AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                  SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.


         THIS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT ("Amendment No. 4"), dated
April 1, 2000 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 Shady  Grove  Reproductive  Science  Center,  P.C.,  a
Maryland professional corporation, with its principal place of business at 15001
Shady Grove Road, Suite 310, Rockville, Maryland 20850 ("PC").

                                    RECITALS:

         WHEREAS,  INMD and PC are parties to a Management Agreement dated March
12, 1998, as amended (the "Management Agreement");and

         WHEREAS, INMD and PC wish to amend further the Management Agreement, in
pertinent part to clarify certain financial terms and conditions;

         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, as amended, INMD
and PC agree as follows:

         1.      Section   2.1.2  is  hereby   deleted  and  the  following  is
substituted therefor, effective April 1, 2000:

                  "2.1.2.  Expenses  incurred in the  recruitment  of additional
                  physicians for P.C.  including,  but not limited to employment
                  agency fees, travel expenses and relocation expenses;  and, up
                  to  $175,000  for the first 12 months of each new  physician's
                  employment to cover such costs as a signing bonus, if any, and
                  salary; provided, however, any such amount must be approved by
                  the Joint Practice  Management Board on a case-by-case  basis;
                  and provided, further, "additional physician" shall mean a new
                  physician  whose hiring is not to replace a physician  who has
                  left P.C.  within 12 months prior to the employment of the new
                  physician,   but  whose  hiring   increases   PC's   full-time
                  equivalent  ("FTE")  physicians to a number  greater than PC's
                  FTE physicians for the previous 12 months;"





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         2.       Section  7.1.3  is  hereby  deleted  in its  entirety  and the
following substituted therefor, effective April 1, 2000:

                  "7.1.3 during each year of this  Agreement,  a Base Management
                  Fee, paid  monthly,  of an amount equal to six percent (6%) of
                  the first $8.0 million of P.C.'s  Revenues;  five percent (5%)
                  of P.C.'s  Revenues over $8.0, but less than $12 million;  and
                  four percent (4%) of P.C's Revenues of $12 million and above."

         3.       Section  7.1.4  is  hereby  deleted  in its  entirety  and the
following substituted therefor, effective April 1, 2000:

                  "7.1.4  during  each  year of this  Agreement,  an  Additional
                  Management  Fee,  paid monthly but  reconciled  quarterly,  in
                  accordance with the following  table; and provided further the
                  Additional  Management  Fee shall not  exceed  the  applicable
                  percent of PC's PDE for any Fiscal Year:

                  Cost of Services plus the Base
                  Management Fee as a % of Revenues    Additional Management Fee
                  ---------------------------------    -------------------------

                         Below 76%                           20% of PDE
                         76% to 81%                          17.5% of PDE
                         81% or more                         15% of PDE

            4.    All other provisions of the Management Agreement,  as amended,
not in conflict with this Amendment No. 4 remain in full force and effect.

         IN WITNESS WHEREOF, the parties have signed this Amendment No. 4 as the
date first written above.

INTEGRAMED AMERICA, INC.



By:/s/Gerardo Canet
   --------------------------
   Gerardo Canet, President



SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.



By:/s/Michael J. Levy, M.D.
   --------------------------------
   Michael J. Levy, M.D., President