AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

              BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.

         THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT ("Amendment No. 3"), 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 Bay Area Fertility and Gynecology Medical Group, Inc., a
California  professional  medical  corporation,  with  its  principal  place  of
business  at 3160 Crow  Canyon  Road,  Suite 150,  San Ramon,  California  94583
("PC").

                                    RECITALS:

         WHEREAS,  INMD and PC entered into a Management Agreement dated January
7, 1997, 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 [for purposes of this section "new physician" shall
                  mean a physician  starting a practice and is without a patient
                  referral base] 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;"




<PAGE>



         2.       Section  6.1.2  is  hereby  deleted  in its  entirety  and the
following substituted therefor, effective April 1, 2000:

                  "6.1.2 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  6.1.4  is  hereby  deleted  in its  entirety  and the
following substituted therefor, effective April 1, 2000:

                  "6.1.4  during  years  6  through  25 of  this  Agreement,  an
                  Additional   Management   Fee,  paid  monthly  but  reconciled
                  quarterly,  in an amount  equal to  fifteen  (15%)  percent of
                  Revenues, but not to exceed 20% of PDE."

            4.    All other provisions of the Management Agreement,  as amended,
not in conflict with this Amendment No. 3 remain in full force and effect.

         IN WITNESS WHEREOF, the parties have signed this Amendment No. 3 as the
date first written above.

INTEGRAMED AMERICA, INC.



By:/s/Donald S. Wood, Ph.D.
   ----------------------------------------------
   Donald S. Wood, Ph.D.,
   Sr. Vice President and Chief Operating Officer



BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.



By:/s/Arnold Jacobson, M.D., President
   -----------------------------------
   Arnold Jacobson, M.D., President