AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

         First Amendment (this "Amendment") entered into as of September 20,
2002 between INTEGRAMED AMERICA, INC. (the "Borrower"_ and FLEET NATIONAL BANK
(the "Bank").

         WHEREAS, the Borrower and the Bank are parties to an Amended and
Restated Loan Agreement dated as of September 28, 2001 (the "Agreement"); and

         WHEREAS, the Borrower has requested that the Bank amend, and the Bank
has agreed to amend certain provisions of the Agreement.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

1.       All capitalized terms used herein, unless otherwise defined
         herein, have the same meanings provided therefore in the
         Agreement.

2.       Section 2.1(a) is amended to read in its entirety as follows:

        (a)  Subject to the terms and conditions hereof, the Bank agrees to make
revolving credit loans to the Borrower (the "Revolving  Credit Loans") and issue
SBLCs for the account of the  Borrower  from time to time during the  Commitment
Period of which the aggregate principal amount of (i) Revolving Credit Loans and
SBLCs at any one time outstanding  shall not exceed the lesser of (x) $7,000,000
or (y) the Borrowing Base and (ii) SBLCs at any one time  outstanding  shall not
exceed Five Hundred Thousand and 00/100 Dollars ($5,000,000.00), as such amounts
may be reduced as  provided in this  Agreement  (the  "Commitment").  During the
Commitment  Period  the  Borrower  may use  the  Commitment  (i)  for  obtaining
Revolving  Credit  Loans  by  borrowing,  prepaying  in  whole  or in  part  and
reborrowing  on a  revolving  basis,  all  in  accordance  with  the  terms  and
conditions hereof and (ii) for the issuance of SBLCs by the issuance,  repayment
and/or  termination in whole or in part and reissuance on a revolving basis, all
in accordance with the terms and conditions hereof.

3.      The Borrower hereby represents and warrants to the Bank that:

        (a)  Each and every of the  representations  and warranties set forth in
the Agreement  and/or the documents  executed  pursuant thereto or in connection
therewith  is true as of the date hereof and with the same effect as though made
on the date hereof, and is hereby incorporated herein in full by reference as if
fully restated herein in its entirety.

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        (b)  No  Default or Event or Default  and no event or  condition  which,
with the  giving  of notice or lapse of time or both,  would  constitute  such a
Default or Event of Default, now exists or would exist.

4.      All  obligations in connection with the Agreement are and shall continue
to be (i) secured by the  collateral  referenced in the Agreement and more fully
described  in one or more  security  agreements  in  favor  of the Bank and (ii)
guaranteed by the Guarantors  referenced in the Agreement pursuant to Guarantees
in favor of the Bank.

5.      By their execution of this amendment in the space provided  below,  each
of the guarantors  indicated below hereby consent to this Amendment and reaffirm
their continuing liability under their respective guarantees,  in respect of the
Agreement as amended  hereby and all the documents,  instruments  and agreements
executed pursuant thereto or in connection therewith, without offset, defense or
counterclaim (any such offset, defense or counterclaim as may exist being hereby
irrevocably waived by such guarantors).

6.      The  amendments  set forth  herein are limited  precisely as written and
shall  not be deemed  to (a) be a  consent  to or a waiver of any other  term or
condition of the  Agreement or any of the  documents  referred to therein or (b)
prejudice  any  right or  rights  which the Bank may now have or may have in the
future under or in connection  with the  Agreement or any documents  referred to
therein.  Whenever the  Agreement is referred to in the  Agreement or any of the
instruments,  agreements or other  documents or papers executed and delivered in
connection  therewith,  it shall be deemed to mean the  Agreement as modified by
the Amendment.

7.      This  Amendment  shall be effective as of the date first above  written;
provided  that this  Amendment  shall not be effective  unless and until (i) the
Bank shall have  received  counterparts  of this  Amendment  duly  signed by the
Borrower,  (ii) the  Borrower  shall have paid all the fees and  expenses of the
Bank's outside  counsel in connection  with the  preparation  and negotiation of
this Amendment,  which fees are estimated at $250, plus  out-of-picket  expenses
and (iii)  the Bank  shall  have  received  evidence  of such  proper  corporate
organization,  existence,  authority and appropriate  corporate proceedings with
respect to the Borrower  and the matters  addressed  by this  Amendment  and the
documents,  instruments and agreements executed pursuant hereto or in connection
herewith,  and such other certificates,  instruments,  and documents as the Bank
shall reasonably request.

8.      This Amendment may be executed by the parties hereto  individually or in
any combination, in one or more counterparts, each of which shall be an original
and all of which shall together constitute one and the same agreement.

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<PAGE>

        IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to be
duly executed and delivered by their  respective duly authorized  officers as of
the date first above written.


                            INTEGRAMED AMERICA, INC.



                            By:   /s/John W. Hlwyak, Jr.
                                     -----------------------------------
                            Name:    John W. Hlywak, Jr.
                            Title:   Sr. Vice President and CFO


                            FLEET NATIONAL BANK



                            By:   /s/Thomas G. Carley
                                     -----------------------------------
                            Name:    Thomas G. Carley
                            Title:   Sr. Vice President


        Each of the guarantors  indicated below hereby consent to this Amendment
and reaffirm their  continuing  liability under their  respective  guarantees in
respect of the Agreement as amended  hereby and all the  documents,  instruments
and agreements  executed  pursuant thereto or in connection  therewith,  without
offset, defense or counterclaim (any such offset, defense or counterclaim as may
exist being hereby irrevocably waived by such guarantors).

                            INTEGRAMED PHARMACEUTICAL SERVICES, INC.


                            By:   /s/John W. Hlywak, Jr.
                                     -----------------------------------
                            Name:    John W. Hlywak, Jr.
                            Title:   Sr. Vice President and CFO

                            INTEGRAMED FINANCIAL SERVICES, INC.


                            By:   /s/John W. Hlywak, Jr.
                                     -----------------------------------
                            Name:    John W. Hlywak, Jr.
                            Title:   Sr. Vice President and CFO