AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

              BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.



         THIS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT, dated as of January 1,
2001 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 Bay Area Fertility and Gynecology Medical Group, Inc., a
California medical corporation, with its principal place of business at 3160
Crow Canyon Road, Suite 150, San Ramon, California 94583 ("Bay Area Fertility")

                                    RECITALS:

         IntegraMed and Bay Area Fertility entered into a Management Agreement
dated January 7, 1997 (the "Management Agreement"), as amended; and

         IntegraMed and Bay Area Fertility wish to amend further the Management
Agreement, in pertinent part, to provide that IntegraMed's Exclusive Management
Right, as defined in the Management Agreement, includes the medical practice of
Susan P. Willman, M.D., Medical Corporation. and Susan P. Willman, M.D., which
medical practices have merged into Bay Area Fertility effective January 1, 2001.

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

         1. The term "P.C." set forth in the Management Agreement shall include
Infertility Services rendered by Susan P. Willman, M.D., Medical Corporation.
and Susan P. Willman, M.D. (collectively referred to herein as "Willman") who
entered into a Physician-Shareholder Employment Agreement with Bay Area
Fertility effective January 1, 2001.

         2. All representations of and covenants by Bay Area Fertility in the
Management Agreement are hereby amended to include the medical practices of
Willman for which IntegraMed has paid a Right to Manage Fee in the amount of
$183,399.00 in cash and given a promissory note in the amount of $183,399.00 for
the exclusive right to manage Willman's practice as merged with Bay Area
Fertilty.

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

         IN WITNESS WHEREOF, the parties have signed this Amendment No. 4 the
date first above written.


INTEGRAMED AMERICA, INC.



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



BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.



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