) or similar agreement, obligation or covenant
heretofore or hereafter entered into with or for the benefit of the Company.

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

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

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

"Permanent Disability" shall have the meaning set forth in the
long-term disability insurance policy or policies then maintained by the Company
for the benefit of its employees, or if no such policy shall then be in effect,
or if more than one such policy shall then be in effect in which the term
"permanent disability" shall be assigned different definitions, then the term
"Permanent Disability" shall be defined for purposes hereof to mean any physical
or mental disability or incapacity which renders the Executive incapable of
fully performing the services required of the Executive in accordance with the
Executive's obligations to the Company for a period of 120 consecutive days or
for shorter periods aggregating 120 days during any twelve-month period.

"Qualifying Termination" shall have the meaning set forth in Section 2
hereof.

"Severance" shall have the meaning set forth in Section 2 below.

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

"Stock Option Agreement" shall mean the Stock Option Agreement or Stock
Option Agreements, as the case may be, between the Company and the Executive,
set forth on Schedule A hereto.

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

"Stub Bonus Period" shall have the meaning set forth in Section 2(a)(B)
hereof.

<PAGE>

"Tax Code" shall mean the Internal Revenue Code of 1986, as amended, or
any successor Federal tax law.

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

The Executive's employment shall be deemed to be terminated by the
Company "Without Cause" during a Standstill Period if the Company shall
terminate the Executive's employment during the Standstill Period other than For
Cause (and other than for death or Permanent Disability) in accordance with the
notice requirements of Section 9(a)(ii) hereof.

2. Qualifying Termination of Employment.

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

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

(B) An amount, to be paid within thirty (30) days after the
earliest date following the Termination Date that the same may reasonably be
calculated, equal to the greater of: (x) the pro-rata portion of the amount the
Executive would have earned (notwithstanding the termination of the Executive's
employment) as the Executive's cash bonus, if any, for the fiscal year of the
Company during which the Qualifying Termination occurs, calculated from the
commencement of such fiscal year through the Termination Date (the "Stub Bonus
Period"); or (y) the amount calculated by multiplying the Executive's Bonus by a
quotient, the numerator of which is the number of days contained in the Stub
Bonus Period, and the denominator of which is 365.

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

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

<PAGE>

(ii) the Executive shall terminate the Executive's employment
and, at the time of such termination, the Company shall be entitled to terminate
such employment For Cause (subject to any applicable cure period and the
delivery of the resolution and notice with opportunity to be heard described in
Section 8 below), and further the Company shall have sent, or shall send, the
Executive, within 10 days of the Company's receipt of the Executive's notice of
termination, a notice of termination by the Company specifying the "For Cause"
termination.

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

(a) An amount, to be paid in one-lump sum within thirty (30) days
of the Termination Date, equal to the sum of:

(i) an amount equal to the Executive's Base Salary; and

(ii) an amount equal to the Executive's Bonus.

(b) Until the earlier to occur of (i) one year after the
Termination Date, or (ii) the date on which the Executive becomes eligible to be
covered by or otherwise receives, substantially comparable benefits from a
subsequent employer, the Company shall maintain in full force and effect for the
continued benefit of the Executive all medical insurance, dental insurance, life
insurance and long-term disability insurance policies in which the Executive was
entitled to participate immediately prior to the Termination Date (or
substantially similar policies), provided that the Executive's continued
participation is permitted under the general terms and conditions of such
policies. In the event that the Executive is ineligible to participate in such
policies, the Company reasonably shall arrange, upon comparable terms, to
provide the Executive with benefits substantially similar to those which the
Executive is entitled to receive under such policies, or if not reasonably
available, the Company shall pay to the Executive (in equal monthly in arrears
installments) an amount equal to the most recent direct monthly cost to the
Company of providing such former benefits to the Executive. In furtherance of
the foregoing, the Executive hereby agrees to notify the Company promptly if and
when the Executive commences employment with another employer and if and when
the Executive becomes eligible to participate in any insurance or other benefit
plans, programs, policies or arrangements of another employer.

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

5
<PAGE>

4. Acceleration of Certain Stock Options.

(a) In addition to the provisions of Section 3 above, upon a
Qualifying Termination of the Executive's employment, any and all ISOs
theretofore granted to the Executive, but not yet exercisable, under and
pursuant to the Stock Option Agreement, shall accelerate and become exercisable
as of the date of such Qualifying Termination; provided, however, that in no
event shall the exercise date of ISOs be accelerated to a date prior to one year
from the date of grant; and, provided further, that in no event shall ISOs to
purchase more than the number of shares of the Company's Common Stock derived by
dividing $100,000 by the exercise price per share become exercisable in any one
calendar year. In the event the number of ISOs which would otherwise become
accelerated shall be limited by the foregoing, the exercise date of the ISO's
affected by such limitation shall be accelerated to the earliest date on which
such ISO's may be exercised under the Plan and so as to continue to qualify as
"incentive stock options" in conformity with Section 422 of the Tax Code and the
rules and regulations thereunder.

(b) The provision of this Section 4 shall be deemed an amendment
to the Stock Option Agreement, and in the event of any inconsistency between the
Stock Option Agreement and the provisions of this Section 4, the provisions of
this Section 4 shall be determinative and control.

5. Good Reason. Termination by the Executive for "Good Reason" shall
mean the voluntary termination by the Executive of the Executive's employment
with the Company in accordance with the notice requirements of Section 9(b)
hereof which occurs both: (a) during a Standstill Period; and (b) within sixty
(60) days after the occurrence of any one or more of the following events (any
of which events itself must occur during the Standstill Period) without the
Executive's prior written consent:

(i) a material reduction in the Executive's duties, title(s)
or offices (including, without limitation, a reduction in the Executive's
management reporting responsibilities to a lower reporting level), or a material
interference with the exercise of the Executive's authority or status by the
Company's Board of Directors (not arising from any disabling physical or mental
disability which the Executive may sustain) which would be inconsistent with the
Executive's position as an executive officer of the Company and the same shall
not have been alleviated by the Company's Board of Directors within ten (10)
days after its receipt of prior written notice thereof from the Executive;

(ii) a relocation of the Company's principal executive offices
to a location whose distance is at least fifty (50) miles from the Company's
current offices in Purchase, New York, provided that the Executive shall not
have approved the decision to effect such relocation;

(iii) in the event the employment of Gerardo Canet as
President and Chief Executive Officer of the Company is terminated (other than
due to the death or Permanent Disability of Mr. Canet) during a Standstill
Period by either the Company (other than For Cause) or Mr. Canet (for Good
Reason);

<PAGE>

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

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

(vi) the Company sells or otherwise disposes of, not in the
ordinary course of business, in one transaction or a series of related
transactions, assets or earning power aggregating more than 30% of the assets
(taken at asset value as stated on the books of the Company determined in
accordance with generally accepted accounting principles consistently applied)
or earning power of the Company (on an individual basis) or the Company and its
subsidiaries (on a consolidated basis) to any one or more persons or entities,
unless the Executive shall be or have been a member of the Company's Board of
Directors and shall have approved any of the foregoing either in writing or by
vote at a meeting of the Board;

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

(viii) any purported termination by the Company of the
Executive's employment For Cause during a Standstill Period which is not
effected in compliance with Section 8 hereof.

6. Excise Tax Reimbursement and Gross-Up. The Company shall promptly
reimburse the Executive for any federal excise tax (if any) imposed on and paid
by (and not refunded to) the Executive under Section 4999 of the Tax Code as a
direct result of the payments or benefits actually paid by the Company to the
Executive for a Qualifying Termination pursuant to the provisions of this
Agreement, together with an amount equal to the gross-up (as may be reasonably
calculated by the Company) with respect thereto.

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

<PAGE>

8. Certain Requirements Regarding Termination For Cause During a
Standstill Period. Notwithstanding the definition of termination "For Cause" set
forth in Section 1 of this Agreement, the Executive shall not be deemed to have
been terminated by the Company For Cause during a Standstill Period unless and
until the Company shall have provided notice to the Executive of a resolution
(including a copy of such resolution) duly adopted by the affirmative vote of
not less than a majority of the Company's entire Board of Directors at a meeting
called and held for such purpose (after written notice to the Executive given at
least ten (10) days prior to such meeting and specifying the facts or
particulars underlying the proposed For Cause termination and offering an
opportunity for the Executive, together with the Executive's counsel, to be
heard before the Board at such meeting), finding that, in the good faith opinion
of the Board, the Executive engaged in or was guilty of the alleged For Cause
conduct; provided, however, that the Company may suspend the Executive and
withhold payment of the Executive's salary and any bonuses (if applicable) for
the period commencing on the date that the Company's Termination Notice is
given, and ending on the earliest to occur of: (i) the termination of the
Executive For Cause pursuant to this Section 8 (in which case the Executive
shall not be entitled to the Executive's salary (and, if applicable, bonus) for
such period); or (ii) a determination by a majority of the Company's directors
that the Executive was not guilty of or would not be terminated For Cause by
virtue of the alleged For Cause conduct (in which case the Executive shall be
reinstated and paid any of the Executive's previously unpaid salary (and, if
applicable, bonus) for such period).

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

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

(i) if "For Cause", shall be made only upon prior written
notice to the Executive, and subject to the further requirements set forth in
Section 8 hereof; or

(ii) if "Without Cause", shall be made only upon 30 days'
prior written notice to the Executive;

any such notice from the Company to the Executive as described in clauses (i) or
(ii) immediately above, a "Company's Termination Notice".

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

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

<PAGE>

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

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

(b) In the event the Executive does seek, procure or commence such
substitute employment, none of the income derived or to be derived by the
Executive therefrom shall be setoff by the Company against the balance of any
Severance, if any, owing to the Executive by the Company under this Agreement;

provided, however, that the foregoing shall not be construed to limit the
Executive's obligations to the Company, or any of the Company's rights, under
Section 3(b) above (relating to medical insurance, dental insurance, life
insurance and long-term disability insurance policies).

12. Certain Legal Fees and Disbursements. The Company shall pay or
reimburse the Executive for all reasonable legal fees and disbursements of
counsel incurred by the Executive, if any, solely to the extent in successfully
contesting (a) that the termination of the Executive's employment during a
Standstill Period is for the reasons provided in Section 2(a) of this Agreement,
or (b) the Executive's right or entitlement to be paid or receive any material
payment or benefit under this Agreement. In furtherance of the foregoing, in
event of any such contest, the Company shall, in good faith, make such advances
to the Executive with respect to the foregoing fees and disbursements as the
Executive may reasonably request; provided, however, that the Executive shall
immediately reimburse the Company in full for (i) any and all of such advances
with respect to any such contest in the event the Company prevails in such
contest, or (ii) any and all of such advances with respect to any such contest
in excess of the amount to which the Executive is entitled pursuant to the
foregoing in the event the Executive prevails in such contest.

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

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

9
<PAGE>

15. Miscellaneous.

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

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

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

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

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

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

(g) No Third Party Beneficiaries of Agreement. Except as otherwise
expressly provided in Section 15(e) hereof, this Agreement does not create, and
shall not be construed as creating, any rights enforceable by any person not a
party to this Agreement.

(h) Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not limit, define or affect
in any way the meaning or interpretation of this Agreement or any portion or
portions hereof.
10

<PAGE>

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

(j) Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely therein (without giving effect to
the conflict of law rules thereof).

(k) Effectiveness. Notwithstanding anything herein to the
contrary, the effectiveness of this Agreement is contingent upon the mutual
execution and delivery of this Agreement by each of the Company and the
Executive.

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

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

EXECUTIVE: THE COMPANY:

IVF AMERICA, INC.
/s/Glenn G. Watkins
---------------------
GLENN G. WATKINS By:/s/ Gerardo Canet
------------------------------
Name: GERARDO CANET
Title: Chairman of the Board,
President and Chief
Executive Officer

EXHIBIT 11
Page 1 of 2
<TABLE>

INTEGRAMED AMERICA, INC.
COMPUTATION OF NET LOSS PER SHARE OF COMMON STOCK
All amounts in thousands, except per share amounts
<CAPTION>

December 31,
------------------------------------------------
Primary 1996 1995 1994 1993 1992
- ------- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C>
Net (loss) income ................................. $(1,490) $ 70 $ (814) $(4,597) $(1,956)
Less: Dividends accrued on Preferred Stock ....... (132) (600) (1,146) (748) --
Add: Interest on promissory notes ................. -- -- -- -- 29
------- ------- ------- ------- -------

Net loss applicable to Common Stock before
consideration for induced conversion of
Preferred Stock .................................. $(1,622) $ (530) $(1,960) $(5,345) $(1,927)

Assumed value of Common Stock issued to induce
conversion of Preferred Stock, net of the reversal
of $973,000 of accrued Preferred Stock dividends . 3,292 -- -- -- --
------- ------- ------- ------- -------

Net loss for computation .......................... $(4.914) $ (530) $(1,960) $(5,345) $(1,927)
======= ======= ======= ======= =======

Net loss per share of Common Stock before
consideration for induced conversion of
Preferred Stock ................................. $ (0.21) $ (0.09) $ (0.32) $ (2.01) $ (0.94)

Assumed per share value of conversion inducement .. 0.47 -- -- -- --
------- ------- ------- ------- -------

Net loss per share of Common Stock ................ $ (0.68) $ (.09) $ (0.32) $ (2.01) $ (0.94)
======= ======= ======= ======= =======

Weighted average number of shares of Common
Stock outstanding ............................... 7,602 6,087 6,081 2,654 2,007
======= ======= ======= ======= =======
</TABLE>

<PAGE>

<TABLE>

EXHIBIT 11
Page 2 of 2

INTEGRAMED AMERICA, INC.
COMPUTATION OF NET LOSS PER SHARE OF COMMON STOCK
All amounts in thousands, except per share amounts

<CAPTION>
December 31,
-------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Fully Diluted
<S> <C> <C> <C> <C> <C>
Net (loss) income applicable to Common Stock
before consideration for induced conversion of
Preferred Stock .................................... $(1,490) $ 70 $ (814) $(4,597) $(1,956)
Assumed value of Common Stock issued to induce
conversion of Preferred Stock, net of the reversal
of $973,000 of accrued Preferred Stock dividends .... 3,292 -- -- -- --
------- ------- ------- ------- -------
Net (loss) income for computation .................... $(4,782) $ 70 $ (814) $(4,597) $(1,956)
======= ======= ======= ======= =======
Weighted average number of shares
of Common Stock outstanding ......................... 7,602 6,087 6,081 2,654 2,007
Add: Common equivalent shares (determined using
the "treasury stock" method) representing incremental
shares issuable upon assumed exercise of options and
warrants using average or ending market price ....... 197 508 27 46 35
Shares of Common Stock issued upon assumed
conversion of Series A Preferred Stock .............. 250 980 989 2,200 --
------- ------- ------- ------- -------
Average number of shares of Common Stock
and Common Stock equivalents outstanding ............ 8,049 7,575 7,097 4,900 2,042
======= ======= ======= ======= =======
Net loss per share of Common Stock before
consideration for induced conversion of
Preferred Stock ..................................... $ (0.18) $ .01 $ (0.11) $ (0.94) $ (0.94)

Assumed per share value of conversion
inducement .......................................... 0.47 -- -- -- --
------- ------- ------- ------- -------

Net loss per share of Common Stock and
Common Stock Equivalents ............................ $ (0.65) $ 0.01 $ (0.11) $ (0.94) $ (0.94)
======= ======= ======= ======= =======

</TABLE>

EXHIBIT 21

LIST OF SUBSIDIARIES

IVF America (MA), Inc., a Delaware corporation

IVF America (MI), Inc., a Delaware corporation

IVF America (NJ), Inc., a Delaware corporation

IVF America (NY), Inc., a Delaware corporation

IVF America (PA), Inc., a Delaware corporation

Adult Women's Medical Center, Inc.

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-77312) of IntegraMed America, Inc. of our report
dated February 24, 1997 appearing on page F-2 of this Form 10-K.

PRICE WATERHOUSE

Stamford, Connecticut
March 21, 1997

<ARTICLE> 5

<MULTIPLIER> 1,000

<FN>
<F1>
PP&E is net of accumulated depreciation.
<F2>
Represents reserve recorded to account for the closing and consolidation of the
Westchester Network site with the Mineola, NY ("Long Island") Network site.
<F3>
Represents net los per share of Common Stock before consideration for induced
conversion of Preferred Stock. Primary and fully diluted net loss per share of
Common Stock after consideration for induced conversion of Preferred Stock was
$(0.68) and $(0.65), respectively. Refer to Note 10 - Shareholders Equity - to
Notes to Consolidated Financial Statements in IntegraMed America's 1996 Form
10-K.
</FN>

</TABLE>