AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                  SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.


         THIS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT ("Amendment No. 5"), dated
_____________________________ by and among IntegraMed America, Inc., a Delaware
corporation with its principal place of business at One Manhattanville Road,
Purchase, New York 10577 ("INMD") and Shady Gove Reproductive Science Center,
P.C., a Maryland professional corporation, with its principal place of business
at 15001 Shady Grove Road, Suite 400, Shady Grove, Maryland 20850 ("PC") and
David S. Raffan, M.D., a Virginia resident, residing at ______________________
("Physician").

                                    RECITALS:

         INMD and PC entered into a Management Agreement dated March 11, 1998,
as amended (the "Management Agreement"); and

         INMD and PC wish to amend further the Management Agreement, in
pertinent part, to provide for an additional Exclusive Management Right
consideration, in light of PC's merger with Physician's practice.

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

         1. Article 8 is hereby amended to add the following additional
Sections: "8.3 The Exclusive Management Right includes the medical practice of
Dr. David S. Saffan ("Dr. Safan") which will merge with PC, effective January 1,
2001, in consideration for which Management Company will pay Dr. Saffan
approximately $430,000 as follows:

                  8.3.1 17% of PC's collections [projected to be $1.2 million]
         attributed to Dr. Saffan, as physician of record, for the period
         January 1, 2001 through and inclusive of December 31, 2001 ("First Year
         Collections"); provided, in the event the First Year Collections are
         less than $600,000, Dr. Saffan shall not be entitled to any payment
         pursuant to this Section 8.3.1; and provided further, if the First Year
         Collections are $600,000 or more, but less than $800,000, Dr. Saffan
         shall only be paid 10% of collections attributed to Dr. Saffan, as
         physician of record;

                  8.3.2 8.4% of collections [projected to be $1.5 million]
         attributed to Dr. Saffan, as physician of record, for the period
         January 1, 2002 through and inclusive of December 31, 2002 ("Second
         Year Collections"); and

                  8.3.3 5% of collections [projected to be $2.0 million]
         attributed to Dr. Saffan, as physician of record, for the period
         January 1, 2003 through and inclusive of December 31, 2003 ("Third Year
         Collections").

         8.4 IntegraMed shall make quarterly payments to Physician in the
amounts of (i) $51,500 during the First Year Collections period (ii) $31,500
during the Second Year Collections period, and (iii) $25,000 during the Third
Year Collections period; provided, however, within 60 days after the end of each
of the First, Second and Third Year Collections periods, IntegraMed will
reconcile actual collections to the quarterly payments. Any adjustment will be
made to the first quarterly payment of the succeeding year, except for adjusts
at the end of the Third Year Collections period in which event, the adjustment
shall be made by March 1, 2004. In the event the March 1, 2004 adjustment
requires a refund from Physician, such amount shall be paid to IntegraMed by
April 1, 2004, and the event of an underpayment to Physician by IntegraMed, such
additional payment shall, likewise, be made by April 1, 2004."

<PAGE>


         2. All representations of and covenants by PC set forth in the
Management Agreement are hereby amended to include the medical practice of Dr.
David Saffan.

         3. All other provisions of the Management Agreement, as amended, not in
conflict with this Amendment No. 5 remain in full force and effect.

         IN WITNESS WHEREOF, the parties have signed this Amendment No. 5 the
date first above written.

INTEGRAMED AMERICA, INC.                 SHADY GROVE REPRODUCTIVE SCIENCE
                                                           CENTER, P.C.


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

                                             /s/David S. Saffan
                                             ------------------------------
                                                David S. Saffan, M.D.