RESTATED CERTIFICATE OF INCORPORATION
INTEGRAMED AMERICA, INC.
Pursuant to Section 245 of the
General Corporation Law of the State of Delaware
The undersigned, Gerardo Canet, President and Chief Executive Officer of IntegraMed America, Inc., a
corporation organized and existing under the laws of the State of Delaware, in accordance with an original
Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on June
4, 1985 (the "Corporation"), hereby certifies, pursuant to
Section 245 of the Delaware General Corporation Law, as follows:
FIRST: The Corporation was originally incorporated under the name IVF Australia (USA), Ltd.
SECOND: The Certificate of Incorporation of the Corporation in effect on the date hereof, is hereby restated in
its entirety without discrepancy or further amendment to read as set forth herein, and is hereby integrated into, a
single instrument entitled Restated Certificate of Incorporation of IntegraMed America, Inc.
THIRD: The Restated Certificate of Incorporation only restates and integrates and does not amend the provisions
of the Certificate of Incorporation as in effect at the date hereof and was duly adopted by the board of directors
of the Corporation in accordance with the provisions of Section 245 of the General Corporation Law of the State
FOURTH: At the effective time of the Restated Certificate of Incorporation, the Restated Certificate of
Incorporation of the Corporation shall read as follows:
The name of the Corporation (hereinafter called the "Corporation") is IntegraMed America, Inc.
The registered office of the Corporation within the State of Delaware is 2711 Centerville Road, Suite 400, City
of Wilmington, County of New Castle. The registered agent of the Corporation within the State of Delaware is
Corporation Service Company, the business office of which is identical with the registered office of the