AMENDMENT NO. 10 TO MANAGEMENTAGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND SHADY GROVE FERTILITY REPRODUCTIVESCIENCE CENTER, P.C.

Exhibit 10.1

AMENDMENT NO. 10 TO MANAGEMENT AGREEMENT

BETWEEN

INTEGRAMED AMERICA, INC.

AND

SHADY GROVE FERTILITY REPRODUCTIVE SCIENCE CENTER, P.C.

THIS AMENDMENT NO. 10 TO MANAGEMENT AGREEMENT (“Amendment”) is dated June 10, 2012, by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“IntegraMed” or the “Management Company”), and Shady Grove Fertility Reproductive Science Center, P.C., a Maryland professional corporation, with its principal place of business at 15001 Shady Grove Road, Suite 310, Rockville, Maryland 20850 (“Shady Grove” or “PC”).

RECITALS:

Whereas, (i) IntegraMed and Shady Grove are the current parties to a Management Agreement dated March 11, 1998, between Shady Grove Fertility Centers, Inc. (as predecessor to IntegraMed) and Levy, Sagoskin and Stillman M.D., P.C. (now known as Shady Grove), as amended by Amendment Nos. 1-9 thereto (as so amended, the “Agreement”), and (ii) Shady Grove (formerly known as Levy, Sagoskin and Stillman M.D., P.C.) is bound by a Security Agreement, dated as of March 12, 1998, in favor of the Management Company (as successor to Shady Grove Fertility Centers, Inc.) (the “Security Agreement”);

Whereas, pursuant to Section 7.2.3 of the Agreement, Shady Grove has transferred and assigned to the Management Company all “Patient Deposits,” including all Shared Risk Receipts (as defined below);

Whereas, Shady Grove maintains a “Shared Risk Program” pursuant to which Shady Grove provides a warranty to a patient participating in such Shared Risk Program (a “Shared Risk Patient”) whereby such Shared Risk Patient may receive a refund of some portion of the Shared Risk Patient’s payment in advance for services (“Shared Risk Receipts”) if the Shared Risk Patient does not achieve a live birth, as specified in the Shared Risk Patient’s agreement with Shady Grove; and

Whereas, the parties wish to provide for certain amendments to the Agreement, to be effective upon the termination and replacement of the Third Amended and Restated Loan Agreement dated May 21, 2010, among IntegraMed, Bank of America, N.A., as administrative agent, Swing Line Lender and L/C Issuer and the lenders party thereto.

Now Therefore, in consideration of the mutual promises and covenants herein contained, and as contained in the Agreement, as amended, IntegraMed and Shady Grove agree as follows:

1.                  The Agreement is hereby amended to add a new Section 7.5, which shall read in its entirety as set forth on Annex I attached hereto.

2.                  Miscellaneous.

a.                   Certain Representations. Each party to this Amendment represents and warrants that this Amendment has been duly authorized by all necessary corporate action of such party, has been duly executed and delivered on behalf of each such party, and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. Each party represents and warrants that execution and delivery of this Amendment, and performance of this Amendment in accordance with its terms, does not violate, conflict with or constitute a breach or default (whether with notice, lapse of time, or both) under, any agreement to which such party is a party or by which such party or its assets is bound.

b.                  Successors and Assigns. This Amendment shall bind and inure to the benefit of the parties and their respective successors and assigns.

c.                   Entire Agreement. The Agreement, the Security Agreement and this Amendment contain the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements or understandings with respect hereto and thereto.

d.                  Counterparts; Facsimile. This Amendment may be executed in any number of counterparts (each of which may be transmitted via facsimile or by pdf), and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

e.                   Headings. The headings of the various sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.

f.                    Governing Law. This Amendment shall be governed by Section 12.7 of the Agreement.

IN WITNESS WHEREOF, the parties have signed this Amendment No. 10 as of the date first written above.

IntegraMed America, Inc.

Shady Grove Fertility Reproductive Science Center, P.C.

Annex I

New Section 7.5 of the Agreement

7.5. Treatment of Shared Risk Receipts.

7.5.1 PC has the exclusive obligation and liability under its Shared Risk Program (as defined below). In recognition of the foregoing, notwithstanding anything to the contrary in Section 7.2 or otherwise in this Agreement, the parties agree as set forth in this Section 7.5 with respect to Shared Risk Receipts (as defined below).

7.5.2. For purposes of this Agreement, the following terms have the following meanings:

7.5.3 Effective as of the BofA Effective Date: