AMENDMENT NO. 6 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                       FERTILITY CENTERS OF ILLINOIS, S.C.


         THIS  AMENDMENT  NO. 6 TO  MANAGEMENT  AGREEMENT is dated as of July 1,
1999 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  Fertility   Centers  of  Illinois,   S.C.,  an  Illinois  medical
corporation,  with its principal place of business at 3000 North Halsted Street,
Suite 509, Chicago, Illinois 69657 ("FCI").

                                    RECITALS:

         INMD and FCI entered into a  management  agreement  dated  February 28,
1997,  as amended,  with an effective  date of August 19, 1997 (the  "Management
Agreement");

         INMD and FCI desire to amend and restate  certain  financial  terms and
conditions of the Management Agreement governing their relationship.

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

         1. Section 1.1.4 of Article I is hereby deleted in its entirety and the
following is substituted therefor, effective July 1, 1999:

                  "1.1.4  "Costs  of  Services"  shall  mean  all  ordinary  and
                  necessary   expenses  of  FCI  and  all  direct  ordinary  and
                  necessary   operating   expenses  of  INMD,  without  mark-up,
                  incurred in  connection  with the  management of FCI's medical
                  practice,  as more  specifically  described  in  Section  2.1;
                  provided,  however,  Costs of Services  shall be adjusted  for
                  Pass-Throughs."

         2.  Section  1.1.13 of Article I is hereby  deleted in its entirety and
the following is substituted therefor, effective July 1, 1999:

                  "1.1.13  "Revenues"  shall mean the sum of all  Physician  and
                  Other   Professional   Revenues,   and  FCI  Management  Fees;
                  provided,    however,   Revenues   shall   be   adjusted   for
                  Pass-Throughs."


         3. Article I is hereby amended to add a new Section  1.1.15,  effective
July 1, 1999, as follows:


<PAGE>





                  "1.1.15 " Pass  Throughs"  shall  mean  those  amounts,  under
                  capitation  arrangements  identified in certain  managed care,
                  HMO,  Preferred  Provider or similar  agreement,  which FCI is
                  obligated to remit to third-party  health care providers,  for
                  goods or services,  out of the capitation  payment received by
                  FCI under such capitation  arrangements.  For any payment to a
                  third party to qualify as a Pass-Through  the payment must (i)
                  be linked to a capitation  contract (ii) further, be linked to
                  a  subcapitation  contract  that  transfers  full  risk  to  a
                  third-party   health  care   provider  for  the  provision  of
                  specified  goods  and/or  services,  and (iii)  have the prior
                  approval of INMD for the  exclusion  of the amounts from FCI's
                  Revenues."

         4. Section  6.1.3 is hereby  deleted in its entirety and the  following
substituted therefor, effective July 1, 1999:

                  "6.1.3 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 FCI's Revenues; five percent (5%) of
                  FCI's Revenues over $8.0, but less than $12 million;  and four
                  percent (4%) of FCI's Revenues of $12 million and above."

         5. Section 6.1.4 of the  Management  Agreement is hereby deleted in its
entirety and the following is hereby  substituted  therefor,  effective  July 1,
1999:

                  "6.1.4 an Additional  Management  Fee in  accordance  with the
                  following table:

                         July 1, 1999 to August 19, 2002
                         -------------------------------

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

         55% and below                                 10.5% of Revenues
         55.01% to 65%                                  8.5% of Revenues
         65.01% to 75%                                  6.5% of Revenues
         75.01% to 80%                                  4.5% of Revenues
         80.01% or more                                   0% of Revenues

                       August 20, 2002 to August 19, 2022
                       ----------------------------------

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

         55% and below                                 12.5% of Revenues
         55.01% to 65%                                 10.5% of Revenues
         65.01% to 75%                                  8.5% of Revenues
         75.01% to 80%                                  6.5% of Revenues
         80.01% or more                                   0% of Revenues


<PAGE>


         6. The second sentence of Section 6.1.5 of the Management  Agreement is
hereby amended to read as follows:

                  "Said  alternate  Management  Fee shall be an amount  mutually
                  agree upon between  INMD and FCI within  thirty days time from
                  the Findings, but in no event shall be less than $2,313,000.00
                  per annum."

         7. Article 6 is hereby  amended to add a new Section  6.1.7,  effective
July 1, 1999, as follows:

                  "6.1.7 The  Additional  Management Fee provided for in Section
                  6.1.4 shall be paid  monthly to INMD;  provided,  however INMD
                  will, on a quarterly basis,  reconcile the monthly  Additional
                  Management  Fee to the  quarterly  financial  results of FCI's
                  operations   ("Quarterly   Reconciliation").   The   Quarterly
                  Reconciliation shall be performed within 45 days after the end
                  of each calendar quarter.  To the extent the aggregate monthly
                  Additional  Management  Fee  paid to INMD  for the  applicable
                  quarter  is less or  greater  than the amount to which INMD is
                  entitled for the  applicable  quarter,  the amount  previously
                  paid to INMD for the applicable quarterly shall be adjusted to
                  the Quarterly Reconciliation amount."

         8. All other provisions of the Management Agreement, as amended, not in
conflict with this Amendment No. 6 remain in full force and effect.

         9. This  Amendment  No. 6 may be  executed  in any  number of  separate
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the parties have signed this  Amendment No. 6 the
date first above written.

INTEGRAMED AMERICA, INC.



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



FERTILITY CENTERS OF ILLINOIS, S.C.



By:/s/Aaron S. Lifchez
   ------------------------------
   Aaron S. Lifchez, President