AGREEMENT entered into January 9, 1998 by and between Fertility Centers of Illinois, S.C. an Illinois medical
corporation, with its principal place of business at 3000 North Halsted Street, Suite 509, Chicago, Illinois 60657
("FCI") and John J. Rapisarda, M.D., an Illinois resident, residing at 2714 Sheridan Road, Evanston, Illinois
R E C I T A L S:
FCI specializes in the treatment of human infertility, encompassing the provision of in vitro fertilization and other
assisted reproductive technology services such as gamete intra- fallopian tube transfer and zygote intra-fallopian
transfers, and related andrology services (all of the foregoing are referred to herein as "Infertility Services").
Physician is duly licensed to practice medicine in the State of Illinois, specializes in the provision of Infertility
Services and has experience in infertility treatment including surgical skills required in the course of providing
FCI has entered into an agreement with IntegraMed America, Inc., ("INMD"), pursuant to which INMD will
provide certain management and administrative services as are more fully described in the agreement, as
amended, between FCI and INMD dated February 28, 1997 ("INMD-FCI Agreement").
In order to further facilitate the provision of Infertility Services, FCI 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. FCI hereby employs Physician and Physician hereby accepts such employment to devote
all of Physician's professional time, effort and ability to the provision of Infertility Services under the terms and
conditions contained herein and as the parties may agree from time to time.
(a) Physician shall provide patient care and clinical backup as requir