AGREEMENT entered into October 1, 1997, by and between MPD Medical Associates (MA), P.C., a
Massachusetts professional service corporation, having a principal place of business at Deaconess-Waltham
Hospital, Hope Avenue, Waltham, Massachusetts 02254 [the "P.C."] and Patricia McShane, M.D., 124
Washington Street, Wellesley, Massachusetts, 02181 ["Physician"].
R E C I T A L S:
PC specializes in the practice of gynecology and the treatment of infertility, the utilization of in vitro fertilization
and assisted reproductive technology services (including but not limited to the treatment of human infertility,
gamete intra-fallopian tube transfer and zygote intra- fallopian transfers) and related andrology services [all of the
foregoing are referred to collectively herein as "Infertility Services"].
Physician is duly licensed to practice medicine in the Commonwealth of Massachusetts, specializes in the
provision of Infertility Services and has experience in infertility treatment including surgical skills required in the
course of providing Infertility Services.
PC has entered into an agreement with IntegraMed America, Inc., ["INMD"], pursuant to which INMD will
provide certain management and administrative services, and funding options, as are more fully described in the
agreement between PC and INMD dated October 1, 1997 ["INMD-PC Agreement"].
In order to further facilitate the provision of Infertility Services, PC desires to employ Physician and Physician
desires to accept such employment, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration set forth
herein, the parties agree as follows:
1. ENGAGEMENT. PC hereby employs Physician and Physician hereby accepts such employment to devote all
of Physician's professional time (including an equitable share of weekend "on call" hours), effort and ability to the
provision of Infertility Services under the terms a