INTEGRAMED AMERICA INC
INTEGRAMED AMERICA, INC.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit1088d.txt
<DESCRIPTION>INTEGRAMED AMERICA, INC.
<TEXT>
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                     AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT

                                     BETWEEN

                            INTEGRAMED AMERICA, INC.

                                       AND

                          MPD MEDICAL ASSOCIATES, P.C.



         THIS  AMENDMENT NO. 2 ("Amendment  No. 2"),  dated December 3, 2001, to
the  Management  Agreement  dated as of July 1, 1999 by and  between  IntegraMed
America,  Inc., a Delaware corporation,  with its principal place of business at
One Manhattanville Road, Purchase, New York 10577 ("IntegraMed") and MPD Medical
Associates,  P.C.,  a  New  York  professional  services  corporation  with  its
principal  place of business at 200 Old Country  Road,  Mineola,  New York 11501
("PC").

                                    RECITALS:

         Management Company and PC entered into a Management Agreement dated as
of July 1, 1999, as amended by agreement dated as of October 1, 2000
(collectively, the "Agreement").

Management Company and PC wish to amend further the Agreement, in pertinent part
concerning certain financial and other terms and conditions.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, Management Company
and PC agree as follows:

         1. Section 6.4 is hereby  deleted in its entirety and the  following is
hereby substituted therefor:


         "6.4 Commencing January 1, 2002, PC shall pay Management Company a
         Monthly Management Fee in the amount of Seventy-Nine Thousand One
         hundred Six Dollars ($79,106.00) for the period January 1, 2002 through
         and inclusive of December 31, 2002. Prior to January 1, 2003, PC and
         Management Company shall, in good faith negotiate a Monthly Management
         Fee for the period commencing January 1, 2003. In the event Management
         Company and PC are unable to negotiate successfully a Monthly
         Management Fee for the period commencing January 1, 2003, then the
         Monthly Management Fee of $79,106.00 shall remain in effect until such
         time as a new Monthly Management Fee is agreed upon."

         2. Section 7.1.2 of the Agreement is hereby deleted in its entirety and
the following is substituted therefor:

         "7.1.2  Management  Company  shall  pay each of Dr.  San  Roman and Dr.
         Kristen Cain One-Hundred  Seventy-Five Thousand Dollars  ($175,000.00),
         in cash,  within 30 days after  execution of this  Amendment  No.2 as a
         result of Dr. James  Stelling and Dr. Maria  Seketos each  acquiring 25
         shares of the capital  stock of P.C. in  accordance  with the terms and
         conditions  of the Stock  Purchase  Agreement  made as of July 1, 2001,
         among PC, Dr. San Roman,  Dr.  Kristen Cain, Dr. James Stelling and Dr.
         Maria Seketos.

         3. This Amendment is made pursuant to Section 12.5 of the Agreement.

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



<PAGE>


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


INTEGRAMED AMERICA, INC.



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




MPD MEDICAL ASSOCIATES, P.C.



By:/s/Gabriel San Roman, M.D.
   ------------------------------------
      Gabriel San Roman, M.D., President


</TEXT>
</DOCUMENT>
