SURROGATE PARENTING AGREEMENT

THIS AGREEMENT is made this 6th day of February, 1985, by and between MARY BETH WHITEHEAD, a married woman (herein referred to as “Surrogate”), RICHARD WHITEHEAD, her husband (herein referred to a “Husband”), and WILLIAM STERN, (herein referred to as “Natural Father”).

RECITALS

THIS AGREEMENT is made with reference to the following facts:

(1) WILLIAM STERN, Natural Father, is an individual over the age of eighteen (18) years who is desirous of entering into this Agreement.

(2) The sole purpose of this Agreement is to enable WILLIAM STERN and his infertile wife to have a child which is biologically related to WILLIAM STERN.

(3) MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband, are over the age of eighteen (18) years and desirous of entering into this Agreement in consideration of the following:

NOW THEREFORE, in consideration of the mutual promises contained Herein and the intentions of being legally bound hereby, the parties agree as follows:

1. MARY BETH WHITEHEAD, Surrogate, represents that she is capable of conceiving children. MARY BETH WHITEHEAD understands and agrees that in the best interest of the child, she will not form or attempt to form a parent-child relationship with any child or children she may conceive, carry to term and give birth to, pursuant to the provisions of this Agreement, and shall freely surrender custody to WILLIAM STERN, Natural Father, immediately upon birth of the child; and terminate all parental rights to said child pursuant to this Agreement.

2. MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband, have been married since 12/2/73, and RICHARD WHITEHEAD is in agreement with the purposes, intents and provisions of this Agreement and acknowledges that his wife, MARY BETH WHITEHEAD, Surrogate, shall be artificially inseminated pursuant to the provisions of this Agreement. RICHARD WHITEHEAD agrees that in the best interest of the child, he will not form or attempt to form a parent-child relationship with any child or children MARY BETH WHITEHEAD, Surrogate, may conceive by artificial insemination as described herein, and agrees to freely and readily surrender immediate custody of the child to WILLIAM STERN, Natural Father; and terminate his parental rights; RICHARD WHITEHEAD further acknowledges he will do all acts necessary to rebut the presumption of paternity of any offspring conceived and born pursuant to aforementioned agreement as provided by law, including blood testing and/or HLA testing.

3. WILLIAM STERN, Natural Father, does hereby enter into this written contractual Agreement with MARY BETH WHITEHEAD, Surrogate, where MARY BETH WHITEHEAD shall be artificially inseminated with the semen of WILLIAM STERN by a physician. MARY BETH WHITEHEAD, Surrogate, upon becoming pregnant, acknowledges that she will carry said embryo/fetus(s) until delivery. MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband, agree that they will cooperate with any background investigation into the Surrogate’s medical, family and personal history and warrants the information to be accurate to the best of their knowledge. MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband, agree to surrender custody of the child to WILLIAM STERN, Natural Father, immediately upon birth, acknowledging that it is the intent of this Agreement in the best interests of the child to do so; as well as institute and cooperate in proceedings to terminate their respective parental rights to said child, and sign any and all necessary affidavits, documents, and the like, in order to further the intent and purposes of this Agreement. It is understood by MARY BETH WHITEHEAD, and RICHARD WHITEHEAD, that the child to be conceived is being done so for the sole purpose of giving said child to WILLIAM STERN, its natural and biological father. MARY BETH WHITEHEAD and RICHARD WHITEHEAD agree to sign all necessary affidavits prior to and after the birth of the child and voluntarily participate in any paternity proceedings necessary to have WILLIAM STERN’S name entered on said child’s birth certificate as the natural or biological father.

4. That the consideration for this Agreement, which is compensation for services and expenses, and in no way is to be construed as a fee for termination of parental rights or a payment in exchange for a consent to surrender the child for adoption, in addition to other provisions contained herein, shall be as follows:

(A) $ 10,000 shall be paid to MARY BETH WHITEHEAD, Surrogate, upon surrender of custody to WILLIAM STERN, the natural and biological father of the child born pursuant to the provisions of this Agreement for surrogate services and expenses in carrying out her obligations under this Agreement;

(B) The consideration to be paid to MARY BETH WHITEHEAD, Surrogate, shall be deposited with the Infertility Center of New York (hereinafter ICNY), the representative of WILLIAM STERN, at the time of the signing of this Agreement, and held in escrow until completion of the duties and obligations of MARY BETH WHITEHEAD, Surrogate, (see Exhibit “A” for a copy of the Escrow Agreement), as herein described.

(C) WILLIAM STERN, Natural Father, shall pay the expenses incurred by MARY BETH WHITEHEAD, Surrogate, pursuant to her pregnancy, more specifically defined as follows:

(1) All medical, hospitalization, and pharmaceutical, laboratory and therapy expenses incurred as a result of MARY BETH WHITEHEAD’S pregnancy, not covered or allowed by her present health and major medical insurance, including all extraordinary medical expenses and all reasonable expenses for treatment of any emotional or mental conditions or problems related to said pregnancy, but in no case shall any such expenses be paid or reimbursed after a period of six (6) months have elapsed since the date of the termination of the pregnancy, and this Agreement specifically excludes any expenses for lost wages or other non-itemized incidentals (see Exhibit “B”) related to said pregnancy.

(2) WILLIAM STERN, Natural Father, shall not be responsible for any latent medical expenses occurring six (6) weeks subsequent to the birth of the child, unless the medical problem or abnormality incident thereto was known and treated by a physician prior to the expiration of said six (6) week period and in written notice of the same sent to ICNY, as representative of WILLIAM STERN by certified mail, return receipt requested, advising of this treatment.

(3) WILLIAM STERN, Natural Father, shall be responsible for the total costs of all paternity testing. Such paternity testing may, at the option of WILLIAM STERN, Natural Father, be required prior to release of the surrogate fee from escrow. In the event WILLIAM STERN, Natural Father, is conclusively determined not to be the biological father of the child as a result of an HLA test, this Agreement will be deemed breached and MARY BETH WHITEHEAD, Surrogate, shall not be entitled to any fee. WILLIAM STERN, Natural Father, shall be entitled to reimbursement of all medical and related expenses from MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband.

(4) MARY BETH WHITEHEAD’S reasonable travel expenses incurred at the request of WILLIAM STERN, pursuant to this Agreement.

5. MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband, understand and agree to assume all risks, including the risk of death, which are incidental to conception, pregnancy, childbirth, including but not limited to, postpartum complications. A copy of said possible risks and/or complications is attached hereto and made a part hereof (see Exhibit “C”).

6. MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband, hereby agree to undergo psychiatric evaluation by JOAN EINWOHNER, a psychiatrist as designated by WILLIAM STERN or an agent thereof. WILLIAM STERN shall pay for the cost of said psychiatric evaluation. MARY BETH WHITEHEAD and RICHARD WHITEHEAD shall sign, prior to their evaluations, a medical release permitting dissemination of the report prepared as a result of said psychiatric evaluations to ICNY or WILLIAM STERN and his wife.

7. MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband, hereby agree that it is the exclusive and sole right of WILLIAM STERN, Natural Father, to name said child.

8. “Child” as referred to in this Agreement shall include all children born simultaneously pursuant to the inseminations contemplated herein.

9. In the event of the death of WILLIAM STERN, prior or subsequent to the birth of said child, it is hereby understood and agreed by MARY BETH WHITEHEAD, Surrogate, and RICHARD WHITEHEAD, her husband, that the child will be placed in the custody of WILLIAM STERN’S wife.

10. In the event that the child is miscarried prior to the fifth (5th) month of pregnancy, no compensation, as enumerated in paragraph 4(A), shall be paid to MARY BETH WHITEHEAD, Surrogate. However, the expenses enumerated in paragraph 4(C) shall be paid or reimbursed to MARY BETH WHITEHEAD, Surrogate. In the event the child is miscarried, dies or is stillborn subsequent to the fourth (4th) month of pregnancy and said child does not survive, the Surrogate shall receive $ 1,000.00 in lieu of the compensation enumerated in paragraph 4(A). In the event of a miscarriage or stillbirth as described above, this Agreement shall terminate and neither MARY BETH WHITEHEAD, Surrogate, nor WILLIAM STERN, Natural Father, shall be under any further obligation under this Agreement.

11. MARY BETH WHITEHEAD, Surrogate, and WILLIAM STERN, Natural Father, shall have undergone complete physical and genetic evaluation, under the direction and supervision of a licensed physician, to determine whether the physical health and well-being of each is satisfactory. Said physical examination shall include testing for venereal diseases, specifically including but not limited to, syphilis, herpes and gonorrhea. Said venereal diseases testing shall be done prior to, but not limited to, each series of inseminations.

12. In the event that pregnancy has not occurred within a reasonable time, in the opinion of WILLIAM STERN, Natural Father, this Agreement shall terminate by written notice to MARY BETH WHITEHEAD, Surrogate, at the residence provided to the ICNY by the Surrogate, from ICNY, as representative of WILLIAM STERN, Natural Father.

13. MARY BETH WHITEHEAD, Surrogate, agrees that she will not abort the children conceived except, if in the professional medical opinion of the inseminating physician, such action is necessary for the physical health of MARY BETH WHITEHEAD or the child has been determined by said physician to be physiologically abnormal. MARY BETH WHITEHEAD further agrees, upon the request of said physician to undergo amniocentesis (see Exhibit “D”) or similar tests to detect genetic and congenital defects.   In the event said test reveals that the fetus is genetically or congenitally abnormal, MARY BETH WHITEHEAD, Surrogate, agrees to abort the fetus upon demand of WILLIAM STERN, Natural Father, in which event, the fee paid to the Surrogate will be in accordance to Paragraph 10. If MARY BETH WHITEHEAD refuses to abort the fetus upon demand of WILLIAM STERN, his obligations as stated in this Agreement shall cease forthwith, except as to obligation of paternity imposed by statute.

14. Despite the provisions of Paragraph 13, WILLIAM STERN, Natural Father, recognizes that some genetic and congenital abnormalities may not be detected by amniocentesis or other tests, and therefore, if proven to be the biological father of the child, assumes the legal responsibility for any child who may possess genetic or congenital abnormalities. (See Exhibits “E” and “F”).

15. MARY BETH WHITEHEAD, Surrogate, further agrees to adhere to all medical instructions given to her by the inseminating physician as well as her independent obstetrician. MARY BETH WHITEHEAD also agrees not to smoke cigarettes, drink alcoholic beverages, use illegal drugs, or take non-prescription medications or prescribed medications without written consent from her physician. MARY BETH WHITEHEAD agrees to follow a prenatal medical examination schedule to consist of no fewer visits then: one visit per month during the first seven (7) months of pregnancy, two visits (each to occur at two-week intervals) during the eighth and ninth month of pregnancy.

16. MARY BETH WHITEHEAD, Surrogate, agrees to cause RICHARD WHITEHEAD, her husband, to execute a refusal of consent form as annexed hereto as Exhibit “G”.

17. Each party acknowledges that he or she fully understands this Agreement and its legal effect, and that they are signing the same freely and voluntarily and that neither party has any reason to believe that the other(s) did not freely and voluntarily execute said Agreement.

18. In the event any of the provisions of this Agreement are deemed to be invalid or unenforceable, the same shall be deemed severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement. If such provision shall be deemed invalid due to its scope or breadth, then said provision shall be deemed valid to the extent of the scope or breadth permitted by law.

19. The original of this Agreement, upon execution, shall be retained by the Infertility Center of New York, with photocopies being distributed to MARY BETH WHITEHEAD, Surrogate and WILLIAM STERN, Natural Father, having the same legal effect as the original.

WILLIAM STERN, Natural Father

DATE 2/6/85

STATE OF NEW YORK

SS.:

COUNTY OF NEW YORK

On the 6th day of February, 1985, before me personally came WILLIAM STERN, known to me, and to me known, to be the individual described in the foregoing instrument and he acknowledged to me that he executed the same as his free and voluntary act.

NOTARY PUBLIC

 APPENDIX B

We have read the foregoing five pages of this Agreement, and it is our collective intention by affixing our signatures below, to enter into a binding legal obligation.

MARY BETH WHITEHEAD, Surrogate

DATE 1-30-85

RICHARD WHITEHEAD, Surrogate’s Husband

DATE 1-30-85

STATE OF NEW YORK

SS.:

COUNTY OF NEW YORK

On the 6th day of February, 1985, before as personally came MARY BETH WHITEHEAD, known to me, and to me known to be the individual described in the foregoing instrument and she acknowledged to me that she executed the same as her free and voluntary act.

NOTARY PUBLIC

STATE OF NEW YORK

SS.:

COUNTY OF NEW YORK

On the 6th day of February, 1985, before as personally came RICHARD WHITEHEAD, known to me, and to me known to be the individual described in the foregoing instrument and he acknowledged to me that he executed the same me his free and voluntary act.

NOTARY PUBLIC

AGREEMENT

THIS AGREEMENT is made this THIRD day of DECEMBER 1984, by and between WILLIAM STERN hereinafter referred to as Natural Father, and the Primary Research Associates of United States, Inc., d/b/a Infertility Center of New York, (hereinafter referred to as “ICNY”).

WHEREAS, Natural Father is desirous of taking part in the process of surrogate parenting wherein he will attempt to conceive a child by artificial insemination of a surrogate mother;

WHEREAS, ICNY is a corporation duly organized and existing under the laws of the State of New York for the purpose inter alia of engaging in research, developmental work and design in the areas of surrogate parenting, ovum transfer and in vitro fertilization with implantation in a surrogate; and additionally providing administrative and supportive services for the above; and

WHEREAS, Natural Father is desirous of contracting with ICNY for such services; and

WHEREAS ICNY is desirous of contracting with the Natural Father to provide such services;

NOW THEREFORE, in consideration of the mutual promises contained herein, and with the intentions of being legally bound hereby, the parties mutually agree as follows:

(1) Natural Father hereby contracts with ICNY for the services offered by ICNY and ICNY agrees to contract with the Natural Father to use its best efforts to assist the Natural Father in the selection of a “surrogate mother” as hereinafter defined, it being understood that the final selection of the “surrogate mother” is solely within the discretion of the Natural Father. In addition to assisting the Natural Father in the selection of a “surrogate mother”, ICNY shall also provide the services set forth in Exhibit “A” annexed hereto and made a part hereof and these services shall continue until the completion of the duties and obligations of surrogate or until such time as the Natural Father decides not to utilize ICNY’s services, provided that the Natural Father is not in breach of this Agreement.

(2) Natural Father agrees and understands that he must enter into an agreement with the selected surrogate mother whereby Natural Father agrees to the process of artificial insemination with the use of his semen for the purpose of impregnating the surrogate mother. Thereafter, the surrogate mother shall give birth to a child fathered by the Natural Father and voluntarily surrender custody of said child to the Natural Father.

(3) Natural Father hereby agrees to pay ICNY as compensation for the services provided by ICNY the sum of SEVEN THOUSAND FIVE HUNDRED DOLLARS ($ 7,500.00) incurred by ICNY on behalf of the Natural Father. The Natural Father understands and agrees that said sum is non-refundable. A partial list of costs and expenses is annexed hereto and made a part hereof as Exhibit “B”. ICNY shall on a periodic basis bill the Natural Father for the costs and expenses incurred on behalf of the Natural Father.

The Natural Father agrees that ICNY shall act as escrow agent for the fee to be paid by the Natural Father to the selected surrogate mother.

(4) The following list of definitions shall apply throughout this Agreement:

(a) “Child” is defined as all children born simultaneously as a result of the Insemination contemplated by this Agreement.

(b) “Natural Father” is defined as the individual over the age of eighteen (18) who has selected the surrogate mother and whose semen is used in the insemination contemplated herein resulting in the birth of the child.

(c) “Surrogate mother” is defined as a woman over the age of eighteen (18) selected by the Natural Father to be impregnated by the process of artificial insemination with woman of the Natural Father for the purpose of becoming pregnant and giving birth to a child and surrendering the child to the Natural Father.

(5) ICNY agrees to provide the services detailed in Exhibit “A”. Said services including the offering, at the option of the Natural Father, of legal representation of the Natural Father in his negotiations and agreement with the surrogate mother. The Natural Father understands and acknowledges that ICNY offers these legal services through the law firm retained by ICNY but, ICNY makes no representations or warranties with respect to matters of law or the legality of surrogate parenting and is not rendering legal services on providing legal advice. However, the Natural Father has the absolute right to seek legal counsel of his own selection in his negotiations and agreement with the selected surrogate mother or her representative. In the event the Natural Father utilizes the legal services of counsel other than the law firm retained by ICNY, all legal fees and cost shall be borne by the Natural Father and such fees and costs shall be in addition to the fees and costs set forth in Paragraph of this Agreement.

(6) Prior to signing this Agreement, each party has been given the opportunity to consult with an attorney of his own choice concerning the terms and legal significance of the Agreement, and the effect which it has upon any and all interests of the parties. Each party acknowledges that he fully understands the Agreement and its legal effect, and that he is signing the same freely and voluntarily and that neither party has any reason to believe that the other did not understand fully the terms and effects of this Agreement, or that he did not freely and voluntarily execute this Agreement.

(7) Natural Father warrants and represents the following to ICNY:

(a) That the Natural Father’s semen is of sufficient nature both quantitatively and qualitatively to impregnate the selected surrogate mother.

(b) That the Natural Father is medically free from disease or other hereditary medical problems which could cause injury, defect, or disease to the surrogate mother or child.

(c) That the Natural Father will not make or attempt to make directly or through a representative, a subsequent agreement with the selected surrogate mother or any other surrogates introduced to the Natural Father by ICNY before or at any time after the birth of his child. In the event of a further arrangement with the surrogate for a child is made, the Natural Father agrees to pay to ICNY a second fee in the amount specified in Paragraph 3 of this Agreement.

(8) Natural Father agrees that breach of any of his warranties and representations shall cause this Agreement to immediately terminate but in no way relieve the Natural Father from his obligations under this Agreement. Further, the Natural Father agrees that his warranties and representations shall survive the termination of this Agreement.

(9) Natural Father hereby acknowledges that ICNY makes no representations or warranties with respect to any agreement or understanding which may be reached, or have been reached, between himself and a prospective “surrogate mother.” Natural Father further acknowledges that the nature of any such agreement or understanding as well as all ramifications, obligations and enforcement matters relating thereto are subject which he must seek advice from his attorney.

(10) It is expressly understood that ICNY does not guarantee or warrant that the “surrogate mother” will in fact conceive a child fathered by Natural Father; nor does ICNY guarantee or warrant that if a child is conceived, it will be a healthy child, free from all defects; nor does ICNY guarantee or warrant the “surrogate mother” (and her husband, if applicable) will comply with the terms and provisions of the separate agreement entered into between herself and Natural Father including but not limited to, the “surrogate mother’s” refusal to surrender custody of the child upon birth.

(11) Natural Father hereby specifically releases ICNY and its officers, employees agents and representatives from any and all liability and responsibility of any nature whatsoever except willful and gross negligence, which may result from complications, breaches, damages, losses, claims, actions, liabilities, whether actual or asserted of any kind, and all other costs or detriments of any kind, in any way related to or arising from any agreement or understanding between himself and a “surrogate mother” located through the services of ICNY. Moreover, the Natural Father understands the relationship between ICNY and the relationship of the doctors used in connection with insemination, monitoring and any other medical or psychiatric procedure or treatment of the surrogate or of the child is that of an independent contractor and that there is no other relationship between the parties.

(12) This Agreement is binding on each party’s respective executors, heirs, assigns and successors.

(13) This Agreement has been drafted, negotiated and executed in New York, New York, and shall be governed by, continued and enforced in accordance with the laws of the State of New York.

(14) In the event any of the provisions of this Agreement are deemed to be invalid or unenforceable, the same shall be deemed severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement. If such provision(s) shall be deemed invalid due to its scope or breadth, then said provision(s) shall be deemed valid to the extent of the scope or breadth permitted by law.