AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                       SHADY GROVE FERTILITY CENTERS, INC.

                                       AND

                     LEVY, SAGOSKIN AND STILLMAN, M.D., P.C.



         THIS  AMENDMENT NO. 2 TO MANAGEMENT  AGREEMENT  ("Amendment  No. 2") is
dated as of May 6,  1998 by and  among  IntegraMed  America,  Inc.,  a  Delaware
corporation,  with its principal place of business at One  Manhattanville  Road,
Purchase, New York  10577("IntegraMed"),  Shady Grove Fertility Centers, Inc., a
Maryland  corporation,  having a place of business at One  Manhattanville  Road,
Purchase, New York 10577 ("Shady Grove") and Levy, Sagoskin and Stillman,  M.D.,
P.C.,  a Maryland  professional  corporation,  with a place of  business at 9707
Medical Center Drive, Suite 230, Rockville, Maryland 20850 ("PC").

                                    RECITALS:

         WHEREAS,  Shady  Grove  and  PC  entered  into a  Management  Agreement
("Management Agreement") dated March 11, 1998; and

         WHEREAS, IntegraMed acquired the majority of the issued and outstanding
capital stock of Shady Grove on March 12, 1998; and

         WHEREAS,  Shady  Grove  and  IntegraMed  entered  into a  Submanagement
Agreement ("Submanagement Agreement"),  with PC's consent, dated March 12, 1998,
pursuant   to  which   IntegraMed   agreed  to   perform   certain   duties  and
responsibilities of Shady Grove under the Management Agreement; and

         WHEREAS,  the Management Agreement was amended by agreement dated April
16, 1998; and

         WHEREAS, the parties desire to amend further the Management  Agreement,
in  pertinent  part,  to provide  for a revised  Additional  Management  Fee, as
defined in the Management Agreement.

         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
herein  contained,   and  as  contained  in  the  Management  and  Submanagement
Agreements, IntegraMed, Shady Grove and PC agree as follows:








         1. Section 7.1.4 of the  Management  Agreement is hereby deleted in its
entirety and the following is hereby substituted therefor,  retroactive to March
11, 1998:

         "7.1.4 an  Additional  Management  Fee,  paid  monthly  but  reconciled
         quarterly, in accordance with the following table:

                       Years 1 through 5 of this Agreement
                       -----------------------------------

         Cost of Services plus the Base    
         Management Fee as a % of Revenues         Additional Management Fee
         ---------------------------------         -------------------------

         Below 76%                                 20% of PDE
         76% to 81%                                17.5% of PDE
         81% or more                               15% of PDE

                      Years 6 through 25 of this Agreement
                      ------------------------------------

         Below 76%                                 25% of PDE
         76% to 81%                                22.5% of PDE
         81% or more                               20% of PDE"

           2. Section 7.4.2 of the Management Agreement is hereby deleted in its
entirety.

            3.All other provisions of the Management Agreement,  as amended, not
in conflict with this Amendment No. 2 remain in full force and effect.

            4.This  Amendment  No. 2 may be  executed  in any number of separate
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties have signed this Amendment No. 2 the date
first above written.


INTEGRAMED AMERICA, INC.                  LEVY, SAGOSKIN AN STILLMAN, M.D., P.C.


By: /s/Gerardo Canet                      By: /s/Michael Levy
    ------------------------                    --------------------------
    Gerardo Canet, President                    Michael J. Levy, President


SHADY GROVE FERTILITY CENTERS, INC.


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