BETWEEN

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                      AMENDMENT NO. 3 TO SERVICE AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

         NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY


         THIS AMENDMENT NO. 3 TO SERVICE AGREEMENT ("Amendment No. 3"), is dated
January 1, 2003 by and between IntegraMed America, Inc., a Delaware corporation
with its principal place of business at Two Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx
Xxxx 00000 ("IntegraMed") and Northwest Center for Infertility and Reproductive
Endocrinology, a Florida partnership of professional associations, with its
principal place of business at 0000 Xxxxx Xxxxx Xxxx 0, Xxxxx 000, Xxxxxxx,
Xxxxxxx 00000 ("NCIRE").

                                    RECITALS:

         IntegraMed and NCIRE entered into a Service Agreement dated April 26,
2002, as amended by Amendment No.1 dated June 14, 2002 and Amendment No. 2 dated
November 1, 2002 (collectively, the "Service Agreement"); and

         IntegraMed and NCIRE wish to amend further the Service Agreement, in
pertinent part, in light of IntegraMed employing certain personnel as of January
1, 2003.

         NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Service Agreement, IntegraMed and
NCIRE agree as follows:

         1. Section 3.3 of the Service Agreement is hereby deleted in its
entirety and the following is substituted therefor:

         "3.3.1 EXECUTIVE DIRECTOR. IntegraMed will hire an Executive Director,
         subject to the approval of the Joint Practice Management Board, to
         manage and administer all of the day-to-day business functions of the
         Facilities. The Executive Director, subject to the terms of this
         Agreement, shall implement the policies agreed upon by the Joint
         Practice Management Board and will perform the administrative duties
         assigned by IntegraMed.

         3.3.2 PERSONNEL. IntegraMed shall provide all Other Employees, who
         shall include non-professional support personnel and administrative
         personnel, clerical, secretarial, bookkeeping, billing and collection
         personnel reasonably necessary for the operation of NCIRE at the
         Facilities. Such personnel shall be under the direction, supervision
         and control of IntegraMed. IntegraMed's obligations to utilize
         non-professional personnel shall be governed by the overriding
         principle and goal of facilitating the NCIRE's provision of high
         quality medical care and laboratory services. IntegraMed shall make
         every effort, consistent with sound business practices, to honor the
         specific requests of NCIRE with regard to the assignment of
         IntegraMed's employees, including the Executive Director."

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

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


INTEGRAMED AMERICA, INC.



By:  /s/ Xxxxxxx Xxxxx
     ----------------------------------
         Xxxxxxx Xxxxx, President & CEO



NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY

By:      XXXXX X. XXXXXX, M.D., P.A., a general partner


By:  /s/Xxxxx X. Xxxxx
     -----------------------------------
        Xxxxx X. Xxxxxx, M.D., President