AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

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     1.  CONTRACT ID CODE 

     2.  AMENDMENT/MODIFICATION NO.:  P00004

     3.  EFFECTIVE DATE:  01/29/98

     4.  REQUISITION/PURCHASE REQ. NO.:  YMEC00-5226-6911

     5.  PROJECT NO.  (if applicable)

     6.   ISSUED BY: DIR OF CONTRACTING WALTER REED AMC        CODE:    DADA15
                  ATTN  MCHL  Z  BLDG  T  20
                  6825  16TH STREET NW
                  WASHINGTON, DC  20307-5000

     7.   ADMINISTERED BY (if other than item 6): MARY L. POOL CODE:    K29
                                                 TEL:  (202)  782-1416

     8.   NAME AND ADDRESS OF CONTRACTOR
            (No., street, county, State and ZIP Code)
                           INTEGRAMED AMERICA, INC.       VENDOR ID:  00030356
                           ONE MANHATTANVILLE ROAD
                           PURCHASE, NY  105772100

(X)  9A.  AMENDMENT OF SOLICITATION NO.: 

     9B.  DATED (SEE ITEM 11):

(X)  10A. MODIFICATION OF CONTRACT/ORDER NO.: DADA15-96-C-0009 

     10B. DATED   (SEE ITEM 13):  12/06/95

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CODE                                        FACILITY CODE
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     11.  THIS ITEM ONLY APPLIED TO AMENDMENTS OF SOLICITATIONS

      |_|The above numbered solicitation is amended as set forth in Item 14. The
      hour and date specified for receipt of Offers |_| is extended,  |_| is not
      extended.  Offers must acknowledge  receipt of this amendment prior to the
      hour and date specified in the  solicitation or as amended,  by one of the
      following  methods:  (a) By  completing  Items  8 and  15,  and  returning
      ___copies of the amendment; (b) By acknowledging receipt of this amendment
      on each copy of the offer submitted; or (c) By separate letter or telegram
      which  includes a reference to the  solicitation  and  amendment  numbers.
      FAILURE OF YOUR  ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR
      THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE  SPECIFIED  MAY RESULT IN
      REJECTION  OF YOUR  OFFER.  If by virtue of this  amendment  you desire to
      change an offer  already  submitted,  such  change may be made by telegram
      letter,   provided  each  telegram  or  letter  makes   reference  to  the
      solicitation and this amendment, and is received prior to the opening hour
      and date specified.

     12.  ACCOUNTING AND APPROPRIATION DATA
             (if required):  Mod Obligated Amount US               $ 0.00
                        NO COST TO THE GOVERNMENT                  EFT:    T

     13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
          IT MODIFIED THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(X)  A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority)
        THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
        ORDER NO. IN ITEM 10A

     B. THE  ABOVE   NUMBERED   CONTRACT/ORDER   IS  MODIFIED  TO  REFLECT  THE
        ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
        date,  etc.) SET FORTH IN ITEM 14,  PURSUANT  TO THE  AUTHORITY  OF FAR
        43.103(b)

 (X) C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
        FAR 52.243.1

     D. OTHER   (Specify type of modification and authority)

     E. IMPORTANT: Contractor | |is not,
                              |X|is required to sign this document and return
                                 2  copies to the issuing office.
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DESCRIPTION  OF  AMENDMENT/MODIFICATION  (Organized  by  UCF  section  headings,
including solicitation/contract subject matter where feasible.)

  Subject  modification  is  issued  to  reflect  the  following changes:


        1.  In accordance with Section-H, Paragraph H-3, FAR 52.217-9 "Option To
            Extend The Terms Of Contract." The Government elects to exercise its
            second option of the contract.

  Except as provided herein, all terms and conditions of the document referenced
  in item 9A or 10A, as heretofore changed,  remains unchanged and in full force
  and effect.

15A. NAME AND TITLE OF SIGNER (Type or print):

     Donald S. Wood, Ph.D.
     IntegraMed America, Inc.

15B. CONTRACTOR/OFFEROR

     /s/Donald S. Wood
     ------------------------------------
     (Signature of person authorized to sign)

15C.   DATE SIGNED:      4/15/98

16A.   NAME AND TITLE OF CONTRACTING OFFICER  (Type or print):

       Roland Thomas        K63

16B.   UNITED STATES OF AMERICA

       By: /s/Roland Thomas
           --------------------------
           (Signature of Contracting Officer)

16C.   DATE SIGNED:  4/16/98



                                                      SF 30 CONTINUATION SHEET

   2.   Line items #0003 thru 0003AG for the option  period 01 January 1998 thru
        December 1998.

   3.   The statement of work is revised as follows:

        C.  1.a2.  The  Contractor  must  meet a 50%  pregnancy  rate  for  ICSI
   (Intracytoplasmic  sperm injection) a clinical pregnancies with TESA and MESA
   (epidyimal sperm  aspiration),  and a >40% ongoing  delivered  pregnancy rate
   overall. A >30% pregnancy rate for (FET) frozen embryo transfer cycles.  Must
   meet  HCLA  board  certified  and  have  CLIA and CAP  certification  for the
   laboratory.  Must  have  twenty  (20) or  more  peer  reviewed  publications.
   Documentation of involvement in a fellow thesis in Reproductive Endocrinology
   and  Infertility.   Must  be  capable  of  performing  all  micromanipulation
   techniques ICSI (Intracytoplasmic  Sperm Injection) Assisted embryo hatching,
   partial zona drilling and support two research  protocols per year. Must have
   Applied to the  Society for  Assisted  Reproductive  Technologies  (SART) for
   membership and paid required fees, to support SART data collection and input.

        Changed: C. 1.a2. The pregnancy  rates refer to  pregnancies  per embryo
   transfer for women under age 39 and the rates are to be established  over the
   one-year  contract  period  for  1998.  The  Government  and  the  Contractor
   recognize that the pregnancy  rates are the result of a combined  effort that
   includes the Contractor and the Government.  In addition,  the Government and
   the  Contractor  recognize  that  the  pregnancy  rates  may be  affected  by
   situations  such as the air quality over which the Contractor has no control.
   Accordingly,  if one or more of the pregnancy  rates for a given  category of
   patient do not meet or exceed those in the  Statement  of Work,  the military
   and the  Contractor  agree to cooperate and use their best efforts to improve
   the rates to the levels agreed to. Best efforts means that the Contractor and
   the  Government  shall  mutually  agree to a  written  plan  approved  by the
   Contracting Officer for improving rates over a reasonable period of time.

       C. 1.a3. The Contractor must provide full service  cryobiology program to
   include storage of embryos and sperm all laboratory equipment and staffing as
   work load requires. Capability to move to an outside facility if the military
   is unable to provide on-site space.

       Changed:  C. 1.a3. The Contractor will use its best efforts to move to an
   outside  facility if the  Government  is unable to provide  on-site  space in
   support of a cryobiology  program.  The  Government  agrees that it will work
   cooperatively  with the  Contractor to agree that it will work  cooperatively
   with the  Contractor  to  relocate  to an  outside  space  and  will  provide
   Contractor  with at least  120  days  notice  that a move of the  cryobiology
   program to an outside space is necessary.  Cooperation  includes,  but is not
   limited  to,  providing  a secure  space in  which to store  all  cryobiology
   equipment and materials,  providing Contractor with access to patient records
   for the purpose of notifying patients that a move of the cryobiology  program
   will take place.




                                                     SF  30  CONTINUATION  SHEET

       C 1.a4. The Contractor must provide a backup alarm system. All laboratory
   employees  must carry a beeper  and be able to  respond to alarm  twenty-four
   (24) hours a day 365 days per year. C. 1.a9. The Contractor  must provide two
   (2) nurse coordinators and two (2) full time administrators.

      Changed:  C. 1.a9. The Contractor is hiring two (2) nurse coordinators and
   two (2) full time  administrators  with the understanding from the Government
   that the Statement of Work will be changed as follows:

      C. 1.b3.  The Government will provide sheltered on-site parking for all
   Contractors nursing, administrative and laboratory personnel.

      C. 1.b6.  Zit is estimated  that there will be 350 to 450  procedures  per
   year.

      Added:  C. 1.a10. The patients undergoing  intrauterine  insemination will
   be charged an additional  $50.00 for sperm washing prepared by the Contractor
   for each sample.

///////////////////////////////last item////////////////////////////////////////



                      SUPPLIES OR SERVICES AND PRICES/COSTS

Contractor  to supply all  labor,  materials,  equipment,  and  supervision  for
developing  and  staffing  an  In  Vitro  Fertilization/Gamete  Intra  Fallopian
Transfer  Laboratory  at Walter  Reed Army  Medical  Center.  All work  shall be
performed in accordance  with the Statement of Work and all terms and conditions
of the Contract.



- --------------------------------------------------------------------------------
ITEM       DESCRIPTION                             QUANTITY  U/I     UNIT PRICE        AMOUNT
- ----       -----------                             --------  ---     ----------        ------
                                                                       
0001       BASE YEAR
           01 JANUARY 1996 THRU 31 DECEMBER 31

0001AA     BASIC IN VITRO FERTILIZATION (IVF)       300.00    EA      0.000000        0.000000

0001AB     BASIC IVF PLUS INTRACYTOPLASMIC           30.00    EA      0.000000        0.000000
           INJECTION (ICSI)

0001AC     GAMETE INTRAFALLOPIAN TRANSFER (GIFT)     60.00    EA      0.000000        0.000000

0001AD     BASIC IVF PLUS ASSISTED HATCHING         100.00    EA      0.000000        0.000000

0001AE     CRYOPRESERVATION OF EMBRYOS              200.00    EA      0.000000        0.000000

0001AF     STORAGE OF CRYOPRESERVED EMBRYOS         200.00    EA      0.000000        0.000000

0001AG     THAWING OF CRYOPRESERVED EMBRYOS         200.00    EA      0.000000        0.000000

0002       FIRST OPTION PERIOD 1 JANUARY 1997
           THRU 31 DECEMBER 1997

0002AA     BASIC IVF                                300.00    EA      0.000000        0.000000

0002AB     BASIC IVF PLUS INTRACYTOPLASMIC           30.00    EA      0.000000        0.000000
           INJECTION (ICSI)

0002AC     GAMETE INTRAFALLOPIAN TRANSFER (GIFT)     60.00    EA      0.000000        0.000000

0002AD     BASIC IVF PLUS ASSISTED HATCHING         100.00    EA      0.000000        0.000000

0002AE     CRYOPRESERVATION OF EMBRYOS              200.00    EA      0.000000        0.000000

0002AF     STORAGE OF CRYOPRESERVED  EMBRYOS        200.00    EA      0.000000        0.000000

0002AG     THAWING OF CRYOPRESERVED EMBRYOS         200.00    EA      0.000000        0.000000

0003       SECOND OPTION PERIOD 01 JANUARY 1998
           THRU 31 DECEMBER 1998

0003AA     BASIC  IVF                               300.00    EA      0.000000        0.000000

0003AB     BASIC IVF PLUS INTRACYTOPLASMIC           30.00    EA      0.000000        0.000000
           INJECTION (ICSI)

0003AC     GAMETE INTRAFALLOPIAN TRANSFER (GIFT)     60.00    EA      0.000000        0.000000

0003AD     BASIC IVF PLUS ASSISTED HATCHING         100.00    EA      0.000000        0.000000

0003AE     CRYOPRESERVATION OF EMBRYOS              200.00    EA      0.000000        0.000000

0003AF     STORAGE OF CRYOPRESERVED  EMBRYOS        200.00    EA      0.000000        0.000000

0003AG     THAWING OF CRYOPRESERVED EMBRYOS         200.00    EA      0.000000        0.000000

0004       THIRD OPTION PERIOD 01 JANUARY 1999
           THRU 31 DECEMBER 1999

0004AA     BASIC  IVF                               300.00    EA      0.000000        0.000000

0004AB     BASIC IVF PLUS INTRACYTOPLASMIC           30.00     EA      0.000000       0.000000
           INJECTION (ICSI)

0004AC     GAMETE INTRAFALLOPIAN TRANSFER (GIFT)     60.00     EA      0.000000       0.000000

0004AD     BASIC IVF PLUS ASSISTED HATCHING         100.00     EA      0.000000       0.000000

0004AE     CRYOPRESERVATION OF EMBRYOS              200.00     EA      0.000000       0.000000

0004AF     STORAGE OF CRYOPRESERVED  EMBRYOS        200.00     EA      0.000000       0.000000

0004AG     THAWING OF CRYOPRESERVED EMBRYOS         200.00     EA      0.000000       0.000000