VOTING AGREEMENT

VOTING AGREEMENT

This VOTING AGREEMENT (this "Agreement") is made and entered into as of

[August 8], 2007, by and between IntegraMed America, Inc., a Delaware

corporation ("IntegraMed"), and the undersigned Stockholders (collectively,

"Stockholders," individually, a "Stockholder") of IntegraMed.

RECITALS

A. IntegraMed, Vein Clinics of America, Inc., a Delaware corporation,

IDVC Acquisition Co., a Delaware corporation and wholly-owned subsidiary of

IntegraMed ("IDVC") and Stockholders have entered into a Stock Purchase

Agreement of even date herewith (the "Stock Purchase Agreement") which provides

for the purchase by IDVC of all outstanding shares of common stock of VCA held

by Stockholders in consideration of certain cash and shares of Common Stock, par

value $.01 per share, of IntegraMed ("IntegraMed Common Stock") (the

transactions contemplated under the Stock Purchase Agreement, the

"Transactions").

B. Each Stockholder is the beneficial owner (as such term is defined

under Rule 13(d)(3) promulgated under the Securities Exchange Act of 1934, as

amended) of such number of shares of IntegraMed Common Stock, as set forth on

the signature page(s) hereof.

C. As an inducement and a condition to entering into the Stock Purchase

Agreement, IntegraMed has requested that Stockholders agree, and each

Stockholder has agreed (in Stockholder's capacity as such), to enter into this

Agreement in order to facilitate the consummation of the Transactions.

NOW, THEREFORE, intending to be legally bound, the parties hereto agree

as follows:

1. Definitions. For the purposes of this Agreement, capitalized terms

that are used but not defined herein shall have the respective meanings ascribed

thereto in the Stock Purchase Agreement.

"Expiration Date" shall mean two years from each date of receipt of

Shares by a Stockholder.

"Shares" shall mean: (i) all securities of IntegraMed (including all

shares of IntegraMed Common Stock and all options, warrants and other rights to

acquire shares of IntegraMed Common Stock) owned by a Stockholder as of the date

of this Agreement, and (ii) all additional securities of IntegraMed (including

all additional shares of IntegraMed Common Stock and all additional options,

warrants and other rights to acquire shares of IntegraMed Common Stock) of which

a Stockholder acquires beneficial ownership pursuant to the Stock Purchase

Agreement (including any Shares issued pursuant to an Earn-Out Payment).

A Person shall be deemed to have effected a "Transfer" of a security if

such Person directly or indirectly (i) offers for sale, sells, assigns, pledges,

encumbers, grants an option with respect to, transfers or otherwise disposes of

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such security or any interest therein, or (ii) enters into an agreement,

commitment or other arrangement providing for the sale of, assignment of, pledge

of, encumbrance of, granting of an option with respect to, transfer of or

disposition of such security or any interest therein; provided, however, that

the granting by Stockholder of a security interest in Shares to a brokerage firm

to secure a cash loan from such brokerage firm for the purpose of purchasing

shares of IntegraMed Common Stock upon exercise of IntegraMed Options

outstanding on the date of this Agreement shall not be deemed a "Transfer" for

purposes of this Agreement.

2. Restriction on Transfer, Proxies and Non-Interference; Stop

Transfer. Except as expressly contemplated by this Agreement, at all times

during the period commencing with the execution and delivery of this Agreement

and continuing until the Expiration Date, a Stockholder shall not, directly or

indirectly, (i) cause or permit the Transfer of any of the Shares to be

effected, or discuss, negotiate or make any offer regarding any Transfer of any

of the Shares, unless such Transfer is made in compliance with applicable

federal and state securities laws in effect on the date hereof, (ii) grant any

proxies or powers of attorney with respect to any of the Shares, deposit any of

the Shares into a voting trust or enter into a voting agreement or other similar

commitment or arrangement with respect to any of the Shares in contravention of

the obligations of such Stockholder under this Agreement, (iii) request that

IntegraMed register the Transfer of any certificate or uncertificated interest

representing any of the Shares, unless such Transfer is made in compliance with

applicable federal and state securities laws, or (iv) take any action that would

make any covenant of such Stockholder contained herein untrue or incorrect, or

have the effect of preventing or disabling such Stockholder from performing any

of Stockholder's obligations under this Agreement. Each Stockholder hereby

agrees that, in order to ensure compliance with the restrictions referred to

herein, IntegraMed may issue appropriate "stop transfer" instructions to its

transfer agent in respect of the Shares.

3. Voting Agreement. At any meeting of IntegraMed's stockholders

called, however called, and at every adjournment or postponement thereof, each

Stockholder shall appear at such meeting, in person or by proxy, or otherwise

cause all of the Shares to be counted as present thereat for purposes of

establishing a quorum thereat, and such Stockholder shall vote, or cause to be

voted (and on every action or approval by written consent of stockholders, act,

or cause to be acted, by written consent) with respect to all of the Shares that

such Stockholder is entitled to vote or as to which such Stockholder has the

right to direct the voting, as of the relevant record date, in favor of any

proposal recommended by the management of IntegraMed and against any proposal

not recommended by the management of IntegraMed.

4. Irrevocable Proxy. Concurrently with the execution of this

Agreement, each Stockholder shall deliver to IntegraMed an irrevocable proxy in

the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable

to the fullest extent permitted by applicable law, with respect to the Shares.

5. Representations and Warranties. Each Stockholder hereby represents

and warrants, severally and not jointly, as follows:

(a) Ownership of Shares. Stockholder is the beneficial owner (as

such term

is defined under Rule 13(d)(3) promulgated under the Securities

Exchange Act of 1934, as amended, except that such terms shall include

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Shares that may be acquired more than sixty (60) days from the date

hereof) of all of the Shares set forth on the signature page hereof.

Stockholder has sole voting power and the sole power of disposition

with respect to all such Shares, with no limitations, qualifications or

restrictions on such rights, subject to applicable federal securities

laws and the terms of this Agreement. Stockholder is the sole record

holder (as reflected in the records maintained by IntegraMed's transfer

agent for IntegraMed Common Stock) of all such Shares.

(b) Power; Binding Agreement. Stockholder has the legal capacity,

power and authority to enter into and perform all of Stockholder's

obligations under this Agreement. The execution, delivery and

performance of this Agreement by Stockholder will not violate (i) any

agreement or court order to which Stockholder is a party or is subject,

including, without limitation, any voting agreement or voting trust or

(ii) any Law of any Governmental Entity. This Agreement has been duly

and validly executed and delivered by Stockholder and consti