RE: Section 409A amendments to

                                                                  


                      [INTEGRAMED AMERICA, INC. LETTERHEAD]







                             December ________, 2008


[Employee]
[Address]
[City/State]

                                      RE:      Section 409A amendments to
                                               Indemnification Agreement
                                               -------------------------


Dear ______________

                  The purpose of this letter is to amend the Indemnification
Agreement dated ____________ between you and IntegraMed America, Inc. (the
"Agreement") to cause the Agreement to comply with Section 409A of the Internal
Revenue Code, as amended. Terms used in this letter and not defined herein shall
have the same meaning as under the Agreement. The Agreement is hereby amended by
the addition of a new Section 10.11 at the end of the Agreement to read as
follows:

                  10.11 Section 409A. This Agreement is intended to be an
                  indemnification agreement as described in Treasury Regulations
                  Section 1.409A-1(b)(10) promulgated under Section 409A of the
  &