AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                       FERTILITY CENTERS OF ILLINOIS, S.C.



         THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT,  dated August 19, 1997 by
and between IntegraMed America, Inc., a Delaware corporation, with its principal
place of business at One Manhattanville Road, Purchase,  New York 10577 ("INMD")
and Fertility Centers of Illinois,  S.C., an Illinois medical corporation,  with
its  principal  place of  business  at 3000  North  Halsted  Street,  Suite 509,
Chicago, Illinois 69657 ("FCI").

                                                     RECITALS:

         INMD and FCI entered into a  Management  Agreement  dated  February 28,
1997 (the "Management Agreement"), as amended; and

         INMD  and FCI  wish to  further  amend  the  Management  Agreement,  in
pertinent  part to provide for a revised  Right to Manage Fee, as defined in the
Management  Agreement,  in light of FCI's  expansion to include  practice of Dr.
Edward Marut.

         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
herein  contained,  and as contained in the Management  Agreement,  INMD and FCI
agree as follows:

         1. The term "FCI"  shall  include the  medical  practice of Dr.  Edward
Marut  encompassing the provision of in vitro  fertilization  and other assisted
reproductive services.

         2. The  Management  Fee set forth in  Section  7.1 shall be  $8,750,000
instead of $8,000,000.

         3. The amount payable at the closing pursuant to Section 7.1.2 shall be
$6,750,000 instead of $6,000,000.

         4. All representations and covenants by FCI set forth in the Management
are hereby amended to include the medical practice of Dr. Edward Marut.

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






         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


FERTILITY CENTERS OF ILLINOIS, S.C.


By:/s/ Aaron S. Lifchez
   -------------------------
   Aaron S. Lifchez, President