EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into August

8, 2007 by and between IntegraMed America, Inc., a Delaware corporation, having

its principal place of business at Two Manhattanville Road, Purchase, New York

10577 ("Company"), and Kush K. Agarwal, a resident of the state of Illinois,

residing at 109 Covington Court, Oak Brook, Illinois 60523 ("Employee"), for the

purpose of setting forth the terms and conditions of Employee's employment by

the Company and to protect the Company's interests, confidential information,

trade secrets and other proprietary information and to obtain assurance that

Employee will not compete with Company or solicit its customers or its other

employees during the term of employment and for a reasonable period of time

after termination of employment pursuant to this Agreement. This Agreement

contains the complete agreement between the parties and supersedes any prior

understandings, agreements or representations by or between the parties, written

or oral, which may have related to the subject matter hereof in any way.

Recitals:

WHEREAS, the Company desires to employ Employee as President and Chief

Executive Officer of Company's wholly-owned subsidiary, Vein Clinics of America,

Inc. ("VCA"), and Employee desires to accept and serve in that capacity; and

WHEREAS, Employee understands that such employment is expressly

conditioned on execution of this Agreement; and

WHEREAS, Company desires to employ Employee to render services for

Company on the terms and conditions set forth in this Agreement, and Employee

desires to be retained and employed by Company pursuant to such terms and

conditions.

NOW, THEREFORE, in consideration of Employee's employment by Company

and the foregoing premises, the mutual covenants set forth below and other good

and valuable consideration, the receipt and adequacy of which are hereby

acknowledged, Company and Employee agree as follows:

Article I. Definitions

1.1 "Agreement" means this Employment Agreement, as from time to time

amended.

1.2 "Base Salary" means the total annual cash compensation payable on a

regular periodic basis, without regard to taxes and other items withheld, and

excluding all types of incentive pay, all forms of stock or equity based

compensation, fringe benefits, special pay or awards, commissions and bonuses.

Base Salary shall include amounts contributed by Employee to a qualified

retirement plan, nonqualified deferred compensation plan or similar plan

sponsored by the Company, but it shall not include earnings on those amounts.

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1.3 "Board" means the Board of Directors of Company.

1.4 "Cause" means:

(a) the gross neglect or willful failure or refusal of

Employee to perform Employee's duties hereunder (other than for Good

Reason or as a result of Employee's Disability);

(b) perpetration of an intentional and knowing fraud against

or affecting Company or any customer, supplier, client, agent or

employee thereof;

(c) any willful or intentional act that injures the

reputation, business or business relationships of Company or Employee's

reputation or business relationships;

(d) conviction (including conviction on a nolo contendere

plea) of a felony or any crime involving fraud, dishonesty or moral

turpitude; or

(e) the breach by Employee of any material covenant set forth

in this Agreement (including without limitation the Confidentiality,

Non-compete or Inventions provisions of the Agreement).

For purposes of this Section 1.4, no act, or failure to act,

on Employee's part shall be considered "willful," "intentional" or

"deliberate" unless done, or omitted to be done, by Employee in bad

faith and without reasonable belief that Employee's action or omission

was in, or not opposed to, the best interest of Company. Any act, or

failure to act, based upon authority given pursuant to a resolution

duly adopted by the Board or based upon the advice of counsel for

Company shall be conclusively presumed to be done, or omitted to be

done, by Employee in good faith and in the best interests of Company.

1.5 "Change of Control" means the occurrence of any of the following

events:

(a) When any "Person" (as such term is used in Sections 13(d)

and 14(d) of the Securities Exchange Act of 1934, as amended) is or

becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said

Act), directly or indirectly, of securities of Company representing

more than fifty percent (50%) of the total voting power represented by

Company's then outstanding voting securities without the approval of

the Board; or

(b) The merger or consolidation of Company whether or not

approved by the Board, other than a merger or consolidation which would

result in the voting securities of Company outstanding immediately

prior thereto continuing to represent (either by remaining outstanding

or by being converted into voting securities of the surviving entity)

at least fifty percent (50%) of the total voting power represented by

the voting securities of Company or such surviving entity outstanding

immediately after such merger or consolidation, or the shareholders of

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Company approve a plan of complete liquidation of Company or an

agreement for the sale or disposition by Company of all or

substantially all of Company's assets; or

(c) One or more changes in the aggregate composition of the

Board as a result of which individuals, who, as of the date hereof,

constitute Company's Board (the "Incumbent Board"), together with

Employee (based on Employee's election to the Board pursuant to Section

2.1), subsequently cease for any reason to constitute at least a

majority of Company's Board; provided, however, that any individual

becoming a director of Company subsequent to the date hereof, whose

election, or nomination for election by 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 Company;

and provided further that, if one or more events which would constitute

or reasonably be deemed likely to cause or result in a "Change of

Control" should occur, but Employee shall have approved such event(s)

either in writing or by vote at a meeting of Company's Board, no

"Change of Control" shall be deemed to have occurred for purposes of

this Agreement.

1.6 "Company" means, as the context requires, all of the following,

jointly and severally: (a) IntegraMed America, Inc.; (b) VCA (c) any Subsidiary;

and (d) any successor by merger, consolidation, purchase or otherwise.

1.7"Confidential Information" means any and all information in whatever

form, whether written, electronically stored, orally transmitted or memorized

pertaining to: Trade Secrets; customer lists, records and other information

regarding customers; price lists and pricing policies, financial plans, records,

ledgers and information; purchase orders, agreements and related data; business

development plans; products and technologies; product tests; manufacturing

costs; product or service pricing; sales and marketing plans; research and

development plans; personnel and employment records, files, data and policies

(regardless of whether the information pertains to Employee or other employees

of Company); tax or financial information; business and sales methods and

operations; business correspondence, memoranda and other records; Inventions,

improvements and discoveries; processes and methods; and business operations and

related data formulae; computer records and related data; know-how, research and

development; trademark, technology, technical information, copyrighted material;

and any other confidential or proprietary data and information which Employee

encounters during employment, all of which are held, possessed and/or owned by

the Company and all of which are continually used in the operations and business

of Company. Confidential Information does not include information which (i) now

is or hereafter enters the public domain not as a result of a breach of this

Agreement by Employee; or (ii) is disclosed to Employee by a third party which

has the legal right to disclose such information.

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1.8 "Disability" means Employee's inability, due to a physical or

mental impairment, to perform the essential functions of the Employee's

position, where such disability shall exist for an aggregate period of more than

120 days in any 365-day period or for any period of 90 consecutive days.

1.9 "Employee" means Kush K. Agarwal.

1.10 "Good Reason" means:

(a) Company effects a material diminution of Employee's title

or duties;

(b) the failure by Company, or its successor, if any, to pay

compensation or provide benefits or perquisites to Employee as and when

required by the terms of this Agreement;

(c) any material breach by Company of this Agreement;

(d) any requirement that Employee perform duties inconsistent

with those of a senior executive officer holding Employee's titles;

(e) the failure, refusal or inability of the Company to

maintain in full force and effect directors and officers errors and

omissions insurance, or similar security for claims brought against

Employee as a result of Employee's good-faith performance of Employee's

duties; and provided Employee has not approved either in Employee's

role as President & CEO of VCA or member of the Board any action not to

maintain in full force and effect directors and officers errors and

omissions insurance;

(f) the failure of the Company to remain in full and timely

compliance with reporting requirements under the Federal Securities

laws; provided Employee has not approved either in Employee's role as

President & CEO of VCA or member of the Board any action not to

maintain compliance with reporting requirements under the Federal

Securities laws; or

(g) the failure, refusal or inability of the Company to make

tax payments the liability for which may fall upon Employee; provided

Employee has not approved either in Employee's role as President & CEO

of VCA or a member of the Board any action not to make tax payments the

liability for which may fall upon Employee.

1.11 "Invention" means any idea, invention, software, technique,

modification, process, development, design, know-how, data, formula, improvement

or similar items, whether or not reduced to writing or stored electronically or

otherwise, whether patentable or unpatentable and whether or not protectable by

patent, trademark, copyright or other intellectual property law, which is

created, conceived or developed by Employee or under Employee's direction,

whether solely or with others, during or within 12 months after Employee's

employment by Company, which is based upon or otherwise derives from or makes

use of the Confidential or Proprietary Information. Employee shall promptly

disclose any Employee Invention to Company in writing. Employee hereby

acknowledges that any and all of said Inventions are the property of Company and

hereby assigns and agrees to assign to Company any and all of Employee's right,

title and interest in and to any and all of said Inventions.

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1.12 "Plan" means any bonus or incentive compensation agreement, plan,

program, policy or arrangement sponsored, maintained or contributed to by

Company, to which Company is a party or under which employees of Company are

covered, including, without limitation, any stock option, restricted stock or

any other equity based compensation plan, and any employee benefit plan, such as

a thrift, pension, profit sharing, deferred compensation, medical, dental,

disability, accident, life insurance, automobile allowance, perquisite, fringe

benefit, vacation, sick or parental leave, severance or relocation plan or

policy or any other agreement, plan, program, policy or arrangement intended to

benefit employees or executive officers of Company.

1.13 "Proprietary Information" means any and all confidential and/or

proprietary knowledge, data or information of Company or used in the research,

development or marketing of Company's technology or business, including, but not

limited to, (a) Trade Secrets, Inventions, mask works, ideas, processes,

formulas, source and object codes, data, programs, customer lists, other works

of authorship, know-how, improvements, discoveries, developments, designs and

techniques; and (b) information regarding plans for research, development, new

products, marketing and selling, business plans, budgets and unpublished

financial statements, licenses, prices and costs, suppliers and customers; and

(c) information regarding the skills and compensation of other employees of

Company. Notwithstanding the foregoing, it is understood that, at all such

times, Employee will be free to use information that is generally known in the

trade or industry, that is not gained as a result of a breach of this Agreement

and Employee's own, skill, knowledge, know-how and experience to whatever extent

and in whichever way Employee desires.

1.14 "Subsidiary" means any corporation at least a majority of whose

securities having ordinary voting power for the election of directors (other

than securities having such power only by reason of the occurrence of a

contingency) is at the time owned by Company and/or one or more Subsidiaries.

1.15 "Trade Secrets" means any information (including any compilation,

device, method, technique or process) that: (a) derives independent economic

value, actual or potential, from not being generally known to, and not being

readily ascertainable by proper means by, other persons who can obtain economic

value from its disclosure or use, and (b) is the subject of efforts that are

reasonable under the circumstances to maintain its secrecy. The existence of a

Trade Secret will not be negated merely because a person has acquired a Trade

Secret without express or specific notice that it is a Trade Secret if, under

all the circumstances, such person knows or has reason to know that the party

who owns the information or has disclosed it intends or expects the secrecy of

the type of information comprising the Trade Secret to be maintained. Trade

Secret

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information includes information of Company, its customers, suppliers, joint

ventures, licensors, licensees, distributors and other entities with which

Company does business.

1.16 "Term" means the period commencing August 8, 2007 and terminating

in accordance with this Agreement.

Article II. Employment, Term, and Duties

2.1 Employment. Company hereby employs Employee as President & Chief

Executive Officer of Vein Clinics of America, Inc., and Employee accepts such

employment and agrees to perform services for Company for the period and upon

the other terms and conditions set forth in this Agreement. Employee will report

to the President & CEO of IntegraMed America, Inc. or any successor company.

2.2 Term. The Term of this Agreement shall commence on August 8, 2007

and shall continue until terminated in accordance with this Agreement. Employee

agrees not terminate this Agreement without cause for the first two years of

this Agreement.

2.3 Position and Duties.

2.3.1 Service with Company. During the Term, Employee agrees

to perform such duties and responsibilities that are consistent with

the position of a senior executive officer holding Employee's titles

and (a) as are set forth for that position in the By-laws of VCA; (b)

as set forth in the position description for the President and Chief

Executive Officer of VCA; (c) as the Board shall assign to the Employee

from time to time; and (d) that the Employee undertakes or accepts

consistent with Employee's position. Employee acknowledges and agrees

that, from time to time, Employee will be required to perform duties

with respect to one or more of the Company's subsidiary or affiliate

companies and that Employee will not be entitled to any additional

compensation for performing those duties.

Employee also agrees to serve, for any period for which Employee is

elected, as a director of Company; provided, however, that Employee

shall not be entitled to any additional compensation for serving as a

director.

Employee understands that Employee's duties may include substantial

travel, and Employee agrees to engage in such travel as is required to

further Company's business objectives.

2.3.2 Performance of Duties. During the Term, Employee agrees

to serve Company faithfully and to the best of Employee's ability and

to devote Employee's full business time, attention and efforts to the

business and affairs of Company (exclusive of any period of vacation,

sick, disability or other leave to which Employee is entitled) during

normal business hours. Employee, prior to the date hereof, has resigned

as CEO of Hair Today Gone Tomorrow, but will remain a member of the

Board of Directors and a shareholder with no day-to-day involvement of

said business.

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(a) Employee will comply with all rules, policies and

procedures of Company, to the extent consistent with applicable law, as

modified from time to time, including without limitation, rules and

procedures set forth in Company's employee handbook, supervisor's

manuals and operating manuals provided, that to the extent such

policies and procedures are inconsistent with this Agreement, the

provisions of this Agreement shall control.

(b) Employee will perform all of Employee's responsibilities

in compliance with all applicable laws and will use Employee's best

efforts in good faith to ensure that the operations that Employee

manages are in compliance with all applicable laws.

(c) Employee hereby confirms that Employee is under no

contractual commitments inconsistent with Employee's obligations set

forth in this Agreement and that during the Term, Employee will not

render or perform services for any other corporation, firm, entity or

person that are inconsistent with the provisions of this Agreement,

whether or not such activity is pursued for gain, profit or other

pecuniary advantage.

(d) Employee agrees that, during the Term, Employee will not

render or perform any services for any other corporation, firm, social

organization, entity or person without the written consent of the

President & CEO of IntegraMed. With approval Employee shall be entitled

to hold up to two (2) positions on the Boards of Director of entities

that do not compete with Company and shall be entitled to engage in

charitable enterprises, provided that Employee's activities in

connection with such Board of Director positions and/or charitable

enterprises do not in any way interfere with the performance of

Employee's duties to Company.

Article III. Compensation, Benefits and Expenses

3.1 Base Salary. Subject to the provisions of Article IV of this

Agreement, during the Term, Company shall pay Employee a Base Salary at an

annual rate that is not less than Two Hundred Fifty Thousand Dollars

($250,000.00) or such higher annual rate as may from time to time be approved by

the Board, such Base Salary to be paid in substantially equal regular periodic

payments, less deductions and withholdings, in accordance with Company's regular

payroll procedures, policies and practices as such may be modified from time to

time. Employee shall be eligible, at the Board's sole discretion, for annual

salary increases consistent with such procedures, policies and practices.

Employee's Base Salary shall be reviewed for potential adjustment on the basis

of performance from time to time, but in all events not less frequently than

annually.

3.2 Equity Grants. Employee will be eligible for consideration for

grants of equity in the Company and in conformity with the practices and

procedures of the Company as in effect at such time.

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3.3 Participation in Benefits. During the Term of Employee's employment

by Company, Employee shall be entitled to participate in the employee benefits

offered generally by Company to its employees, to the extent that Employee's

position, tenure, salary, health and other qualifications make Employee eligible

to participate. Without limiting the foregoing, Employee shall be eligible to

participate in any pension plan, or group life, health or accident insurance or

any such other plan or policy that may presently be in effect or that may

hereafter be adopted by the Company for the benefit of its employees and

corporate officers generally. Employee's participation in such benefits shall be

subject to the terms of the applicable plans, as the same may be amended from

time to time. Company does not guarantee the adoption or continuance of any

particular employee benefit during Employee's employment, and nothing in this

Agreement is intended to, or shall in any way restrict the right of Company, to

amend, modify or terminate any of its benefits during the Term of this

Agreement.

3.4 Expenses. In accordance with Company's normal policies for expense

reimbursement, Company will reimburse Employee for all reasonable and necessary

expenses incurred by Employee in the performance of Employee's duties under this

Agreement, subject to the presentment of receipts or other documentation

acceptable to Company.

3.5 De Minimis Personal Expenses. Employee shall be permitted to use

Company equipment, such as telephones, copy machines and facsimile machines,

for de minimis personal matters.

3.6 Office and Facilities. During the Term, Company shall furnish

Employee with office space at least equivalent in size, quality, furnishings

and in other respects to the office space provided as of the date of this

Agreement, and full-time secretarial service, together with such other

reasonable facilities and services as are suitable, necessary and

appropriate.

3.7 Vacation. For the duration of Employee's employment under this

Agreement, Employee will be provided such holidays, sick leave and vacation as

Company makes available to its management level employees generally.

3.8 Right of Set-off. By accepting this Agreement, Employee consents to

a deduction from any amounts Company owes Employee from time to time (including

amounts owed to Employee as wages or other compensation, fringe benefits or

vacation pay, as well as any other amounts owed to Employee by Company), to the

extent of the amounts Employee may owe to Company; provided, however, that this

set-off right shall not include any amounts owed pursuant to the Stock Purchase

Agreement by and among Company, IDVC Acquisition Co., VCA and other parties

thereto dated August 8, 2007. Whether or not Company elects to make any set-off

in whole or in part, if Company does not recover by means of set-off the full

amount Employee may owe it, calculated as set forth above, Employee agrees to

pay immediately the unpaid balance to Company.

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Article IV. Termination and Compensation Following Termination

4.1 Termination. Subject to the respective continuing obligations of

the parties under this Agreement, the Term and Employee's employment hereunder

may be terminated prior to the end of the Term under the following

circumstances:

4.1.1 Cessation of Company Business. In the event Company

ceases doing business.

4.1.2 Mutual Agreement. By mutual written agreement of the

parties at any time.

4.1.3 Death. In the event of Employee's death in accordance

with the provisions of Section 4.4 (b).

4.1.4 Employee's Disability. In the event Employee becomes

disabled, as defined in Section 1.8.

4.1.5 Termination by Company for Cause. Company may terminate

this Agreement and Employee's employment hereunder for Cause at any

time after providing written notice to Employee.

4.1.6 Termination By Employee For Good Reason. Employee may

terminate Employee's employment hereunder for Good Reason. Employee

shall have Good Reason to terminate Employee's employment only if (i)

within 10 days following the Employee's actual knowledge of the event

which the Employee determines constitutes Good Reason, Employee

notifies the Company in writing that Employee has determined Good

Reason exists and specifies the event creating Good Reason, and (ii)

following receipt of such notice, the Company fails to remedy such

event within 30 days. If