AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                          MPD MEDICAL ASSOCIATES, P.C.



         THIS AMENDMENT NO. 1 ("Amendment  No.1") dated as of October 1, 2000 to
the  Management  Agreement  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 ("Management Company") and MPD
Medical Associates,  P.C., a New York professional services corporation with its
principal  place of business at 200 Old Country  Road,  Mineola,  New York 11501
("PC").

                                    RECITALS:

         Management Company and PC entered into a Management  Agreement dated as
of July 1, 1999 (the "Management Agreement").

         Management  Company has fully performed the services provided for under
the Management Agreement.

         In recognition of the additional  services and capital  provided to PC,
the parties have agreed to increase the Monthly  Management Fee, as such term is
defined in the Management Agreement.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
herein contained and other good and valuable  consideration,  Management Company
and PC agree as follows:

         1.       Section  6.4 and its  subparts  are  hereby  deleted  in their
entirety and the following is hereby substituted therefor:

         "6.4 PC shall pay  Management  Company a Monthly  Management Fee in the
amount of Sixty  Thousand  Dollars  ($60,000.00)  for the period October 1, 2000
through and  inclusive of September  30, 2001.  Prior to October 1, 2001, PC and
Management  Company shall, in good faith negotiate a Monthly  Management Fee for
the period  commencing  October 1, 2001. In the event Management  Company and PC
are unable to negotiate  successfully  a Monthly  Management  Fee for the period
commencing  October 1, 2001,  then the Monthly  Management  Fee of $60,000 shall
remain  in effect  until  such time as a new  Monthly  Management  Fee is agreed
upon."

         2.       This  Amendment  is  made  pursuant  to  Section  12.5  of the
Management Agreement.

         3.       All other provisions of the Management Agreement,  as amended,
not in conflict with this Amendment No. 1 remain in full force and effect.







         IN WITNESS  WHEREOF,  the parties have signed this  Amendment No. 1 the
date first above written.


INTEGRAMED AMERICA, INC.



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




MPD MEDICAL ASSOCIATES, P.C.



By:/s/Gabriel San Roman
   ----------------------------------
   Gabriel San Roman, M.D., President