AMENDMENT NO. 2 TO SERVICE AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

         NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY


         THIS AMENDMENT NO. 2 TO SERVICE AGREEMENT ("Amendment No. 2"), is dated
November 1, 2002 by and between IntegraMed America, Inc., a Delaware corporation
with its principal place of business at One Manhattanville Road,  Purchase,  New
York 10577  ("INMD")  and  Northwest  Center for  Infertility  and  Reproductive
Endocrinology,  a  Florida  general  partnership,  with its  principal  place of
business  at 2825  North  State  Road  7,  Suite  302,  Margate,  Florida  33063
("NCIRE").

                                    RECITALS:

         INMD and NCIRE entered into a Service  Agreement  dated April 26, 2002,
as amended by  Amendment  No.1 dated June 14, 2002  (collectively,  the "Service
Agreement"); and

         INMD  and  NCIRE  wish to  amend  further  the  Service  Agreement,  in
pertinent  part,  to provide  for a  modification  in the Base  Service  Fee, as
defined in the Service Agreement.

         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
herein  contained,  and as  contained in the Service  Agreement,  INMD and NCIRE
agree as follows:

         1.  Section  7.1.2 of the Service  Agreement  is hereby  deleted in its
entirety and the following is substituted therefor:

                      "Section 7.1.2 (i) commencing  with the Effective Date, as
              hereinafter  defined,  until December 31, 2002, a Base Service Fee
              ("Base  Service  Fee")  paid  monthly,  but  reconciled  to annual
              Revenues, of an amount equal to four (4%) percent of Revenues, and
              (ii) from January 1, 2003 through and  including  June 30, 2003, a
              Base  Service  Fee,  paid  monthly,  equal to five (5%) percent of
              Revenues.  In the event PDE for NCIRE as  budgeted  for the period
              January 1, 2003  through May 31, 2003 is  achieved,  and the June,
              2003 PDE forecast  indicates  the PDE for June,  2003 is on target
              with the budget,  effective July 1, 2003 ("Accelerated Fee Date"),
              NCIRE will pay INMD a Base  Service Fee equal to six (6%)  percent
              of Revenues;  otherwise, NCIRE will commence paying a Base Service
              Fee of six (6%) percent effective October 1, 2003."

         2.   Section  7.1.3 of the Service  Agreement is hereby  deleted in its
              entirety and the following is substituted therefor:

                      "7.1.3 during each year of this Agreement, commencing with
              the  earlier of (i) the  Accelerated  Fee Date or (ii)  October 1,
              2003, a Base Service Fee,  paid monthly but  reconciled  to annual
              Revenues, of an amount equal to six percent (6%) of the first $8.0
              million  of  NCIRE's  Revenues;  five  percent  (5%)  of  NCIRE.'s
              Revenues  over  $8.0  million,  but less  than $12  million;  four
              percent (4%) of NCIRE.'s Revenues of $12 million or more, but less
              than $16  million;  and three  (3%) of.  NCIRE's  Revenues  of $16
              million or more."

         3.   All other provisions of the Service Agreement,  as amended, not in
              conflict  with  this  Amendment  No. 2 remain  in full  force  and
              effect.
<PAGE>

         IN WITNESS  WHEREOF,  the parties have signed this  Amendment No. 2 the
date first above written.


INTEGRAMED AMERICA, INC.



By:/S/Gerardo Canet
   -------------------------------
   Gerardo Canet, President & CEO



NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY

By:      WAYNE S. MAXSON, M.D., P.A., a general partner


By:/S/Wayne S. Maxon, M.D.
   -------------------------------
   Wayne S. Maxson, M.D., President