AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                  SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.



         THIS  AMENDMENT NO. 3 TO MANAGEMENT  AGREEMENT  ("Amendment  No. 3") is
dated  September  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("IntegraMed")  and Shady Grove  Reproductive  Science
Center, P.C., a Maryland professional corporation, having a place of business at
15001 Shady Grove Road, Suite 400, Rockville, Maryland 20850 ("Shady Grove").

                                    RECITALS:

         WHEREAS,  Shady  Grove  (formerly  known as Levy,  Sagoskin & Stillman,
M.D.,  P.C.) and Shady Grove  Fertility  Centers,  P.C.  ("PC")  entered  into a
management agreement dated March 11, 1998 pursuant to which PC agreed to provide
certain management and  administrative  services to Shady Grove (the "Management
Agreement"); and

         WHEREAS,  PC changed its name to "Shady Grove Fertility Centers,  Inc."
("New Shady  Grove") on March 12, 1998 and  IntegraMed  acquired the majority of
the stock of New Shady  Grove on March 12, 1998 and the  remaining  stock of New
Shady Grove on January 5, 1999; and

         WHEREAS,  New Shady Grove and IntegraMed,  entered into a submanagement
agreement ("Submanagement  Agreement"),  with PC's consent, dated March 12, 1998
pursuant   to  which   IntegraMed   agreed  to   perform   certain   duties  and
responsibilities of New Shady Grove under the Management Agreement; and

         WHEREAS, the Management Agreement was amended by amendments dated April
16, 1998 and May 6, 1998; and

         WHEREAS, New Shady Grove, a wholly-owned subsidiary of IntegraMed,  was
merged into IntegraMed on March 29, 1999; and

         WHEREAS, IntegraMed and Shady Grove desire to clarify certain terms and
conditions of the Management Agreement, as amended.


<PAGE>


         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
herein contained,  and as contained in the Management Agreement,  IntegraMed and
Shady Grove agree as follows:

         1. As a  result  of the  merger  of New  Shady  Grove,  a  wholly-owned
subsidiary of  IntegraMed,  into  IntegraMed  effective  March 29, 1999, all the
rights and obligations of New Shady Grove under the Management  Agreement inured
to the benefit of IntegraMed,  as  successor-in-interest,  and the Submanagement
Agreement terminated by operation of law.

         2. Sections 3.1.2 (iii) and (iv) of The Management Agreement are hereby
deleted and the following are hereby substituted therefor,  retroactive to March
12, 1998:

                  "(iii)  to  receive   payments   from   insurance   companies,
                  prepayments  received  from  health  care  plans and all other
                  third-party payors, and patient deposits (for purposes of this
                  Agreement  patient deposits shall mean any payment in the form
                  of cash, note, check, money order or other instrument received
                  from a patient in advance of  services  being  rendered to the
                  patient which collectively shall be hereinafter referred to as
                  "Patient Deposits"); (iv) to take possession of and endorse in
                  the name of PC (and/or in the name of any  Physician  Employee
                  or Other Professional  Employee rendering Infertility Services
                  to  patients of PC) any Patient  Deposits  and notes,  checks,
                  money  orders,  and other  instruments  received in payment of
                  Receivables;"

             3. The Management  Agreement is hereby amended to add the following
new Section 7.2.3 to Article 7, retroactive to March 12, 1998:

                  "7.2.3  On or  before  the 15th  business  day of each  month,
                  Management  Company  shall  reconcile all shared risk receipts
                  and Patient Deposits,  as herein defined, of PC arising during
                  the previous calendar month and PC hereby pays,  transfers and
                  assigns to Management  Company,  and Management Company hereby
                  accepts from PC, all Patient  Deposits  hereafter  owned by or
                  arising in favor of PC during each such  previous  month.  All
                  Patient  Deposits  shall  be paid to  Management  Company,  in
                  consideration  of management  services in accordance with this
                  Article 7, subject to refund to PC in the event the applicable
                  Infertility  Services  for which the Patient  Deposit was paid
                  are not performed by PC.

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

             5. This  Amendment  No. 3 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.






<PAGE>


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


INTEGRAMED AMERICA, INC.



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




SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.



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