THIS PERSONAL RESPONSIBILITY AGREEMENT  ("Agreement"),  dated June 6, 1997,
is made and  entered  into by and among  IntegraMed  America,  Inc.,  a Delaware
corporation,  with its principal place of business at One  Manhattanville  Road,
Purchase, New York 10577 ("INMD"), Reproductive Sciences Medical Center, Inc., a
California professional corporation ("PC"), whose principal place of business is
4150  Regents Park Row,  Suite 280, La Jolla,  California  92037,  and Samuel H.
Wood, M.D., Ph.D., an individual, having a post office address at P.O. Box 1208,
Rancho Santa Fe, California 92067 ("Physician").

     This  Agreement is made with  reference  to a Management  Agreement of even
date  herewith  (the  "Management  Agreement")  between  INMD  and PC,  and with
reference  to an Asset  Purchase  Agreement  of even date  herewith  (the "Asset
Purchase Agreement") between INMD and PC.

     A. Physician is the sole shareholder of PC, which owns all of the good will
of Physician's practice of medicine.

     B. Pursuant to the Management  Agreement and the Asset Purchase  Agreement,
INMD will  transfer  to  Physician  cash or a  combination  of cash and stock in
excess of Nine-Hundred Thousand Dollars ($900,000).

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

     D. Physician  intends that PC be the entity through which Physician and his
future  partners  henceforth  conduct their practice of medicine.  Physician has
entered into a  Shareholder-Physician  Employment  Agreement dated June 6, 1997,
between  Physician and PC  ("Physician-Shareholder  Employment  Agreement.  This
Agreement is also made with  reference to the  Physician-Shareholder  Employment
Agreement,  which define Physician's rights and responsibilities with respect to
PC and his medical practices, including but not limited to compensation terms.

     E.  While it is the  objective  of the  parties to this  Agreement  and the
Physician-Shareholder  Employment  Agreement  that PC 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 Physician
and each of his future  partners,  the parties also  acknowledge that at present
the  identity  of PC is not  institutional,  but  rather  is  co-extensive  with
Physician's individual practice.

     F. Physician  recognizes that the success of PC and of INMD's investment in
administrative  and  technologic  resources  depends  on his  commitment  to the
practice at PC, to his recruiting of one or more additional  "partners" (meaning
physicians  who are not less than 20% equity owners along with Physician in PC),
and the commitment of each of his other future  partners to continue to practice
medicine exclusively through PC. INMD has made substantial payments to Physician
to assure his availability and dedication to PC and has made and plans to make a
substantial  investment in equipment  and other  resources for PC in reliance on
the  ability  to  amortize  such  investments  based  on  such  assurances  from

     G. The purpose of this  Agreement  is to assure INMD that its  payments and
commitment of resources is supported by the  commitment of Physician to exerting
his best efforts to support the operation of PC under its  Management  Agreement
with INMD.

     Therefore, INMD, PC, and Physician agree as follow:

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

     2. PC as Representative of Physician's  Interests.  Physician  acknowledges
that INMD is entering into the  Management  Agreement  with PC upon  Physician's
stipulation  that PC  represents  his  entire  medical  practice.  It is agreed,
therefore, that for purposes of assuring continuity of the commitments under the
Management  Agreement,  that PC is  deemed  the  alter  ego of  Physician,  with
specific rights and responsibilities existing between Physician and INMD, as set
forth herein.  However,  this Agreement shall not serve as evidence to justify a
claim by INMD that  Physician  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
PC, for the benefit of  Physician,  a Right to Manage Fee in the sum of $200,000
in INMD and pursuant to Article 2 of the Asset Purchase Agreement, INMD has paid
Physician  $50,000 for certain  assets  (collectively  referred to herein as the
"Payment at Closing").  INMD has also,  pursuant to Article 7 of the  Management
Agreement  committed  to make  additional  Right to Manage Fee  payments  in the
amount of $600,000 to PC for the benefit of Physician  and an  additional  asset
purchase price amount of $50,000 in the event certain milestones are achieved by
PC within three 

(3) years of the signing of the Management  Agreement ("Post Closing  Payment").
If, during the first five (5) years of this Agreement, Physician should cease to
practice  medicine  through  PC,  except  as a  result  of  death  or  permanent
disability, Physician shall be obligated to forthwith pay to INMD those portions
of the Payment at Closing and the Post Closing Payment, calculated in accordance
with Section 9.1.3 of the  Management  Agreement  that would be payable by PC if
the Management  Agreement terminated as of the date Physician ceased to practice
medicine at PC's  offices.  Said  repayment  shall also be due in the event of a
substantial  reduction in Physician's  availability to provide the services that
he currently provides,  e.g., if Physician 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 8 weeks per year to 9 weeks per year,  the
additional  multiplier would be eleven percent (11%), in each case multiplied by
the amount that would be paid had Physician totally ceased work for P.C. at that
time.  Payments to INMD under this paragraph shall not entitle  Physician to any
interest in the assets of PC or INMD.

          b. The parties  acknowledge that Physician shall make his best efforts
to have PC add one or more additional physicians to its practice who qualify for
shareholder  status in PC, to enhance the  revenues of both PC and INMD,  and so
that  Physician's  permanent  disability,  retirement or other  reduction in his
availability to PC does not adversely  affect INMD revenues under the Management
Agreement,  but that there are no assurances of the success of such  recruiting.
Physician  may  request  INMD to waive or reduce  his  repayment  obligation  by
submitting a written  transition plan to INMD for its  consideration.  Physician
shall  submit such a  transition  plan as soon as possible if he plans to reduce
his  availability  to PC,  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  Physician,  PC,  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 Physician'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 Physician by PC and
PC's shareholders.  Approval of the request shall be discretionary for INMD, but
shall not be unreasonably withheld.

          c.  Physician  may assign all or a portion of his payment  obligations
under this  Section to a new or an existing  shareholder  of PC who has executed
the  agreements  with PC 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 PC and in an amendment to this Agreement.

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

     5. Stock Purchase Agreement and Shareholders Employment Agreement.

          a. PC agrees to exert its best  efforts  to: (i) comply with the terms
of the Physician-Shareholder  Employment Agreement which, if PC does not comply,
would  excuse  Physician  or any of  the  other  Physician  or  other  physician
employees or  shareholders of PC from complying with his covenant not to compete
with PC, his  assignment  of all  Professional  Revenues  to PC and other  terms
confirming that physician's  commitment to practicing medicine solely through PC
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 Physician and each of the
other  physician  employees  and  shareholders  of  PC  the  Exclusive  Practice
Covenants and  Physician  agrees to exert his best efforts to cause PC to comply
with each of the aforementioned obligations.

          b.  PC  and  Physician  further  agree  that  INMD  is a  third  party
beneficiary  of the Exclusive  Practice  Covenants with respect to Physician 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 PC. PC and  Physician  further  agree that the
Exclusive  Practice  Covenants and any other terms of the  Physician-Shareholder
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.  Physician and PC agree that the scope
and  term of  Physician'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
Physician   by  PC  or  three  (3)   years   after   the   termination   of  the
Physician-Shareholder  Employment  Agreement,  whichever  is greater,  but in no
event shall extend beyond the first ten (10) years of employment of Physician by
PC, 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 San Diego County.

          c. During the Non-Competition  Period,  Physician 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 PC, or would be
competitive  with PC if PC continued to operate,  including but not limited to a
Medical Practice which owns, operates, contracts with or manages Medical Offices
within the Service Area.

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

               (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

          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 PC,  provided  those services are for patients of PC, nor
prohibit  Physician  from  fulfilling  his  contract  with PC, 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. PC, INMD and Physician each acknowledges that: (i)
the terms set forth in this Section are necessary for the  reasonable and proper
protection  of the  interests of PC 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 Physician or other disputes under this Agreement or the Physician-Shareholder
Employment  Agreement;  and (iv) the PC and INMD have been induced to enter into
this Agreement and their other  respective  agreements with Physician,  in part,
due to the representation by Physician that he will abide by and be bound by the
aforesaid covenants and restraints.

     7.  Commitment  to  Pay  Management  Fees.  Physician  has  agreed  in  the

Shareholder  Employment  Agreement not to compete with PC during the term of his
employment  by PC and for at least three (3) years  thereafter,  and  recognizes
that in the event that he should  compete with PC, INMD would suffer  damages in
addition to the loss of Physician's unique services.  Physician therefore agrees
that during the term of his Physician-Shareholder  Employment Agreement with PC,
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 PC, or offers services or assists other persons
in  offering  services  in the  Service  Area which are  similar to any of those
offered by PC or  planned  to be  offered  by PC while he was still a  director,
officer or shareholder of PC or active in providing services on behalf of PC, he
shall owe INMD management fees equal to one-twelfth of:

          a. Physician's  proportionate  share,  based on Physician's  ownership
     interest  in PC,  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  Physician was engaging in such  competitive  acts so as to
     materially adversely affect PC's operations (the "Pre-Competition Period").

          b. Physician's  proportionate  share,  based on Physician's  ownership
     interest in PC, of the Base  Management  Fee which INMD  earned  during the
     Pre-Competition Period.

          c. Physician's  proportionate  share,  based on Physician's  ownership
     interest  in PC, of any other  fees  earned  by INMD  under the  Management
     Agreement during the Pre-Competition Period.

          d. Physician's  proportionate  share,  based on Physician's  ownership
     interest in PC, of any advances or other payments owed by PC to INMD at the
     end of the Pre-Competition Period.

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

     8. New Shareholders. PC and Physician shall require each new Shareholder of
PC 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. Physician acknowledges and agrees to maintain
the  confidentiality  of INMD and PC Confidential  Information as defined in the
Management  Agreement  and in any  agreements  he may have with PC, 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.

     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 Physician. 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

     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 San Diego (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  Southern
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

     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:

     If for INMD, at:

              IntegraMed America, Inc.
              One Manhattanville Road
              Purchase, NY 10577-2100
              Attention: Gerardo Canet,  President

     With a copy to:

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

     If for PC, at:

              Executive Director
              Reproductive Sciences Medical Center, Inc.
              4150 Regents Park Row, Suite 280
              La Jolla, California 92037

     If to Physician, at:

              Samuel H. Wood, M.D., Ph.D.
              P.O. Box 1208
              Rancho Santa Fe, California 92067

     With a copy to:

              Frank Gamma, Esq.
              Charles Bond & Associates
              821 Bancroft Way
              Berkeley, California 94710-2226

     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.


BY: /s/ Dwight P. Ryan


    /s/ Samuel H. Wood, M.D.
- -------------------------------------
      SAMUEL H. WOOD, M.D., PH.D.


By: /s/ Samuel H. Wood, M.D.


Basic Info X:

Type: Personal Responsibility Agreement
Date: June 20, 1997
State: Delaware

Other info:


  • June 6 , 1997


  • One Manhattanville Road
  • Nine-Hundred Thousand Dollars
  • Physician-Shareholder Employment Agreement
  • Representative of Physician
  • Rateable Portion of Right
  • the Management Agreement
  • Shareholders Employment Agreement
  • Exclusive Practice Covenants
  • Covenant Not to Compete
  • NASDAQ National Market System
  • Clarification of Scope of Non-Competition Covenant
  • Pay Management Fees
  • Cost of Services
  • Personal Responsibility Agreement
  • PC Confidential Information
  • the State of California
  • American Arbitration Association
  • United States District Court
  • the Southern District of California
  • United States Express Mail
  • IntegraMed America , Inc.
  • Executive Director Reproductive Sciences Medical Center , Inc.
  • Rancho Santa Fe
  • Charles Bond & Associates


  • Delaware
  • New York
  • La Jolla
  • San Diego County
  • State of California
  • Esq
  • Bancroft Way Berkeley
  • M.D.


  • $ 900,000
  • $ 200,000
  • $ 600,000
  • $ 50,000


  • Gerardo Canet
  • Claude White
  • Frank Gamma


  • 20 %
  • 21.4 %
  • eleven percent
  • 11 %