April 28, 2006

Gerardo Canet
37 Christopher Road
Bedford Corners, NY 10549

Dear Jerry:

         This is to confirm the discussions that we have had regarding section
20.1 of your amended employment agreement dated June 6, 2005 (the "Agreement").
Per our discussions, said section is hereby deleted in its entirety and the
following substituted therefore:

              20.1 In consideration of your serving as a consultant to the
              Company you will be paid One Hundred Twenty-Five Thousand
              ($125,000.00) Dollars annually in monthly installments of Ten
              Thousand Four Hundred Sixteen Dollars and Sixty-Seven Cents
              ($10,416.67) for each year of the Term for a total of Three
              Hundred Seventy-Five Thousand Dollars ($375,000.00); provided,
              however, the first payment, which will be in the amount of One
              Hundred thirty-five Thousand Four Hundred Sixteen Dollars
              ($135,416.67), will be paid to you on January 2, 2007. Thereafter,
              you will paid monthly installments on the first of the month for
              the next twenty-three months in the amount of Ten Thousand Four
              Hundred Sixteen Dollars and Sixty-Seven Cents ($10,416.67), with
              the last payment to you on December 1, 2008. As a consultant to
              the Company, you agree to provide consulting services as requested
              by the then CEO, but in no event will you be asked to provide
              consulting services for more than 4 days during any one-month
              period during the Term for routine consulting services. In the
              event you are asked to assist with a project outside routine
              consulting services or you are asked to provide more than 4 days
              of consulting services during a month, you will be compensated at
              a rate of $1,500 per diem for such project or days in excess of
              the 4 days of routine consulting services.

              The payments provided for in this paragraph 20.1 are to be paid
irrespective of your serving as Chairman of the Board.


         All provisions of the Agreement not in conflict with this amended
section 20.1 remain in full force and effect. If the foregoing amended section
20.1 accurately reflects our understanding, please sign a copy of this letter
where indicated below and return the same to Jay Higham.



Gerardo Canet
April 28, 2006
Page 2 of 2
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         Upon execution of this amendment, we will cause a Form 8-K to be filed
with the Securities and Exchange Commission.




Sincerely,

/s/Elizabeth E. Tallett
   -----------------------------------------------
   Elizabeth E. Tallett, Chairperson
   Compensation Committee, Board of Directors
   IntegraMed America, Inc.

/s/Jay Higham
   -----------------------------------------------
   Jay Higham, President & CEO


         ***************************************************************

Foregoing accepted and agreed to:

/s/Gerardo Canet
   -----------------------------------
   Gerardo Canet