Unassociated Document


    EXECUTION
      COPY

    


     

    
 

    ASSET
      CONTRIBUTION AND EXCHANGE AGREEMENT

    


    


    dated
      as of July 19, 2006

    


    


    by
      and among

    


    


    NOVAMED
      ACQUISITION COMPANY, INC.,

    


    


    NOVAMED
      OF LAREDO, INC.,

    


    


    CLEARVIEW
      SURGICAL INSTITUTE, LTD.,

    


    


    CLEARVIEW
      SURGICAL INSTITUTE MANAGEMENT LLC 

    


    


    AND

    


    


    MICHAEL
      A. HOCHMAN, M.D.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSET
      CONTRIBUTION AND EXCHANGE AGREEMENT

    


    


    This
      ASSET
      CONTRIBUTION AND EXCHANGE AGREEMENT
      (this
“Agreement”)
      is
      dated effective as of 12:01 a.m. on July 19, 2006 (the
      “Closing
      Date”),
      by
      and among NovaMed
      Acquisition Company, Inc., a Delaware corporation (“NovaMed”),
      NovaMed of Laredo, Inc., a Delaware corporation (“NovaMed
      Laredo,”
and
      together with NovaMed, “Buyer”),
      Clearview Surgical Institute, Ltd., a Texas limited
      partnership (“Clearview”),
      Clearview Surgical Institute Management LLC, a Texas limited liability company
      and the general partner of Clearview (“CSIM”),
      and
      Michael A. Hochman, M.D. (“Seller”).
      Clearview, CSIM and Seller shall sometimes be individually referred to herein
      as
      a “Selling
      Party”
and
      collectively as the “Selling
      Parties.”
      Certain capitalized terms have the meanings provided in Section
      13.1.

    


    RECITALS

    


    A. 
      Clearview is engaged in the business of owning and operating a licensed
      ambulatory surgery center located at 5313
      McPherson Road, Laredo, Texas 78041 (the
      “Business”).

    


    B. Pursuant
      to the terms hereof, prior to the date of Closing (as defined herein), Clearview
      will transfer substantially all of its assets, and certain liabilities described
      herein, to a newly formed Delaware limited partnership, NovaMed Surgery Center
      of Laredo, LP (the “New
      LP”)
      in
      exchange for ninety-nine percent (99%) of the partnership interests in the
      New
      LP, as a limited partner, and CSIM contributing assets into New LP in exchange
      for one percent (1%) of the partnership interests in the New LP, as the general
      partner (hereinafter defined as the New LP Asset Transfer). All such partnership
      interests in the New LP, both general and limited, shall be collectively
      referred to herein as the “Partnership
      Interests”).
      

    


    C. Clearview
      will then distribute its ninety-nine percent (99%) Partnership Interests in
      New
      LP as a limited partner to its individual partners, Seller and Jose
      Garcia-Davalos, M.D. (“Davalos”),
      as
      provided below in a non-liquidation distribution (the “Distribution
      Transactions”).
      Following the New LP Asset Transfer and the Distribution Transactions, the
      New
      LP Partnership Interests shall be held as follows: (i) CSIM shall own a one
      percent (1%) Partnership Interest in New LP as the general partner; (ii) Davalos
      shall own a four and ninety-five one hundredths of one percent (4.95%)
      Partnership Interest in New LP as a limited partner; and (iii) Seller shall
      own
      a ninety-four and five one hundredths of one percent (94.05%) Partnership
      Interest in New LP as a limited partner. 

    


    D. Following
      the consummation of the New LP Asset Transfer and the Distribution Transactions,
      (i) Seller desires to transfer to NovaMed, and NovaMed desires to acquire from
      Seller, fifty-nine percent and five one hundredths of one percent (59.05%)
      of
      the New LP’s Partnership Interests as a limited partner in exchange for the LP
      Purchase Price (as defined herein), and (ii) CSIM desires to transfer to NovaMed
      Laredo, and NovaMed Laredo desires to acquire from CSIM, CSIM’s one percent (1%)
      Partnership Interest as general partner in exchange for the GP Purchase Price
      (as defined herein), all on the terms and conditions hereinafter set forth.
      

    


    E. Contemporaneous
      with the Closing, Seller shall contribute his remaining thirty-five percent
      (35%) Partnership Interests in the New LP into Michael A. Hochman Family Limited
      Partnership, a Texas family limited partnership (the “Family
      Limited Partnership”),
      of
      which Seller controls the general partner and is also a limited partner (the
      “FLP
      Contribution”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    F. Contemporaneous
      with the purchase of a collective sixty and five one hundredths of one percent
      (60.05%) Partnership Interest from the Selling Parties, NovaMed shall also
      be
      acquiring a ninety-five one hundredths of one percent (0.95%) Partnership
      Interest from Davalos (the “Davalos
      Purchase Transaction”).

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants of the parties as hereinafter set forth
      and other good and valuable consideration, the receipt and sufficiency of which
      hereby are acknowledged, the parties hereto hereby agree as
      follows:

    


    ARTICLE
      I.

     CONTRIBUTION
      OF ASSETS
      TO NEW LP AND OTHER
      PRE-CLOSING COVENANTS

    


    1.1. Formation
      of the New LP.
      Prior
      to the Closing, the New LP shall be: (a) formed pursuant to the Certificate
      of
      Limited Partnership in the form attached hereto as Exhibit
      1.1,
      and (b)
      qualified to conduct business in the State of Texas. 

    


    1.2. Transfer
      of Assets to New LP. Prior
      to
      or contemporaneously with the Closing, and as a condition precedent to the
      transactions contemplated herein (collectively, the “New
      LP Asset Transfer”):
      (i)
      Clearview will transfer to New LP substantially all of the Assets (as
      hereinafter defined), free and clear of all Liens, in exchange for its
      ninety-nine percent (99%) Partnership Interest as a limited partner, and (ii)
      CSIM will transfer to New LP the remaining Assets, free and clear of all Liens,
      in exchange for its one percent (1%) Partnership Interest as a general partner.
      The New LP Asset Transfer shall be evidenced by a Contribution Agreement which
      shall effectively vest the New LP with full, complete and marketable right,
      title and interest in and to the Assets, in the form attached hereto as
Exhibit
      1.2 (the
      “Contribution
      Agreement”).
      As of
      the Closing, the assets
      contributed into the New LP as set forth herein will consist of all of the
      assets and property necessary to conduct the Business (the “Assets”),
      including, without limitation, the following (except to the extent that any
      of
      the following are designated as Excluded Assets in Section
      1.3
      below):

    


    (a) all
      inventory and supplies with respect to the Business (collectively, the
“Inventory”),
      including all rights to that portion of the Inventory on consignment as
      designated on Schedule
      1.2(a);

    


    (b) all
      of
      the tangible and intangible personal property with respect to the Business,
      including, without limitation, the machinery, equipment, fixtures, phone
      numbers, computer hardware and software that are listed on Schedule
      1.2(b)
      (collectively, the “Personal
      Property”);

    


    (c) all
      prepaid expenses relating to the Business set forth on Schedule
      1.2(c);

    


    (d) all
      contract rights with respect to those Material Contracts (as defined herein)
      identified as Assumed Contracts on Schedule
      4.9
      (collectively, the “Assumed
      Contracts”),
      purchase orders, licenses and leases pertaining to the Business, including
      all
      leasehold improvements, rights under any restrictive covenants accruing to
      the
      benefit of the Business and any provider agreements relating to the operation
      of
      the Business;

    


    (e) all
      names
      and tradenames of Clearview and the Business, including, without limitation,
      “Clearview Surgical Institute” and all derivations thereof;

    


    (f) all
      records, files and papers primarily pertaining to the Business, including
      general business records, accounting records and Medical Records;

    


    
      
        
        

      

      
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    (g) all
      Permits, licenses and certificates of need relating to the operation of the
      Business;

    


    (h) all
      causes of action, claims, warranties, guarantees, refunds, rights of recovery
      and set-off of every kind and character, relating primarily to the Assets or
      the
      Business;

    


    (i) all
      casualty insurance and warranty proceeds of Clearview received after the Closing
      Date with respect to damage to, nonconformance of, or loss to, the
      Assets;

    


    (j) to
      the
      extent permitted by law, all accounts receivable or other rights to receive
      payment owing to Clearview (the “Accounts
      Receivable”);
      and

    


    (k) all
      of
      the goodwill of and associated with the Business.

    


    To
      the
      extent any personal property, inventory, supplies, equipment and contracts
      owned
      by any Selling Parties’ respective Affiliates (including, without limitation,
      Avery Holdings, Ltd. (“AHL”))
      are
      primarily used in, or are necessary for the continued conduct of the Business,
      and would otherwise be deemed Assets, then such Selling Party or such Affiliate
      (including, without limitation, AHL) will cause such party to transfer such
      assets and property to Clearview for contribution to the New LP, free and clear
      of all Liens, prior to the Closing Date. In this regard, the Selling Parties
      agree to cause AHL to transfer all such personal property, inventory, supplies,
      equipment and contracts to Clearview prior to the New LP Asset Transfer such
      that such Assets are owned by New LP as of the Closing Date, free and clear
      of
      all Liens. 

    


    1.3. -Excluded
      Assets.
      Notwithstanding anything to the contrary contained herein, the Assets do not
      include the following (collectively, the “Excluded
      Assets”):

    


    (a) the
      Selling Parties’ rights under this Agreement, including the consideration paid
      to Seller pursuant to this Agreement;

    


    (b) the
      tax
      records relating to the Business;

    


    (c) Employee
      Benefit Plans relating to the employees of the Business and any and all rights
      therein or in the assets thereof;

    


    (e) all
      contracts not identified as Assumed Contracts on Schedule
      4.9;
      

    


    (f) all
      cash-on-hand and cash equivalents as of the Closing Date;

    


    (g) all
      personal effects of Seller not used in connection with the operation of the
      Business as specified in Schedule
      1.3(g);
      and


    


    (h) the
      retinal laser and related ancillary equipment as described on Schedule
      1.3(h).

    


    
      
        
        

      

      
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    1.4. -Excluded
      Liabilities.
      Notwithstanding anything to the contrary contained in this Agreement or in
      any
      Transaction Document, and regardless of whether such liability is disclosed
      in
      this Agreement, in any of the Transaction Documents or on any Schedule or
      Exhibit hereto or thereto, the New LP will not assume, agree to pay, perform
      and
      discharge or in any way be responsible for any debts, liabilities or obligations
      of the Business, the Selling Parties or any of their respective Affiliates
      of
      any kind or nature whatsoever, arising out of, relating to, resulting from,
      or
      caused by any transaction, status, event, condition, occurrence or situation
      relating to, arising out of or in connection with the Business, the Assets
      or
      the Selling Parties, arising or occurring on or prior to the Closing Date,
      including, without limitation, any liabilities or obligations relating to or
      arising from the Excluded Assets (the “Excluded
      Liabilities”).
      Notwithstanding the foregoing, Clearview will contribute into New LP, and New
      LP
      will assume and thereafter pay and fully satisfy when due, all liabilities
      and
      obligations: (a) which arose prior to the New LP Asset Transfer and represent
      normal and current trade payables incurred by Clearview in connection with
      the
      operation of the Business in the ordinary course of business, consistent with
      past custom and practice, and are specifically set forth on Schedule
      1.4(a)
      (“Accounts
      Payable”);
      (b)
      the other accrued liabilities of Clearview (including, but not limited to,
      the
      personal property or real estate taxes, associated with the Real Property Lease
      for the Facility for the period from January 1, 2006 through the date of
      Closing), all of which have been incurred in the ordinary course of business,
      consistent with past custom and practice (including, without limitation, accrued
      but unpaid paid time off for the Continuing Employees), which do not
      collectively exceed, together with the aggregate amount of the Accounts Payable,
      One Hundred Thousand and No/Dollars ($100,000) (“Accrued
      Liabilities”);
      and
      (c) first arising after the New LP Asset Transfer under any Assumed Contract
      (except for any liability or obligation arising from any breach or failure
      to
      perform under any of the foregoing prior to the Closing Date) (all such
      liabilities and obligations to be so contributed into, and assumed by, the
      New
      LP being collectively referred to herein as the “New
      LP Assumed Liabilities”). 

    


    1.5 Satisfaction
      of Liabilities.
      Excluding the New LP Assumed Liabilities, the Selling Parties agree to satisfy
      all liabilities of Clearview relating to the Business prior to the New LP Asset
      Transfer or as soon as is reasonably practicable thereafter,
      which
      liabilities include, without limitation:

    


    (a) all
      payroll expense and other compensation due and owing Seller’s employees for the
      period preceding the Closing Date; and

    


    (b) all
      Taxes, including payroll taxes, sales taxes and income taxes accrued up to
      the
      New LP Asset Transfer. 

    


    1.6 Distribution
      Transaction.
      The
      Distribution Transactions shall have been consummated on or prior to the Closing
      Date in accordance with the Distribution Agreement in the form attached hereto
      as Exhibit
      1.6
      (the
“Clearview
      Distribution Agreement”).

    


    1.7 FLP
      Contribution.
      The FLP
      Contribution shall be consummated contemporaneously with the Closing in
      accordance with the FLP Contribution Agreement in the form attached hereto
      as
Exhibit
      1.7
      (the
“FLP
      Contribution Agreement”).

    


    1.8 Davalos
      Consent.
      As a
      partner in Clearview, Davalos shall have consented in writing to each of the
      New
      LP Asset Transfer, Clearview Distribution Agreement and FLP Contribution
      Agreement (collectively, the “Davalos
      Consents”).

    


    ARTICLE
      II.

     SALE
      OF CLEARVIEW INTERESTS TO NOVAMED
      AND NOVAMED LAREDO

    


    2.1 Sale
      of Limited Partnership Interests.
      The
      Partnership Interests held by Seller are as a limited partner of New LP. In
      reliance upon the representations and warranties of NovaMed contained herein,
      and on the terms and conditions hereinafter set forth, Seller hereby agrees
      to
      sell, assign, transfer, convey and deliver to NovaMed at the Closing, free
      and
      clear of all Liens, all of Seller’s right, title and interest in and to
      fifty-nine percent and five one hundredths of one percent (59.05%) of the New
      LP’s issued and outstanding Partnership Interests (the “Transferred
      LP Interests”).
      In
      reliance upon the representations and warranties of the Selling Parties
      contained herein, and on the terms and conditions hereinafter set forth, NovaMed
      hereby agrees to purchase the Transferred LP Interests from Seller for the
      LP
      Purchase Price set forth in Section
      3.1
      hereof.


    


    
      
        
        

      

      
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    2.2 Sale
      of General Partnership Interests.
      The
      Partnership Interests held by CSIM are as a general partner of New LP. In
      reliance on the representations and warranties of NovaMed Laredo contained
      herein, and on the terms and conditions hereinafter set forth, CSIM hereby
      agrees to sell, assign, transfer, convey and deliver to NovaMed Laredo at the
      Closing, free and clear of all Liens, all of its right, title and interest
      in
      and to one percent (1%) of the New LP’s issued and outstanding Partnership
      Interests (the “Transferred
      GP Interests,” and
      together with the Transferred LP Interests, the “Transferred
      Interests”).
      In
      reliance upon the representations and warranties of the Selling
      Parties contained
      herein, and on the terms and conditions hereinafter set forth, NovaMed hereby
      agrees to purchase the Transferred GP Interests from CSIM for the GP Purchase
      Price set forth in Section
      3.1
      hereof.

    


    2.3 Ownership
      of New LP following Transactions.
      As a
      result of the sales described in this Article
      II and
      following the consummation of the Davalos Purchase Transaction and the FLP
      Contribution: (a) NovaMed will own sixty percent (60%) percent of the
      Partnership Interests in the New LP, as a limited partner; (b) the Family
      Limited Partnership will own thirty-five percent (35%) of the Partnership
      Interests, as a limited partner; (c) Davalos will own four percent (4%) of
      the
      Partnership Interests, as a limited partner; and (d) NovaMed Laredo will own
      one
      percent (1%) of the Partnership Interests, as the general partner of the New
      LP.


    


    ARTICLE
      III.

     CONSIDERATION
      AND MANNER OF PAYMENT

    


    3.1. -Purchase
      Price.
      The
      aggregate purchase price for the Transferred LP Interests (the “LP
      Purchase Price”)
      shall
      be Eight Million Eight Hundred Fifty Seven Thousand Five Hundred and No/Dollars
      ($8,857,500), and the aggregate purchase price for Transferred GP Interests
      shall be One Hundred Fifty Thousand and No/100 Dollars ($150,000) (the
“GP
      Purchase Price,” and
      together with the LP Purchase Price, the “Purchase
      Price”).
      

    


    3.2. -Payment
      of Purchase Price.
      At the
      Closing: (a) NovaMed will pay to Seller an amount equal to the LP Purchase
      Price; and (b) NovaMed Laredo will pay to CSIM an amount equal to the GP
      Purchase Price, all by wire transfer of immediately available funds to Seller
      and CSIM’s respective designated bank accounts, according to the wire transfer
      instructions attached as Exhibit
      3.2.
      

    


    ARTICLE
      IV.

     SELLING
      PARTIES’ REPRESENTATIONS AND WARRANTIES

    


    Each
      of
      the Selling Parties hereby
      represents and warrants, jointly and severally, to Buyer as of the Closing
      Date,
      as follows

    


    4.1. Organization,
      Good Standing and Authority.
      Clearview is a limited partnership duly organized, validly existing and in
      good
      standing under Texas law.
      CSIM is
      a limited liability company duly organized validly existing and in good standing
      under Texas law. Each Selling Party has full capacity, power, right and
      authority to enter into and perform their respective obligations under this
      Agreement and each of the Transaction Documents to which each of them is a
      party. This Agreement and each of the Transaction Documents to which each
      Selling Party is a party have been duly executed and delivered by each Selling
      Party, and constitute the valid and binding obligations of each Selling Party,
      enforceable against them in accordance with their respective terms, except
      as
      the same may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting the rights of creditors generally
      and
      the availability of equitable remedies. 

    


    
      
        
        

      

      
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    4.2. Assets.
      Clearview has full power and authority to carry on the Business as it is now
      being conducted and to own and hold under lease the properties and assets it
      now
      owns or holds under lease. The Assets constitute all tangible or intangible
      property, rights and assets necessary for the conduct of the Business as
      conducted during the twelve (12) months preceding the Closing Date and, to
      the
      knowledge of any Selling Party, there is no need to acquire or replace any
      material assets. Clearview has good and marketable title to the Assets, in
      each
      case free and clear of any and all Liens. Upon the consummation of the
      transactions contemplated by this Agreement, Clearview will have conveyed,
      and
      the New LP will be vested with, good and marketable title to the Assets, free
      and clear of all Liens. All of the Assets that are personal property are in
      operable condition and repair and none of such property requires any repair
      or
      replacement except for maintenance in the ordinary course of business. Except
      as
      set forth on Schedule
      4.2,
      none of
      the Assets are held under any lease, security agreement, conditional sales
      contract or other title retention or security agreement or is located other
      than
      at the Facility. 

    


    4.3. Approvals.
      Except
      as set forth on Schedule
      4.3,
      no
      consent, approval, order or authorization of, or registration, declaration,
      notice or filing with, any national, state, provincial, local, governmental,
      judicial, public, quasi-public or administrative authority or agency
      (collectively, “Governmental
      Authority”)
      or
      other Person is required to be made or obtained by any Selling Party in
      connection with the authorization, execution, delivery and performance of this
      Agreement or any other Transaction Document, or the consummation of the
      transactions contemplated hereby or thereby.

    


    4.4. Partnership
      Interests.
      

    


    (a) Transferred
      LP Interests.
      Prior
      to the Closing Date, Seller will be the only record and beneficial holder of
      the
      Transferred LP Interests. Seller has good and marketable title to the
      Transferred LP Interests free and clear of all Liens, and has full right, power
      and authority to transfer the Transferred LP Interests to NovaMed as provided
      herein, without obtaining the consent of any third party (other than the general
      partner of the New LP, pursuant to and in accordance with the terms of the
      Partnership Agreement (as hereinafter defined)). Upon the consummation of the
      transactions contemplated herein, Seller shall have transferred good and
      marketable title to the Transferred LP Interests to NovaMed free and clear
      of
      all Liens. Immediately prior to Closing, Seller, CSIM and Davalos will own
      one
      hundred percent (100%) of the equity interests of Clearview.

    


    (b) Transferred
      GP Interests.
      Prior
      to the Closing Date, CSIM will be the only record and beneficial holder of
      the
      Transferred GP Interests. CSIM has good and marketable title to the Transferred
      GP Interests free and clear of all Liens, and has full right, power and
      authority to transfer the Transferred GP Interests to NovaMed Laredo as provided
      herein, without obtaining the consent of any third party (other than the general
      partner of the New LP, pursuant to and in accordance with the terms of the
      Partnership Agreement). Upon the consummation of the transactions contemplated
      herein, CSIM shall have transferred good and marketable title to the Transferred
      GP Interests to NovaMed Laredo free and clear of all Liens.

    


    4.5. Financial
      Statements.
      Clearview has previously delivered to Buyer unaudited financial statements
      of
      Clearview for the years ending
      December
      31, 2003, December 31, 2004 and December 31, 2005, consisting of an income
      statement and balance sheet, and the profit and loss statements for the months
      ended January 31, 2006, February 28, 2006, March 31, 2006 and April 30,
      2006
      (collectively, the “Financial
      Statements”).
      Except as set forth on Schedule
      4.5,
      each of
      the Financial Statements: (a) has
      been
      prepared in accordance with the cash-basis method of accounting; (b) is true,
      complete and correct in all material respects as of the respective dates and
      for
      the respective periods above stated; (c) fairly presents in all material
      respects the financial position of Clearview at such dates and the results
      of
      its operations for the periods ended on such dates; and (d) is consistent with
      Clearview’s books and records.

    


    
      
        
        

      

      
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    4.6. -Absence
      of Undisclosed Liabilities.
      None of
      the Selling Parties, with respect to the Business, has any material debts,
      liabilities or obligations of any nature (whether accrued, absolute, contingent,
      direct, indirect, perfected, inchoate, unliquidated or otherwise and whether
      due
      or to become
      due) arising out of transactions entered into at or prior to the Closing, or
      any
      transaction, series of transactions, action or inaction at or prior to the
      Closing, or any state of facts or condition
      existing at or prior to the Closing (regardless of when such liability or
      obligation is asserted),
      including, but in no way limited to, guarantees, liabilities or obligations
      on
      account of Taxes or governmental charges or penalties, interest or fines thereon
      or in respect thereof, except: (a) to the extent specifically reflected and
      accrued for or reserved against in the Financial Statements, or (b) for
      liabilities specifically delineated on Schedule
      4.6.

    


    4.7. Inventory.
      All of
      the Inventory is usable in the ordinary course of business, is fully paid for
      and, except as described on Schedule
      1.2(a),
      is not
      subject to consignment or conditional sales arrangements and no material portion
      of the Inventory is obsolete or damaged.

    


    4.8. Taxes.
      Clearview and Seller have filed all Tax Returns on
      a
      timely basis that it is required to have filed in connection with the operation
      of the Business, and such returns are true, complete and correct. Clearview
      and Seller have paid all Taxes, interest and penalties, if any, reflected on
      such Tax Returns or otherwise due and payable by them. Any deficiencies proposed
      as a result of any governmental audits of such Tax Returns have been paid or
      settled, and there are no present disputes as to Taxes payable by Clearview
      in
      connection with the operation of the Business. With respect to all amounts
      of
      Taxes imposed on Clearview for which Clearview is or could be liable, whether
      to
      taxing authorities (as, for example, under the law) or to other Persons, with
      respect to all
      taxable periods or portions of periods ending on or before the Closing Date,
      all
      applicable Tax laws and agreements have been fully complied with, and all such
      amounts required to be paid by Clearview to taxing authorities or others on
      or
      before the Closing Date have been paid, or have been fully accrued for or fully
      reserved against on the Financial Statements. No issues have been raised and
      are
      currently pending by any taxing authority in connection with any of the Tax
      Returns. No waivers of statutes of limitations with respect to the Tax Returns
      have been given by or requested from CSIM, Seller or Clearview. There are no
      Liens for Taxes (other than current taxes not yet due and payable) upon any
      asset of Clearview. Clearview is not a party to any Tax-indemnity, Tax-sharing,
      Tax allocation or other similar agreements or arrangements.

    


    4.9. Material
      Contracts.
      Schedule
      4.9
      is a
      correct and complete list of every material written contract, agreement,
      relationship or commitment, every material oral contract, commitment, agreement
      or relationship, to which any Selling Party is a party or by which any Selling
      Party is bound, as they relate to the Business (the “Material
      Contracts”),
      correct and complete copies of which previously have been furnished to Buyer.
      Except as set forth on Schedule
      4.9,
      no
      Selling Party is in default, and no event has occurred which with the giving
      of
      notice or the passage of time or both would constitute a default by such party,
      under any Material Contract or any
      other
      obligation owed by a Selling Party, and, to the knowledge of any Selling Party,
      no event has occurred which with the giving of notice or the passage of time
      or
      both would constitute such a default by any party to any such Material Contract
      or obligation.

    


    4.10. Real
      Property.
      As it
      relates to the Business, Clearview does not own any real property. Clearview
      has
      a valid leasehold interest in the real property which it holds
      under
      the lease described in Schedule
      4.10
      (collectively, the “Leased
      Real Property”),
      free
      and clear of all Liens, except for Liens for current property taxes not yet
      due
      and payable. The Leased Real Property constitutes all real properties used
      or
      occupied by Clearview in connection with the Business or reflected on the
      Financial Statements.
      Upon
      execution of the Lease Agreement (as hereinafter defined), the New LP will
      have
      a valid leasehold interest in the Leased Real Property, which leasehold interest
      will be free and clear of all Liens, except for Liens created by the New LP.
      With respect to the Leased Real Property: (a) Clearview has all easements
      and rights necessary to conduct the Business; (b) no portion thereof is subject
      to any pending or, to the knowledge of any Selling Party, threatened
      condemnation proceeding or proceeding by any public
      authority; (c) the buildings, plants and structures, including
      heating, ventilation
      and air conditioning systems, roof, foundation and floors, are in good operating
      condition and repair, subject only to ordinary wear and tear, and are not in
      violation of any zoning or other Rules; (d) there are no leases, subleases,
      licenses, concessions or other agreements, written or oral, granting to any
      party or parties the right of use or occupancy of any portion of any parcel
      of Leased
      Real Property; and (e) the Leased Real Property is supplied with utilities
      and
      other services necessary for the operation of such facilities.

    


    
      
        
        

      

      
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    4.11. -Litigation.
      Except
      as set forth on Schedule
      4.11,
      there
      are no claims, counterclaims, actions, suits, orders, proceedings (arbitration,
      mediation or otherwise), investigations or judgments pending or, to the
      knowledge of any Selling Party, threatened against or involving Clearview,
      the
      Business or, with respect to the Business, any other Selling Party, or relating
      to the transactions contemplated hereby, at law or in equity, in any court
      or
      agency, or before or by any Governmental Authority, nor, to the knowledge of
      any
      Selling Party, are there any facts, conditions or incidents that could be
      reasonably expected to result in any such actions, suits, proceedings
      (arbitration, mediation or otherwise) or investigations or
      judgments.
      Except
      as set forth on Schedule
      4.11,
      no
      Selling Party is subject to any judgment, order or decree of any court or
      Governmental Authority.
      None of
      the matters set forth on Schedule
      4.11
      could
      result in any Material Adverse Effect on Seller, the Assets, the Business or
      New
      LP.

    


    4.12. -Compliance
      with Applicable Laws; Permits.
      

    


    (a) Each
      of
      the Selling Parties, in their conduct of the Business, has complied with
      applicable federal, state and local laws and the rules and regulations of all
      Governmental Authorities having authority over them, including, without
      limitation, agencies concerned with occupational safety, environmental
      protection, employment practices, Fraud and Abuse Laws and Medicare and
      Medicaid
      requirements applicable to the Selling Parties’ billing procedures (except
      denials of claims in the ordinary course of business). No Selling Party has
      received any notice of Clearview’s violation of any such rules or regulations,
      whether corrected or not, within the last five (5) years. Clearview is eligible
      to receive payment under Titles XVIII and XIX of the Social Security
      Act.
      Clearview has timely and accurately filed all requisite reports, returns, data,
      and other information required by all Governmental Authorities which control,
      directly or indirectly, any of Clearview’s activities to be filed with any
      commissions, boards, bureaus, and agencies and has paid all sums heretofore
      due
      with respect to such reports and returns. No such report or return has been
      inaccurate, incomplete or misleading. Clearview has timely and accurately filed
      all requisite reimbursable claims and other reports required to be filed or
      otherwise filed in connection with all state and federal Medicare and Medicaid
      programs in which Clearview participates that are due on or before the Closing
      Date or which relate to services provided on or before the Closing Date, and
      Clearview has not billed for any services that were not provided at the
      Facility. There are no claims pending, threatened or scheduled before any
      authority, including, without limitation, any intermediary, carrier, or other
      state or federal agency with respect to any Medicare and Medicaid claim filed
      by
      Clearview on or before the Closing Date, or program compliance matters. Except
      for routinely scheduled Medicare and Medicaid program participation and
      certification surveys pursuant to Clearview’s Medicare and Medicaid contracts
      and filings, no valid program integrity review related to Clearview has been
      conducted by any authority in connection with the Medicare or Medicaid programs
      and no such review is scheduled, pending, or to any Selling Party’s knowledge,
      threatened against or affecting Clearview, the Business, the Facility, or the
      consummation of the transactions contemplated hereby.

    


    (b) Clearview
      holds all the permits, licenses, certificates of need and other approvals of
      Governmental Authorities necessary or material for the current conduct,
      ownership, use, occupancy and operation of the Business and the Leased Real
      Property, including, without limitation, those identified on Schedule
      4.12(b)
      (“Permits”).
      Clearview is in compliance with such Permits, all of which are in full force
      and
      effect, and Clearview has not received any notices (written or oral) to the
      contrary. All of the Permits are in good standing, and to the knowledge of
      any
      Selling Party, no suspension, cancellation or adverse action is threatened
      against the Permits, and there is no basis for believing that any Permits will
      not be renewed upon expiration.

    


    
      
        
        

      

      
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    (c) The
      Selling Parties are not in violation of any applicable Fraud and Abuse Laws
      including, without limitation, 18 U.S.C. §201 (bribery of public officials); 18
      U.S.C. §286 (conspiracy to defraud government with respect to claims); 18 U.S.C.
§287 (false, fictitious or fraudulent claims); 18 U.S.C. §371 (conspiracy to
      commit offense or to defraud the government); 18 U.S.C. §666 (theft or bribery
      concerning programs receiving federal funds); 42 U.S.C. §1320a-7a (civil
      monetary penalties); 42 U.S.C. §1320a-7b (criminal penalties); and 42 U.S.C.
§1395nn (prohibited referrals), each as they may be amended or renumbered from
      time to time.

    


    4.13. -Transaction
      Not a Breach.
      The
      execution, delivery and performance by the Selling Parties of this Agreement
      and
      the Transaction Documents will not:

    


    (a) Result
      in
      a breach of any of the terms or conditions of, or constitute a default under,
      or
      in any manner release any party thereto from any obligation under any mortgage,
      note, bond, indenture, contract, agreement, license or other instrument or
      obligation of any kind or nature by which a Selling Party or the Business may
      be
      bound or affected;

    


    (b) Violate
      or conflict with any order, writ or injunction of any court, administrative
      agency or Governmental Authority to which a Selling Party is subject;


    


    (c) Constitute
      an event which would permit any party to terminate any agreement or accelerate
      the maturity of any indebtedness or other obligation;

    


    (d) Violate
      any provision of the organizational documents of any Selling Party;

    


    (e) Result
      in
      the creation or imposition of any Lien upon any property of Clearview or the
      Assets; or

    


    (f) Require
      any authorization, consent, approval, exemption or other action by or notice
      to
      any court, Governmental Authority or any other Person.

    


    4.14. -Conduct
      of Business.
      Since
      the Review Date, Clearview has conducted the Business in the ordinary course
      of
      business, consistent with past custom and practice, and has incurred no material
      liabilities other than in the ordinary course of business, consistent with
      past
      custom and practice, and there has been no Material Adverse Effect on the
      assets, financial condition, operating results, employee or patient relations,
      business activities or business prospects of Clearview or the Business. Without
      limitation of the foregoing, since the Review Date, Clearview has not, except
      in
      the ordinary course of business, consistent with past custom and practice,
      or as
      otherwise set forth on Schedule
      4.14:

    


    (a) Incurred
      any obligation or liability, absolute, accrued, contingent or otherwise, whether
      due or to become due, whether individually or in the aggregate, that has had
      or
      could be reasonably expected to result in a Material Adverse
      Effect;

    


    (b) Pledged
      or subjected any of its assets to any Lien or restriction;

    


    
      
        
        

      

      
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    (c) Voluntarily
      or involuntarily sold, transferred, abandoned, surrendered, leased or otherwise
      disposed of any of its assets material to the operation of
      Clearview;

    


    (d) Canceled
      or compromised any material debt or claim, or waived or released any right
      of
      substantial value;

    


    (e) Received
      any notice of termination of any contract, lease or other agreement, or suffered
      any damage, destruction or loss that, individually or in the aggregate, has
      had
      or could be reasonably expected to result in a Material Adverse
      Effect;

    


    (f) Instituted,
      settled or agreed to settle any litigation, action, proceeding or arbitration;
      

    


    (g) Made
      a
      material purchase commitment other than in the ordinary course of business,
      consistent with past custom and practice;

    


    (h) Modified
      the timing, course of conduct or other cash management activities with respect
      to the collection of accounts receivable of the Business;

    


    (i) Failed
      to
      pay any accounts or notes payable or any other obligations consistent with
      past
      practices, except for bona fide disputes arising in the ordinary course of
      business;

    


    (j) Entered
      into any material transaction, contract or commitment other than in the ordinary
      course of business, consistent with past custom and practice, other than the
      transactions contemplated by the Transaction Documents;

    


    (k) Suffered
      any event or events, whether individually or in the aggregate, that has had
      or
      could be reasonably expected to result in a Material Adverse Effect;
      or

    


    (l) Issued
      any equity interests or entered into any agreement or understanding to do
      so.

    


    4.15. Health,
      Safety and Environment.
      Clearview has never generated, transported, treated, stored, disposed of or
      otherwise handled any Hazardous Materials at any site, location or facility
      in
      connection with its business or any of its assets in violation of any applicable
      Environmental and Safety Requirements (as hereinafter defined). Clearview:
      (a)
      is in material compliance with all applicable federal, state and local laws,
      rules, regulations, ordinances and requirements relating to public health and
      safety, worker health and safety and pollution and protection of the
      environment, all as amended or hereafter amended (“Environmental
      and Safety Requirements”),
      and
      (b) possesses all required permits, licenses, certifications and approvals
      and
      has filed all notices or applications required thereby or pertaining thereto.
      Clearview has never been subject to, or received any written notice of, any
      private, administrative or judicial inquiry, investigation, order or action,
      or
      any written notice of any intended or threatened private, administrative, or
      judicial inquiry, investigation, order or action relating to the presence or
      alleged presence of Hazardous Materials in, under or upon any property leased
      or
      owned by Clearview, nor is any Selling Party aware of any such inquiry,
      investigation, order, action or notice. There are no pending, or to the
      knowledge of any Selling Party, threatened, investigations, actions, orders
      or
      proceedings (or written notices of potential investigations, actions, orders
      or
      proceedings) from any Governmental Authority or any other entity regarding
      any
      matter relating to Environmental and Safety Requirements. 

    


    
      
        
        

      

      
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    4.16. -Employees.
      Schedule
      4.16
      is a
      true, complete and correct list setting forth as of the Closing Date the names
      and current compensation rate and compensation of all individuals employed
      by
Clearview. There
      has
      been no material increase, other than in the ordinary course of business,
      consistent with past custom and practice, in the compensation or rate of
      compensation payable to any employees of Clearview since the Review Date, nor
      since that date has there been any promise to any employee listed on
Schedule
      4.16,
      orally
      or in writing, of any bonus or increase in compensation, except for increases
      in
      the ordinary course of business consistent with Clearview’s past compensation
      practices and listed on Schedule 4.16,
      and
      obligations incurred under existing bonus, insurance, pension or other Employee
      Benefit Plans described on Schedule
      4.19
      or
Schedule
      4.20.
      Except
      as set forth on Schedule
      4.16,
      there
      has been no promise to any employee listed on Schedule
      4.16,
      orally
      or in writing, of any guaranty of employment following the Closing
      Date.

    


    4.17. -Insurance.
      Clearview has obtained and maintained in full force and effect commercially
      reasonable amounts of insurance to protect it and the Business against the
      types
      of liabilities, including medical malpractice, customarily insured against
      by
      Persons operating a business of similar size and nature to the Business, and
      all
      premiums due on such policies have been paid. Such insureds have complied in
      all
      material respects with the provisions of all such policies. Clearview has
      previously delivered to Buyer complete and correct copies of all such policies,
      together with all riders and amendments thereto in the possession of Clearview.
      Except as set forth on Schedule
      4.17,
      there
      are no claims or asserted claims reported to insurers under such policies,
      including all medical malpractice claims and similar types of claims, actions
      or
      proceedings asserted against any Selling Party at any time within the past
      five
      (5) years.

    


    4.18. Affiliate
      Transactions.
      Excluding ordinary course distributions to its equity holders and except as
      set
      forth on Schedule
      4.18,
      there
      are no transactions involving the transfer of any cash, property or rights
      to or
      from Clearview from, to or for the benefit of any Affiliate or former Affiliate
      of Clearview or any other Selling Party (“Affiliate
      Transactions”)
      during
      the period commencing two (2) years prior to the Closing Date and continuing
      through the Closing Date or any existing commitments of Clearview to engage
      in
      the future in any Affiliate Transactions. 

    


    4.19. -Employee
      Benefit Plans.
      Except
      as set forth in Schedule
      4.19,
      neither
      Clearview nor any Plan Affiliate has maintained, sponsored, adopted, made
      contributions to or obligated itself to make contributions to or to pay any
      benefits or grant rights under or with respect to any “Employee Pension Benefit
      Plan” (as defined in Section 3(2) of ERISA), “Employee Welfare Benefit Plan” (as
      defined in Section 3(1) of ERISA), “multi-employer plan” (as defined in Section
      3(37) of ERISA), any collective bargaining agreement, plan of deferred
      compensation, medical plan, life insurance plan, long-term disability plan,
      dental plan or other plan providing for the welfare of any of Clearview’s
      employees or former employees or beneficiaries thereof, personnel
      policy (including, but not limited to, vacation time, holiday pay, bonus
      programs, moving expense reimbursement programs and sick leave), material fringe
      benefit, excess benefit plan,
      bonus or incentive plan (including, but not limited to, stock options,
      restricted stock, stock bonus and deferred bonus plans), severance agreement,
      salary reduction agreement, top hat plan or deferred compensation plan,
      change-of-control agreement, employment agreement, consulting agreement or
      any
      other benefit, program, policy, arrangement, agreement or contract
      (collectively, “Employee
      Benefit Plans”),
      whether or not written or terminated, which could give rise to or result in
      Clearview or such Plan Affiliate having any debt, liability, claim or obligation
      of any kind or nature, whether accrued, absolute, contingent, direct, indirect,
      known or unknown,
      perfected or inchoate or otherwise and whether or not due or to become due.
      Correct and complete copies of all Employee Benefit Plans previously have been
      furnished to Buyer. The Employee
      Benefit Plans are in compliance in all material respects with governing
      documents and agreements and with applicable laws.
      Clearview acknowledges that it will be solely responsible for administering
      and/or terminating its Employee Benefit Plans following the
      Closing.

    


    
      
        
        

      

      
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    4.20. Personnel
      Agreements, Plans and Arrangements.
      Except
      as listed in Schedule
      4.20,
      no
      Selling Party is a party to or obligated in connection with the Business with
      respect to any outstanding contracts with current or former employees,
      agents, consultants
      or advisers. 

    


    4.21. Certain
      Payments.
      No
      Selling Party or any of their respective officers, agents, or employees or
      any
      other Person associated with or acting for or on behalf of Clearview has,
      directly or indirectly, made any contribution, gift, bribe, rebate, payoff,
      influence payment, kickback, or other payment to any Person, private or public,
      regardless of form, whether in money, property, or services: (a) for securing
      patients or referrals; (b) for patients or referrals secured; (c) to obtain
      special concessions or for special concessions already
      obtained, for or in respect of Clearview; or (d) in violation of any
      law.

    


    4.22. Workers
      Compensation.
      Schedule
      4.22
      sets
      forth all expenses, obligations, duties and liabilities relating to any pending,
      threatened or ongoing claims by employees and former employees (including
      dependents and spouses) of Clearview (or its predecessors),
      and the extent of any specific accrual on or reserve therefor set forth on
      the
      Financial Statements, for costs, expenses and other liabilities under any
      workers compensation laws, regulations, requirements or programs. Except as
      set
      forth on Schedule
      4.22,
      no
      claim, injury, fact, event or condition exists which would give rise to a
      material claim by any employees or
      former
      employees (including dependents and spouses) of Clearview under any workers
      compensation laws, regulations, requirements or programs. Since the Review
      Date,
      there has been no material change, other than in the ordinary course of
      business, in the information disclosed in Schedule
      4.22.

    


    4.23. Accounts
      Receivable/Accounts Payable.
      

    


    (a) Accounts
      Receivable.
      Except
      as set forth on Schedule
      4.23(a),
      the
      Accounts Receivable are valid, binding and legally enforceable obligations
      and
      are owned by Clearview free and clear of all Liens, and, except for contractual
      allowances, reserves for bad debts and other adjustments that are consistent
      with those adjustments made in preparing the Financial Statements, will not
      be
      subject to any offset, counterclaim or other adverse claim or defense, and
      may
      be transferred to the New LP to the extent permitted by law. The Accounts
      Receivable arose in the ordinary and usual course of the business and the
      Accounts Receivable are set forth on the books and records of
      Clearview. Schedule
      4.23(a)
      contains
      a complete and accurate list of all Accounts Receivable as of the date stated
      thereon, which list represents the Accounts Receivable before adjusting for
      contractual allowances and bad debt reserves.
      Seller does not know of any reason why the Accounts Receivable would not be
      collectible according to approximately the same ratios as accounts receivable
      have been historically collectible.

    


    (b) Accounts
      Payable and Accrued Liabilities.
      Schedule
      1.4(a)
      sets
      forth a complete and correct list of the Accounts Payable. The collective amount
      of the Accrued Liabilities, together with the aggregate amount of the Accounts
      Payable, does not exceed One Hundred Thousand and No/Dollars ($100,000). Each
      of
      the Accounts Payable and Accrued Liabilities are valid and have been incurred
      in
      connection with the operation of the Business in the ordinary course of
      business, consistent with Clearview’s past custom and practice. 

    


    4.24. Brokers.
      Except
      as set forth on Schedule
      5.5,
      with
      respect to a broker representing Seller, and for which Buyer shall be
      responsible for paying, all negotiations relating to this Agreement and the
      Transaction Documents, and the transactions contemplated hereby and thereby,
      have been carried on without the intervention of any Person acting on behalf
      of
      any Selling Party in such a manner as to give rise to any valid claim for any
      broker’s or finder’s fee or similar compensation against Buyer.

    


    4.25. HIPAA.
      (a) All
      of the Assets being sold and/or provided to New LP under this Agreement,
      including, without limitation, any computer hardware and/or software, are in
      compliance with the Health Insurance Portability and Accountability Act of
      1996
      (Public Law 104-91, 42 U.S.C. 1301 et.
      seq.)
      and
      regulations promulgated thereunder (collectively, “HIPAA”),
      and
      applicable state laws having similar subject matter to HIPAA (“State
      HIPAA”),
      and
      (b) Clearview has conducted its business and activities, including, without
      limitation, its billing and collection activities, its Medical Records
      management activities, and its general practice management activities, in a
      manner that complied with HIPAA and State HIPAA.

    


    
      
        
        

      

      
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    4.26. Rates
      and Reimbursement Policies.
      Except
      as set forth on Schedule
      4.26,
      Clearview does not have any rate appeal currently pending before any
      Governmental Authority or any administrator of any third-party payor program.
      Except for the YAG laser capsulotomy reimbursement rate issue previously
      disclosed by Buyer to Seller, no Selling Party has any knowledge of any
      applicable state or local law, which affects rates or reimbursement procedures,
      which has been enacted, promulgated or issued within the eighteen (18) months
      preceding the Closing Date or any such legal requirement proposed or currently
      pending in the applicable state or at the federal level which has resulted
      or
      may result in any reductions in rates and reimbursement. 

    


    4.27. Physicians.
      Except
      as set forth on Schedule
      4.14,
      none of
      the physicians who utilize the Facility (collectively, the “Physicians”)
      have
      threatened to discontinue or to terminate his or her relationship with Clearview
      and the provision of services at the Facility. To the knowledge of any Selling
      Party, none of the Physicians have expressed plans to retire from the practice
      of medicine in the next five (5) years or to be involved in the development
      or
      operations of another ambulatory surgery center. During the three (3) years
      preceding the Closing Date, each of the Physicians:

    


    (a) Has
      been
      duly licensed and registered, and is in good standing by their state to engage
      in the practice of medicine, and said license and registration have not been
      suspended, revoked or restricted in any manner, and

    


    (b) Has
      had
      valid professional liability insurance in place in amounts not less than
      commercially reasonable levels and has not indicated any intent to terminate
      or
      reduce his or her professional liability coverage.

    


    4.28. Certain
      Representations With Respect to the Facility.

    


    (a) The
      Facility is qualified for participation in the Medicare program. Complete and
      accurate copies of the Facility’s existing Medicare contracts have been
      furnished to Buyer. Clearview is presently in compliance with all of the terms,
      conditions and provisions of such contracts.

    


    (b) The
      Facility is qualified for participation in the Medicaid program. Complete and
      accurate copies of Clearview’s existing Medicaid contracts have been furnished
      to Buyer. Clearview is presently in compliance with all of the terms, conditions
      and provisions of such contracts.

    


    4.29. No
      Designated Health Services.
      Clearview has not provided, does not provide and has no intention of providing
      any services that constitute “designated health services” with the meaning of 42
      U.S.C. § 1395nn.

    


    4.30. No
      Misrepresentation.
      None of
      the representations and warranties of the Selling Parties set forth in this
      Agreement, in any of the certificates, schedules, lists, documents, exhibits,
      or
      other instruments delivered, or to be delivered, to Buyer as contemplated by
      any
      provision hereof
      (including the Transaction Documents), contain any untrue statement of a
      material fact or omit
      to
      state a material fact necessary to make the statements contained herein or
      therein not misleading.
      To the
      knowledge of any Selling Party, there are no material facts which have not
      been
      disclosed to Buyer which have a Material Adverse Effect, or could reasonably
      be
      anticipated to have a Material Adverse Effect, on the Business or any Selling
      Party’s ability to consummate the transactions contemplated hereby.

    


    
      
        
        

      

      
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    ARTICLE
      V.

    BUYER’S
      REPRESENTATIONS AND WARRANTIES

    


    Each
      of
      NovaMed and NovaMed Laredo hereby represents and warrants, jointly and
      severally, to the Selling Parties as of the Closing Date as
      follows:

    


    5.1. -Organization.
      Each of
      NovaMed and NovaMed Laredo is a corporation duly organized, validly existing
      and
      in good standing under the laws of the State of Delaware.

    


    5.2. -Authorization.
      Each of
      NovaMed and NovaMed Laredo has full power, right and authority to enter into
      and
      perform its obligations under this Agreement and each of the Transaction
      Documents to which it is a party. The execution, delivery and performance by
      each of NovaMed and NovaMed Laredo of this Agreement and each of the Transaction
      Documents to which it is a party have been
      duly
      and properly authorized by all requisite corporate action in accordance with
      applicable law and with each of NovaMed’s and NovaMed Laredo’s Certificate of
      Incorporation.
      This
      Agreement and each of the Transaction Documents to which NovaMed and NovaMed
      Laredo are a party have been duly executed and delivered by them and are the
      valid and binding obligation of Buyer and are enforceable against
      Buyer in accordance with their respective terms, except as the same may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      other similar laws affecting the rights of creditors generally and the
      availability of equitable remedies. 

    


    5.3. -Transaction
      Not a Breach.
      The
      execution, delivery and performance of this Agreement and the Transaction
      Documents by NovaMed and NovaMed Laredo will not violate and
      conflict with,
      or
      result in the breach of any of the terms, conditions, or provisions of NovaMed’s
      and NovaMed Laredo’s Certificate of Incorporation or of any contract, agreement,
      mortgage, or other instrument or obligation of any nature to which NovaMed
      or
      NovaMed Laredo is a party or by which NovaMed or NovaMed Laredo is
      bound.

    


    5.4. Acquisition
      of Transferred Interests.
      NovaMed
      and NovaMed Laredo are acquiring the Transferred Interests for their own
      respective accounts and not with a view to the distribution or resale thereof.
      Each of NovaMed and NovaMed Laredo has no intention of selling the Transferred
      Interests in a public distribution in violation of federal securities laws
      or
      any applicable state securities laws.

    


    5.5. Broker.
      Except
      as set forth on Schedule
      5.5
      with
      respect to a broker retained by Buyer and for which Buyer shall be responsible
      for paying, all negotiations relating to this Agreement and the Transaction
      Documents, and the transactions contemplated hereby and thereby, have been
      carried on without the intervention of any Person acting on behalf of Buyer
      in
      such a manner as to give rise to any valid claim for any broker’s or finder’s
      fee or similar compensation against a Selling Party. 

    


    5.6. No
      Misrepresentation.
      None of
      the representations and warranties of Buyer set forth in this Agreement or
      in
      any of the certificates, schedules, lists, documents, exhibits, or other
      instruments delivered, or to be delivered, to the Selling Parties as
      contemplated by any provision hereof (including the Transaction Documents),
      contain any untrue statement of a material
      fact or omit
      to
      state a material fact necessary to make the statements contained herein or
      therein not misleading. 

    


    
      
        
        

      

      
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    ARTICLE
      VI.

    ADDITIONAL
      AGREEMENTS

    


    6.1. Liens.
      Other
      than the sole lien set forth on Schedule
      4.2,
      there
      shall be no financing
      statements, judgments, taxes or other Liens outstanding against Clearview or
      any
      of the Assets as of the Closing Date.

    


    6.2. -Employees;
      Labor Relations.

    


    (a) -Continuing
      Employees.
      New LP
      shall offer to employ the employees of Clearview listed on Schedule
      6.2(a)
      (the
“Continuing
      Employees”)
      as of
      the Closing Date, on the terms and conditions established by New LP in its
      sole
      discretion, provided that New LP shall offer such employment at the salary
      or
      wage levels for such Continuing Employees as are set forth on Schedule
      6.2(a).
      Such
      offer of employment by New LP shall not be deemed to create a continuing right
      to employment for any Continuing Employees. Clearview shall be solely
      responsible for all liabilities relating, directly or indirectly, to any of
      Clearview’s employees who do not accept New LP’s offer of
      employment. Clearview shall
      be
      solely responsible for any employment-related claims filed by any employees
      of
      Clearview which relate to facts and circumstances existing on and prior to
      the
      Closing Date, or arise from or relate to completion of the transactions
      contemplated by this Agreement or the Transaction Documents, regardless of
      when
      filed. 

    


    (b) COBRA
      Notice.
      Clearview represents that it has complied, in all material respects, with the
      applicable requirements of COBRA through the Closing Date and shall be
      responsible for all liabilities arising under COBRA with respect to any event
      occurring prior to and on the Closing Date. 

    


    (c) -Noncompetition
      Agreements.
      The
      Selling Parties hereby waive any noncompetition provision that may apply to
      the
      Continuing Employees with
      respect to New LP’s hiring and employment of the Continuing
      Employees.

    


    6.3. Post-Closing
      Remittances; New LP’s Appointment as Attorney-In-Fact.
      If,
      after the Closing Date, a Selling Party shall receive any remittance from any
      account debtors with respect to the Accounts Receivable, such Selling Party
      shall cause Clearview to endorse such remittance to the order of the New LP
      and
      forward it to the New LP promptly following receipt thereof.
      Clearview hereby irrevocably constitutes and appoints New LP and any officer
      or
      agent of New LP as Clearview’s true and lawful attorney-in-fact, with full power
      and authority, in the place and stead of Clearview for the limited purposes
      of
      receiving, collecting, indorsing, negotiating and cashing any and all cash,
      checks, drafts, payments, accounts receivable and other instruments
      (collectively the “Items”)
      which
      are payable to Clearview and which represent Items related to the Business
      or
      which represent payment on Accounts Receivable related to the Business, and
      which in accordance with the terms of this Agreement, have been sold, conveyed,
      assigned or transferred to New LP or are otherwise for the account of New LP
      hereby. Clearview further agrees to execute all documents and take such other
      action as New LP may reasonably request to confirm the power granted to New
      LP
      by this Section
      6.3.
      Notwithstanding the foregoing, in no event shall New LP receive, collect,
      indorse, negotiate or cash such Items pursuant to the above authority if to
      do
      so would be to violate the laws, regulations or other written guidance of any
      state or federal health program. In such event, New LP and Clearview agree
      to
      take such actions as necessary to convey such payments to New LP consistent
      with
      applicable laws and regulations.

    


    6.4. Further
      Assurances.
      The
      parties hereto shall execute such further documents, and perform such further
      acts, as may be reasonably necessary to transfer and convey the Assets to the
      New LP and the Transferred Interests to Buyer, all on the terms contained
      herein, and to otherwise comply with the terms of this Agreement and consummate
      the transactions contemplated herein.

    


    
      
        
        

      

      
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    6.5. Professional
      Liability Tail Coverage.
      To the
      extent Clearview’s professional liability insurance policy for the Facility is
      on a claims-made basis (rather than an occurrence basis), Clearview shall obtain
      an extended reporting (“tail”)
      professional liability insurance policy covering acts and omissions occurring
      at
      the Facility prior to the Closing Date, in an amount equal to the professional
      liability insurance carried immediately prior to the Closing Date, or such
      other
      amount, and for such period of time, as determined by mutual agreement of Buyer
      and Clearview. Clearview shall provide New LP with proof of such tail
      professional liability coverage and the cost and expense thereof. Buyer agrees
      to reimburse Clearview for the cost of such tail professional liability
      coverage. 

    


    6.6 Credentialing.
      As of
      the Closing Date, Seller and the other physicians credentialed by the Facility
      immediately prior to the Closing Date, shall receive provisional privileges
      to
      perform surgical procedures at the Facility that will be owned and operated
      by
      the New LP from and after the Closing Date. As a condition to receiving these
      provisional privileges, Seller hereby agrees that he will comply with all of
      the
      New LP’s credentialing requests (including, without limitation, providing New LP
      with any reasonably requested information and completing any applicable
      credentialing forms) so that the New LP may complete its credentialing review
      process for by the expiration date of the provisional privileges. 

    


    6.7 Admitting
      Privileges.
      As of
      the Closing Date, Seller and the other physicians credentialed by the Facility
      shall have admitting privileges at a local hospital in accordance with all
      applicable federal laws and Texas Administrative Code Section 135.4 and Seller
      shall maintain such privileges and will use his best efforts to cause the other
      physicians credentialed by the Facility to maintain such privileges from and
      after the Closing Date. From and after the Closing Date, the Selling Parties
      shall use their commercially reasonable efforts to assist the New LP in entering
      into a patient transfer agreement with Doctors Hospital of Laredo or other
      local
      hospital, pursuant to which the Facility may immediately transfer to a hospital
      patients requiring emergency medical care beyond the capabilities of the
      Facility.

    


    ARTICLE
      VII.

    CLOSING

    


    7.1. -Time
      and Place.
      The
      transactions that are the subject of this Agreement shall be consummated at
      a
      closing (the “Closing”)
      simultaneous with the execution and delivery of this Agreement and the other
      Transaction Documents by the applicable parties, which execution and delivery
      shall be via facsimile effective as of the Closing Date, with original documents
      to be exchanged by nationally recognized overnight courier for delivery on
      the
      next business day after the Closing Date.

    


    7.2. -Transactions
      Precedent to Closing.
      As a
      condition precedent to the consummation of the transactions contemplated herein,
      the applicable Selling Parties shall have consummated the New LP Asset Transfer,
      the Distribution Transactions and the FLP Contribution, and shall also have
      procured the Davalos Consents, all in accordance with the terms and conditions
      of Article
      I
      hereof.
      

    


    7.3. -Deliveries
      of the Selling Parties.
      At the
      Closing, the Selling Parties shall execute and deliver, or cause to be executed
      and delivered, to Buyer:

    


    (a) the
      Contribution Agreement, duly executed by the Selling Parties and including
      the
      Davalos Consent thereto;

    


    
      
        
        

      

      
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    (b) the
      Limited Partnership Agreement of the New LP, in the form attached hereto as
      Exhibit
      7.3(b)
      (the
“Partnership
      Agreement”),
      duly
      executed by the Family Limited Partnership and Seller;

    


    (c) (i)
      amended and restated certificate of limited partnership of New LP reflecting
      CSIM as general partner, executed by CSIM, and (ii) second amended and restated
      certificate of limited partnership evidencing change in general partner from
      CSIM to NovaMed Laredo, to be filed with the Secretary of States of Delaware
      and
      Texas immediately following the Closing;

    


    (d) any
      required third party consents, filings, and certificates from Clearview or
      any
      third party (including, any Governmental Authority) relating to the transfer
      of
      the Assets, including, without limitation, all consents from the State of Texas
      regarding the transfer of all Permits and licenses relating to the ownership
      and
      operation of the Facility, and copies of all written consents obtained in
      connection with the transfer of the Material Contracts;

    


    (e) clearance
      certificates or similar documents required by any state taxing authority in
      order to relieve Buyer of any obligation to withhold any portion of the Purchase
      Price;

    


    (f) the
      Assignment of Partnership Interests, substantially in the form attached as
      Exhibit
      7.3(f) (the
      “Assignment
      of Partnership Interests”),
      duly
      executed by Seller and CSIM;

    (g) the
      Real
      Property Lease for the Facility and other Leased Real Property listed on
Schedule
      4.10
      (the
“Lease
      Agreement”)
      between AHL, an Affiliate of Seller, as landlord and the New LP, as tenant,
      duly
      executed by AHL; 

    


    (h) a
      certificate of the Secretary of Clearview as to:
      (i)
      copies of resolutions of its general partner and limited partners authorizing
      the execution, delivery and performance of this Agreement and the Transaction
      Documents; (ii) its limited partnership agreement; (iii) incumbency and specimen
      signatures with respect to its authorized representatives executing this
      Agreement and any Transaction Documents; and (iv) its certificate of limited
      partnership certified by the Secretary of State of Texas.

    


    (i) all
      applicable documentation releasing Liens covering, concerning or relating to
      the
      Assets, in form and substance reasonably
      acceptable to Buyer; 

    


    (j) intentionally
      omitted;

    


    (k) the
      Clearview Distribution Agreement, duly executed by Clearview, Seller and
      Davalos; 

    


    (l) the
      FLP
      Contribution Agreement, duly executed by Clearview and Seller, and the Davalos
      Consent related thereto; 

    


    (m) a
      certificate of the Secretary of CSIM as to: (i) copies of resolutions of its
      manager and the members authorizing the execution, delivery and performance
      of
      this Agreement and the Transaction Documents; (ii) its operating agreement;
      (iii) incumbency and specimen signatures with respect to its authorized
      representatives executing this Agreement and any Transaction Documents; and
      (iv)
      its certificate of formation certified by the Secretary of State of
      Texas.

    


    
      
        
        

      

      
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    (n) the
      Assignment of Partnership Interests between NovaMed and Davalos (the
“Davalos
      Purchase Agreement”)
      consummating the Davalos Purchase Transaction contemporaneous with the Closing,
      duly executed by Davalos;

    


    (o) evidence
      satisfactory to Buyer that all of the Assets previously owned by AHL that were
      used in the conduct of the Business have been transferred to Clearview prior
      to
      the New LP Asset Transfer such that such Assets are owned by New LP as of the
      Closing Date, free and clear of all Liens; 

    


    (p) the
      Excimer Laser Sublease in the form attached hereto as Exhibit
      7.3(p)
      (the
“Laser
      Sublease”),
      duly
      executed by Michael A. Hochman, M.D., P.A. (“Practice”);
      

    


    (q) Billing
      and Collection Agreement in the form attached hereto as Exhibit 7.3(q) (the
      “Billing
      Agreement”),
      duly
      executed by Practice; and 

    


    (r) such
      other documents and instruments as Buyer or its counsel reasonably shall deem
      necessary to consummate the transactions contemplated hereby.

    


    All
      documents delivered to Buyer shall be in form and substance reasonably
      satisfactory to counsel for Buyer.

    


    7.4. -Deliveries
      of Buyer.
      At the
      Closing, Buyer will deliver or will cause the New LP to deliver to the
      applicable Selling Party simultaneously with the delivery of the items referred
      to in Section
      7.3
      above:

    


    (a) the
      payment of the Purchase Price to the applicable Selling Parties;

    


    (b) the
      Partnership Agreement, duly executed by NovaMed and NovaMed Laredo;

    


    (c) certificate
      of the Secretary of each of NovaMed and NovaMed Laredo as to: (i) copies of
      resolutions of its board of directors authorizing the execution, delivery and
      performance of this Agreement and the Transaction Documents, and (ii) incumbency
      and specimen signatures with respect to its officers executing this Agreement
      and any Transaction Documents;

    


    (d) the
      Lease
      Agreement, duly
      executed by the New LP;

    


    (e) a
      duly
      executed Management Agreement (the “Management
      Agreement”)
      between NovaMed Management Services, LLC, a Delaware limited liability company,
      and the New LP, substantially in the form attached hereto as Exhibit
      7.4(e).

    


    (f) the
      Assignment of Partnership Interests, duly executed by NovaMed and NovaMed
      Laredo;

    (g) intentionally
      omitted;

    


    (h) the
      Davalos Purchase Agreement, duly executed by NovaMed; 

    


    (i) the
      Laser
      Sublease, duly executed by New LP; and 

    


    (j) such
      other documents and instruments as the Selling Parties or their counsel
      reasonably shall deem necessary to consummate the transactions contemplated
      hereby.

    


    
      
        
        

      

      
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    All
      documents delivered to the Selling Parties shall be in form and substance
      reasonably satisfactory to the counsel for the Selling Parties.

    


    7.5 Change
      of Ownership Process.
      To the
      extent from and after the Closing there are any actions necessary to confirm
      or
      effect all reasonably necessary licensure and regulatory approvals required
      in
      connection with the New LP’s ownership and operation of the Business, the
      Selling Parties and their respective agents and representatives agree to
      cooperate with Buyer and New LP in connection these approvals, and will use
      commercially reasonable efforts to respond in a timely manner to any information
      or signature requests reasonably required in connection with these
      approvals.

    


    ARTICLE
      VIII

    INTENTIONALLY
      OMITTED

    


    ARTICLE
      IX

    INTENTIONALLY
      OMITTED

    


    ARTICLE
      X

    INTENTIONALLY
      OMITTED

     

    ARTICLE
      XI.

    COVENANT
      NOT TO COMPETE

    


    11.1. Acknowledgment.
      Each of
      the Selling Parties acknowledges and agrees that in order to assure that the
      Business will retain its value as a “going concern,” it is necessary that the
      Selling Parties undertake not to utilize their present special knowledge of
      the
      Business to compete with New LP, Buyer and the Business during the Restricted
      Period after the acquisition of Transferred Interests; provided that
      Buyer
      acknowledges that Seller (through the Family Limited Partnership) will continue
      to have an interest in the Business through its ownership of a minority interest
      in the New LP. Each of the parties hereto further acknowledges that: (a) Buyer
      has been and/or will be engaged in the Business; (b) each of the Selling Parties
      possesses extensive knowledge and a unique understanding of the Business, as
      well as (subsequent to the transactions contemplated by this Agreement) the
      proprietary and confidential information
      concerning the Business; (c) the agreements and covenants
      contained in this Section 11.1
      are
      essential to protect Buyer and the value of the Business and are a condition
      precedent to Buyer’s willingness to pay for the Transferred Interests; (d) Buyer
      would be irreparably damaged if any Selling Party were to violate the terms
      and
      conditions of this Article
      XI;
      and (e)
the
      geographic, temporal and business scope of the restrictive covenants in this
      Article
      XI
      are
      reasonable.

    


    11.2. Non-Compete.
      Each of
      the Selling Parties hereby agrees that for the five (5) year period beginning
      on
      the Closing Date (the “Restricted
      Period”);
      provided that
      in the
      event that any such party is determined to have violated the covenants set
      forth
      in this Article
      XI,
      the
      Restricted Period shall be extended day for day for the time period that such
      party is in violation of any such covenant), he, she or it shall not, directly
      or indirectly, act
      as a
      director, officer, member, manager, or partner of, or own any equity or other
      financial interest in, any Person that owns and/or operates an ambulatory
      surgery center, hospital, licensed surgical facility or any other outpatient
      surgical facility, that is located within a thirty-five (35) mile radius of
      the
      location of the Business.
      Notwithstanding
      the foregoing, and without limiting the terms of the Partnership Agreement,
      any
      Selling Party may:
      (a)
      be a director on the Board of Trustees of a hospital; (b) serve on the medical
      staff of any hospital; (c) own an interest in the New LP in accordance with
      the
      terms of the Partnership Agreement; and (d) practice medicine in his or her
      own
      office or the office of the professional entity in which he
      or she
      is an employee or owner;
      provided,
      however,
      that
      Seller shall not be an employee of a hospital. 

    


    
      
        
        

      

      
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    11.3. Property
      of the Business.
      All
      memoranda, notes, lists, records and other documentation or papers (and all
      copies thereof), including such items stored in computer memories, or microfiche
      or by any other means, which will become the New LP’s property (after
      the consummation
      of transactions contemplated by this Agreement), are and shall be the New LP’s
      property and shall be delivered to the New LP promptly on the request of
      Buyer.

    


    11.4. Blue-Pencil.
      If any
      court of competent jurisdiction shall at any time deem the term of this
      Agreement or any particular restrictive covenant contained in this Article
      XI
      too
      lengthy or the territory too extensive, the other provisions of this
Article
      XI shall
      nevertheless stand, the Restricted Period herein shall be deemed to be the
      longest period permissible by law under the circumstances and the territory
      described in Section
      11.2
      shall be
      deemed to comprise the largest territory permissible by law under the
      circumstances. The court in each case shall reduce the Restricted Period and/or
      territory described in Section
      11.2
      to
      permissible duration or size.

    


    11.5. Remedies.
      Each of
      the Selling Parties acknowledges and agrees that the covenants set forth in
      this
Article
      XI
      are
      reasonable and necessary for the protection of Buyer and the New LP’s business
      interests, that irreparable
      injury will result if any Selling Party breaches any of the terms of said
      restrictive covenants,
      and that in the event of actual or threatened breach of any such restrictive
      covenants, Buyer will have no adequate remedy at law. Each of the Selling
      Parties accordingly agrees that in the event of any actual or threatened breach
      by any of them of any of the covenants set forth in this Article XI,
      Buyer
      shall be entitled to immediate temporary injunctive and other equitable relief,
      without bond and without the necessity of showing actual monetary damages,
      subject to hearing as soon thereafter as possible. Nothing contained herein
      shall be construed as prohibiting Buyer from pursuing any other remedies
      available to it for such breach or threatened breach, including the recovery
      of
      any damages which it is able to prove.
      The
      parties also agree that the existence of any claim or cause of action by a
      Selling Party against Buyer, whether predicated upon this Agreement or
      otherwise, shall not constitute a defense to the enforcement of the restrictive
      covenants set forth herein, but shall be litigated separately. 

    


    11.6. Assignment.
      The
      Selling Parties agree that the rights granted in this Article
      XI
      may be
      assigned by Buyer at its sole and absolute discretion. All of the provisions
      of
      this Article
      XI
      shall
      inure to any successors of Buyer, all of which are specifically third-party
      beneficiaries of this Article
      XI
      with
      full rights hereunder. In addition, the parties hereto agree that any assignee
      of the rights hereunder is an intended, direct third-party beneficiary of this
      Article
      XI
      and may
      enforce such rights in its own name in addition to or in lieu of
      Buyer.

    


    11.7. Patient
      Freedom.
      The
      parties hereto agree that the benefits afforded either party hereunder are
      not
      payment for, and are not in any way contingent upon the referral, admission
      or
      any other arrangement for, the provision of any item or service offered by
      any
      party hereto. Nothing in this Agreement shall be construed to limit the freedom
      of any patient of Seller to choose the facility
      or physician from whom any patient shall receive health care services or limit
      or interfere with Seller’s ability to exercise professional judgment in treating
      patients or their ability to provide medical services to patients.

    


    11.8. Texas
      Business and Commerce Code Section 15.50.
      The
      parties hereto agree that Seller is free to provide professional services at
      any
      facility Seller or his patients or payors select, and Seller is able to maintain
      a professional physician practice (but not an ambulatory surgery center or
      any
      other outpatient surgical facility) at any location, including within the
      geographic radius prescribed in Section
      11.2
      hereof.
      Accordingly, the parties hereto acknowledge and agree that Section 15.50(b)
      of
      the Texas Business and Commerce Code should not apply to the restrictive
      covenants set forth in this Agreement. As such, Seller hereby agrees to waive
      any rights to challenge the restrictive covenants set forth herein on the basis
      that such covenants are subject to Section 15.50(b) of the Texas Business and
      Commerce Code, and neither Seller nor any of his agents or representatives
      shall
      commence, participate in or be a party to any litigation or any other type
      of
      action which challenges, directly or indirectly, the restrictive covenants
      set
      forth herein on the basis that such covenants are subject to Section 15.50(b)
      of
      the Texas Business and Commerce Code.  

     

    
      
        
        

      

      
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    ARTICLE
      XII.

    POST-CLOSING
      COVENANTS

     

    12.1 Indemnification
      by Selling Parties.
      From
      and after the Closing, each Selling Party agrees to jointly and severally
      indemnify, defend and save Buyer and its respective Affiliates (including,
      without limitation, the New LP) and each of their respective officers,
      directors, managers, employees, agents and fiduciaries (each, a “Buyer
      Indemnified Party”),
      forever harmless from and against, and to pay to a Buyer Indemnified Party
      or reimburse
      a Buyer Indemnified Party for (in either case within ten business days of its
      receipt of notice in accordance with the terms of this Article
      XII
      from any
      Buyer Indemnified Party), any and all liabilities (whether contingent, fixed
      or
      unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies,
      demands, claims, suits, actions, or causes of action, assessments,
      losses, costs, expenses, interest, fines, penalties, actual or punitive damages
      or costs or expenses of any and all investigations, proceedings, judgments,
      environmental analyses, remediations,
      settlements and compromises (including reasonable fees and expenses of
      attorneys, accountants
      and
      other experts) (individually and collectively, the “Losses”)
      actually sustained or incurred by any
      Buyer
      Indemnified Party relating to, resulting from, arising out of or otherwise
      by
      virtue of any of the following:

    


    (a) any
      misrepresentation or breach of a representation or warranty contained in this
      Agreement or in the Transaction Documents by any Selling Party, or
      non-compliance with or breach by any Selling Party of any of the covenants
      or
      agreements contained in this Agreement or the Transaction Documents to be
      performed by any Selling Party or any of their respective
      Affiliates;

    


    (b) the
      operation of the Business prior to the Closing Date, including the use of the
      Assets and the Excluded Assets prior to the Closing Date;

    


    (c) any
      Tax
      liability of any Selling Party whatsoever, including, without limitation, any
      Tax liability with respect to or arising from the transactions contemplated
      hereby or the structuring of the transactions contemplated hereby, or any Tax
      liability under Texas bulk sales laws;

    


    (d) any
      violations of or obligations under Environmental and Safety Requirements
      relating to acts, omissions, circumstances or conditions to the extent existing
      or arising on or prior to the Closing Date, whether or not such acts, omissions,
      circumstances or conditions constituted a violation of Environmental and Safety
      Requirements as then in effect;

    


    (e) any
      liabilities relating to or arising from the provision of (or failure to provide)
      professional medical services prior to the Closing Date, including any
      liabilities relating to the failure, prior to the Closing Date, to adhere to
      or
      comply with any Medicare and Medicaid requirements or Fraud and Abuse
      Laws;

    


    (f) any
      action, demand, proceeding, investigation or claim (whenever made) by any third
      party (including Governmental Authorities) against or affecting Buyer or its
      Affiliates which, if successful, would give rise to or evidence the existence
      of
      or relate to a misrepresentation or breach of any of the representations,
      warranties or covenants contained in this Agreement or the Transaction Documents
      of any Selling Party;

    


    (g) the
      Excluded Assets or Excluded Liabilities;

    


    
      
        
        

      

      
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    (h) any
      claim
      for payment of fees and/or expenses as a broker or finder in connection with
      the
      origin, negotiation, execution or consummation of this Agreement based upon
      any
      alleged agreement between the claimant and any Selling Party; 

    


    (i) any
      claim
      by Davalos with respect to the transactions contemplated herein, including,
      without limitation, the New LP Asset Transfer, the Distribution Transactions
      and
      the Selling Parties’ sale of the Transferred Interests to Buyer; or

    


    (j) any
      claim
      relating to, arising out of, or in connection with, the failure of Clearview
      to
      maintain either a Pharmacy Board Permit or a CLIA Certificate at any time prior
      to the Closing Date.

     

    12.2. Indemnification
      by Buyer.
      From
      and after the Closing, each of NovaMed and NovaMed Laredo agrees to indemnify,
      defend and save the Selling Parties and their respective Affiliates, and their
      respective employees, trustees, agents, representatives, heirs and executors
      other than the New LP (each, a “Seller
      Indemnified Party”)
      forever harmless from and against, and to pay to a Seller Indemnified Party
      or
      reimburse a Seller Indemnified Party for (in either case within ten (10)
      business days of its receipt of notice in accordance to the terms of this
Article
      XII
      from any
      Seller Indemnified
      Party), any and all Losses actually sustained or incurred by any Seller
      Indemnified Party relating to, resulting from, arising out of or otherwise
      by
      virtue of any of the following:

    


    (a) any
      misrepresentation or breach of a representation or warranty contained in this
      Agreement or in the Transaction Documents by Buyer, or non-compliance with
      or
      breach by Buyer of any of the covenants or agreements contained in this
      Agreement or in the Transaction Documents to be performed by Buyer;

    


    (b) any
      action, demand, proceeding, investigation or claim (whenever made) by any third
      party (including Governmental Authorities) against or affecting the Selling
      Parties or their respective Affiliates which, if successful, would give rise
      to
      or evidence the existence of or relate to a misrepresentation or breach of
      any
      of the representations, warranties or covenants contained in this Agreement
      or
      the Transaction Documents of Buyer; or

    


    (c) any
      claim
      for payment of fees and/or expenses as a broker or finder in connection with
      the
      origin, negotiation, execution or consummation of this Agreement based upon
      any
      alleged agreement between the claimant and Buyer.

     

    12.3. Indemnification
      Procedure for Third Party Claims.
      In the
      event that subsequent to the Closing any Person entitled to indemnification
      under this Agreement (an “Indemnified Party”)
      asserts a claim for indemnification or receives notice of the assertion of
      any
      claim or of the
      commencement of any action or proceeding by any entity that is not a party
      to
      this Agreement or an Affiliate of a party to this Agreement (including, but
      not
      limited to any domestic or foreign court or Governmental Authority, federal,
      state or local) (a “Third
      Party Claim”)
      against such Indemnified Party, against which a party to this Agreement is
      required to provide indemnification under this Agreement (an “Indemnifying
      Party”),
      the
      Indemnified Party shall give written notice together with a statement of any
      available information regarding such claim to the Indemnifying Party within
      sixty (60) days after learning of such claim (or within such shorter time as
      may
      be necessary to give the Indemnifying Party a reasonable opportunity to respond
      to such claim). The Indemnifying Party shall have the right, upon written notice
      to the Indemnified Party (the “Defense
      Notice”)
      within
      thirty (30) days after receipt from the Indemnified Party of notice of such
      claim, which notice by the Indemnifying Party shall specify the counsel
      it will
      appoint to defend such claim (“Defense
      Counsel”),
      to
      conduct at its expense the defense against such claim in its own name, or if
      necessary in the name of the Indemnified Party; provided,
      however,
      that
      the Indemnified Party shall have the right to approve the Defense Counsel,
      which
      approval shall not be unreasonably withheld, and in the event the Indemnifying
      Party and the Indemnified Party cannot agree upon such counsel within ten (10)
      days after the Defense Notice is provided, then the Indemnifying Party shall
      propose an alternate Defense Counsel, which shall be subject again to the
      Indemnified Party’s approval. If the parties still fail to agree on Defense
      Counsel, then, at such time, they shall mutually agree in good faith on a
      procedure to determine the Defense Counsel. The delivery of a Defense Notice
      shall not constitute an admission with respect to the claim for
      indemnification.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    (a) In
      the
      event that the Indemnifying Party shall fail to give the Defense Notice, it
      shall be deemed to have elected not to conduct the defense of the subject claim,
      and in such event the Indemnified Party shall have the right to conduct such
      defense in good faith and to compromise and settle the claim without prior
      consent of the Indemnifying Party and the Indemnifying Party will be liable
      for
      all costs, expenses, settlement amounts or other Losses paid or incurred in
      connection therewith.

    


    (b) In
      the
      event that the Indemnifying Party does deliver a Defense Notice and thereby
      elects to conduct the defense of the subject claim, the Indemnified Party will
      cooperate with and make available to the Indemnifying Party such assistance
      and
      materials as it may reasonably request, all at the expense of the Indemnifying
      Party, and the Indemnified Party shall have the right at its expense to
      participate in the defense assisted by counsel of its own choosing; provided that
      the
      Indemnified Party shall have the right to compromise and settle the claim only
      with the prior written consent of the Indemnifying Party, which consent shall
      not be unreasonably withheld or delayed.

    


    (c) Without
      the prior written consent of the Indemnified Party, the Indemnifying Party
      will
      not enter into any settlement of any Third Party Claim or cease to defend
      against such claim, if pursuant to or as a result of such settlement or
      cessation, (i) injunctive or other equitable relief would be imposed against
      the
      Indemnified Party, or (ii) such settlement or cessation would lead to liability
      or create any financial or other obligation on the part of the Indemnified
      Party
      for which the Indemnified Party is not entitled to indemnification
      hereunder.

    


    (d) The
      Indemnifying Party shall not be entitled to control, and the Indemnified Party
      shall be entitled to have sole control over, the defense or settlement of any
      claim to the extent that claim seeks an order, injunction or other equitable
      relief against the Indemnified Party which, if successful, could materially
      interfere with the business, operations, assets, condition (financial or
      otherwise) or prospects of the Indemnified Party (and the cost of such defense
      shall constitute an amount for which the Indemnified Party is entitled to
      indemnification hereunder).

    


    (e) If
      a firm
      decision is made to settle a Third Party Claim, which offer the Indemnifying
      Party is permitted to settle under this Section
      12.3,
      and the
      Indemnifying Party desires to accept and agree to such offer, the Indemnifying
      Party will give written notice to the Indemnified Party to that effect. If
      the
      Indemnified Party fails to consent to such firm offer within fifteen (15)
      calendar days after its receipt of such notice, the Indemnified Party may
      continue to contest or defend such Third Party Claim and, in such event, the
      maximum liability of the Indemnifying Party as to such Third Party Claim will
      not exceed the amount of such settlement offer, plus costs and expenses paid
      or
      incurred by the Indemnified Party through the end of such fifteen (15) day
      period.

    


    (f) Any
      judgment entered or settlement agreed upon in the manner provided herein shall
      be binding upon the Indemnifying Party, and shall conclusively be deemed to
      be
      an obligation with respect to which the Indemnified Party is entitled to prompt
      indemnification hereunder.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    12.4. -Failure
      to Give Timely Notice.
      A
      failure by an Indemnified Party to give timely, complete or accurate notice
      as
      provided in Section
      12.3
      will not
      affect the rights or obligations of any
      party
      hereunder except and only to the extent that, as a result of such failure,
      any
      party entitled to receive such notice was deprived of its right to recover
      any
      payment under its applicable insurance coverage or was otherwise directly and
      materially damaged as a result of such failure to give timely
      notice.

    


    12.5. Survival.
      Notwithstanding anything contained to the contrary in this Agreement, all
      representations and warranties of the parties hereto contained in or arising
      out
      of the Transaction Documents, or in any schedule or certificate given in
      connection herewith and therewith, shall survive the Closing and shall continue
      in effect until the twenty-four (24) month anniversary of the Closing Date;
      provided,
      however,
      that
      the representations and warranties set forth in Sections 4.2,
      4.4, 4.6, 4.8, 4.12, 4.15 and
      4.19 shall
      survive until the expiration of all applicable statutes of limitation. Unless
      a
      specified period is set forth in this Agreement (in which event such specified
      period will control),
      all covenants and indemnities contained in this Agreement will survive the
      Closing and remain in effect indefinitely.

    


    12.6. Right
      of Offset.
      If any
      Selling Party is the Indemnifying Party and fails to make any payment as
      contemplated by this Article
      XII,
      or
      shall fail to make any payment when due under the terms of any of the
      Transaction Documents, then Buyer may elect to offset such amount against any
      amount due and owing by the New LP to Seller or the Family Limited Partnership
      pursuant to the terms of the Partnership Agreement
      (including, without limitation, any distributions payable to Seller or the
      Family Limited Partnership). 

    


    12.7 Limitations.
      Notwithstanding anything in Article
      XI to
      the
      contrary, the following shall apply:

    


    (a) The
      aggregate amount of the Losses required to be paid by the Selling Parties
      pursuant to Section
      12.1(a)
      and
Section
      12.1(f)
      hereof
      shall not exceed the Purchase Price. 

    


    (b) The
      Buyer
      Indemnified Parties shall be entitled to indemnification under Section
      12.1(a)
      and
Section
      12.1(f)
      only if
      the aggregate amount of all Losses thereunder (on a cumulative basis) exceeds
      Fifty Thousand and No/Dollars ($50,000) (the “Basket
      Amount”),
      in
      which case the Selling Parties shall be obligated to indemnify the Buyer
      Indemnified Parties only for the excess of the aggregate amount of all such
      Losses over the Basket Amount.

    


    (c) The
      Seller Indemnified Parties shall be entitled to indemnification under
Section
      12.2(a)
      and
Section
      12.2(b)
      only if
      the aggregate amount of all Losses thereunder (on a cumulative basis) exceeds
      the Basket Amount, in which case Buyer shall be obligated to indemnify the
      Seller Indemnified Parties only for the excess of the aggregate amount of all
      such Losses over the Basket Amount.

     

    ARTICLE
      XIII.

    MISCELLANEOUS

     

    13.1. Definitions.  For
      purposes of this Agreement, the following terms have the meaning set forth
      below:

    


    “Affiliate”
means
      an affiliate as defined in Rule 405 under the Securities Act of 1933, as
      amended, and includes any past and present Affiliate of a Person; provided that
      with
      respect to determining any Affiliate of Buyer, such Affiliates shall include,
      without limitation, NovaMed, Inc. and any of its subsidiaries.

    


    “Closing”
and
      “Closing
      Date”
shall
      have the respective meanings set forth in Section
      7.1.

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

    

    “Code”
means
      the Internal Revenue Code of 1986, as amended.

    


    “Employee
      Benefit Plans”
shall
      have the meaning set forth in Section
      4.19.

    


    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended.

    


    “Facility”
means
      the Medicare-certified, state-licensed ambulatory surgery center located at
      5313
      McPherson Road, Laredo, Texas 78041.

    


    “Fraud
      and Abuse Laws”
means
      all fraud and abuse laws promulgated under Section 1128(b) of the Social
      Security Act, 42 U.S.C. Section 1320a-7(b) and Section 1877 of the Social
      Security Act, 42 U.S.C. Section 1877, and all rules and regulations promulgated
      thereunder; any other federal, state or local law relating to the referral
      of
      patients to medical facilities owned by providers of medical services; and
      all
      federal statutes (whether set forth in Title XVIII of the Social Security Act
      or
      elsewhere) affecting the health insurance program for the aged and disabled
      established by Title XVIII of the Social Security Act and any statues succeeding
      thereto, together with all rules and regulations promulgated
      thereunder.

    


    “Hazardous
      Materials”
means
      (a) hazardous materials, hazardous substances, extremely hazardous substances
      or
      hazardous wastes, as those terms are defined by the Comprehensive Environmental
      Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource
      Conservation and Recovery Act, 42 U.S.C. §6901 et seq., and any other
      Environmental and Safety Requirements; (b) petroleum, including crude oil or
      any
      fraction thereof which is liquid at standard conditions of temperature and
      pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute);
      (c)
      any radioactive material, including any source, special nuclear, or by-product
      material as defined in 42 U.S.C. §2011 et seq.; (d) asbestos in any form or
      condition; and (e) any other material, substance or waste to which liability
      or
      standards of conduct may be imposed under any Environmental and Safety
      Requirements.

    


    “Liens”
means
      any claims, liens, charges, restrictions, options, preemptive rights, mortgages,
      hypothecations, assessments, pledges, encumbrances or security interests of
      any
      kind or nature whatsoever.

    


    “Material
      Adverse Effect”
means,
      with respect to any Person, a material adverse effect on the business,
      prospects, financial condition or results of operations of such Person or any
      of
      its subsidiaries, taken as a whole.

    


    “Medical
      Records”
shall
      mean all medical records of patients treated at the Facility, including, without
      limitation, any and all medical charts, files, notes, transcripts, x-ray files,
      lab reports, other diagnostic information or materials, insurance information,
      billing and payment statements or records of any kind, explanations of benefits,
      and other information of or relating to any patient treated at the Facility,
      of
      any kind and in any form whatsoever; provided that
      Medical
      Records shall be limited to the records of the Facility and will not include
      records of the provider of professional medical services. 

    


    “Person”
means
      any individual, sole proprietorship, partnership, joint venture, trust,
      undertaking, unincorporated association, corporation, entity, organization
      or
      Governmental Authority.

    


    “Review
      Date”
shall
      mean December 31, 2005.

    


    “Tax”
means
      any federal, state, local or foreign income, gross receipts, franchise,
      estimated, alternative minimum, add-on minimum, sales, use, transfer,
      registration, value added, excise, natural resources, severance, stamp,
      occupation, premium, windfall profit, environmental, customs, duties, real
      property, personal property, capital stock, social security, unemployment,
      disability, payroll, license, employee or other withholding, or other tax,
      of
      any kind whatsoever, including any interest, penalties or additions to tax
      or
      additional amounts in respect of the foregoing; the foregoing shall include
      any
      transferee or secondary liability for a Tax and any liability assumed by
      agreement or arising as a result of being (or ceasing to be) a member of any
      Affiliated Group, as defined in Section 1504 of the Code (or being included,
      or
      required to be included, in any Tax Return relating thereto).

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

    

    “Tax
      Returns”
means
      returns, declarations, reports, claims for refund, information returns or other
      documents (including any related or supporting Schedules, statements or
      information) filed or required to be filed in connection with the determination,
      assessment or collection of any Taxes of any party or the administration of
      any
      laws, regulations or administrative requirements relating to any
      Taxes.

    


    “Transaction
      Documents”
means
      this Agreement and all agreements and instruments contemplated by and being
      delivered pursuant to or in connection with this Agreement.

     

    13.2. Notices,
      Consents, etc.
      Any
      notices, consents or other communication required to be sent or given hereunder
      by any of the parties shall in every case be in writing and shall be deemed
      properly served if: (a) delivered personally; (b) sent by registered or
      certified mail, in all such
      cases with first class postage prepaid, return receipt requested; (c) delivered
      by a nationally recognized overnight courier service; or (d) sent by facsimile
      transmission to the parties at the addresses as set forth below or at such
      other
      addresses as may be furnished in writing. 

    


    
      	
            	(i)	
              If
                to the Selling Parties:

            


    

    


    Clearview
      Surgical Institute, Ltd.

    5313
      McPherson Road

    Laredo,
      Texas 78041

    Attention: Michael
      A. Hochman, M.D.

    Tel: (956)
      725-4003

    Fax: (956)
      725-4220

    


    Clearview
      Surgical Institute Management LLC

    5313
      McPherson Road

    Laredo,
      Texas 78041

    Attention: Michael
      A. Hochman, M.D.

    Tel: (956)
      725-4003

    Fax: (956)
      725-4220

    


    Michael
      A. Hochman, M.D. 

    304
      Emerald Lake Drive

    Laredo,
      Texas 78043

    Tel: (956)
      795-8310

    Fax: (956)
      795-8313

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

    

    with
      a
      copy to:

    


    Irwin
      D.
      Zucker

    Davidson
      & Troilo

    7550
      IH-10 West, Suite 800

    San
      Antonio, Texas 78229

    Tel:
       (210)
      349-6484

    Fax: (210)
      349-0041

    


    
      	
            	(ii)	
              If
                to Buyer:

            


    

    


    NovaMed
      Acquisition Company, Inc.

    NovaMed
      of Laredo, Inc.

    980
      North
      Michigan Avenue

    Suite
      1620

    Chicago,
      Illinois 60611

    Attention: Thomas
      S.
      Hall 

                       
      John
      W.
      Lawrence, Jr.

    Tel: (312)
      664-4100 

    Fax: (312)
      664-4250 

    


    Date
      of
      service of such notice shall be: (A) the date such notice is personally
      delivered; (B) three (3) days after the date of mailing if sent by certified
      or
      registered mail; (C) one (1) day after date of delivery to the overnight courier
      if sent by overnight courier; or (D) the next succeeding business day after
      transmission by facsimile.

    


    13.3. Certain
      Taxes.
      The
      Selling Parties will (on a joint and several basis) pay all transfer taxes
      and
      other taxes and charges, if any (except for any sales taxes and income tax
      of
      Buyer and its Affiliates),
      which may become payable in connection with the transactions contemplated by
      this Agreement.

    


    13.4. Remedies
      Not Exclusive.
      No
      remedy conferred by any of the specific provisions of this Agreement or the
      Transaction Documents is intended to be exclusive of any other remedy. Each
      such
      remedy shall be cumulative, and in addition to every other such remedy or any
      other remedy existing at law or in equity.

    


    13.5. Severability
      and Reformation.
      The
      unenforceability or invalidity of any provision of this Agreement shall not
      affect the enforceability or validity of any other provision. If any
      of the
      transactions contemplated herein or provisions hereof violates any applicable
      law, then the parties
      hereto agree to negotiate in good faith such changes to the structure and terms
      of the transactions provided for in this Agreement or the Transaction Documents
      as may be necessary to make these transactions, as restructured, lawful under
      applicable laws and regulations, without materially disadvantaging either party.
      The parties to this Agreement shall execute and deliver all documents or
      instruments necessary to effect or evidence the provisions of this Section
      13.5.

    


    13.6. Amendment
      and Waiver.
      This
      Agreement may be amended, or any provision of this Agreement may be waived;
      provided that
      any such
      amendment or waiver will be binding on a party hereto only if such amendment
      or
      waiver is set forth in a writing executed by such party.
      The
      waiver by any party hereto of a breach of any provision of this Agreement shall
      not operate or be construed as a waiver of any other breach.

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

    

    13.7. Counterparts.
      This
      Agreement may be executed simultaneously via facsimile or otherwise in two
      or
      more counterparts, each of which shall be deemed an original but all of which
      together shall constitute one and the same agreement and shall become effective
      when one or more counterparts have been signed by each of the parties hereto
      and
      delivered to the other.

    


    13.8. Expenses.
      Except
      as otherwise specifically provided herein, each of the parties shall pay all
      costs and expenses incurred or to be incurred by it,
      him
      or her, as the case may be, in negotiating and preparing this Agreement and
      in
      closing and carrying out the transactions contemplated by this
      Agreement.

    


    13.9. Construction.
      This
      Agreement shall be construed and enforced in accordance with, and all questions
      concerning the construction, validity, interpretation and performance
      of this
      Agreement shall be governed by, the laws of the State of Illinois, without
      giving effect to provisions thereof regarding conflict of laws.

    


    13.10. Headings.
      The
      subject headings of Articles and Sections of this Agreement are included for
      purposes of convenience only and shall not affect the construction or
      interpretation of any of its provisions.

    


    13.11. Assignment.
      This
      Agreement may not be assigned by any Selling Party without the prior written
      consent of Buyer. 

    


    13.12. Mediation
      and Arbitration.
      Except
      as expressly set forth herein, the parties hereto agree that any and all
      controversies, disputes or claims arising out of or in connection with this
      Agreement shall be solely and exclusively resolved in accordance with this
      Section
      13.12
      and not
      in any court of law or equity. The parties hereto shall first try in good faith
      to settle the dispute by mediation under the Commercial Mediation Rules of
      the
      American Arbitration Association (“AAA”)
      (such
      mediation session to be held in San Antonio, Texas, and to commence within
      thirty (30) days after the appointment of the mediator by the AAA). If the
      controversy, claim or dispute cannot be settled by mediation, then by
      arbitration administered by the AAA under its Commercial Arbitration Rules
      (such
      arbitration to be held in San Antonio, Texas before a single arbitrator mutually
      agreed upon by Buyer and Seller and to commence within thirty (30) days after
      the appointment of the arbitrator by the AAA), and judgment on the award
      rendered by the arbitrator may be entered in any court having jurisdiction
      thereof. Notwithstanding the foregoing, nothing herein shall limit Buyer’s
      rights to seek and obtain injunctive relief, specific performance or other
      equitable relief in any proceeding commenced in a federal or state court which
      may be brought to enforce any provision in Article
      XI
      hereof.


    


    13.13. -Entire
      Agreement.
      This
      Agreement, the Preamble and all the Schedules attached to this Agreement (all
      of
      which shall be deemed incorporated in the Agreement and made a part hereof)
      set forth the entire understanding of the parties with respect to the subject
      matter hereof, and shall not be modified or affected by any offer, proposal,
      statement or representation, oral or written, made by or for any party in
      connection with the negotiation of the terms hereof, and may be modified only
      by
      instruments signed by all of the parties hereto.

    


    13.14. Third
      Parties.
      Nothing
      herein expressed or implied is intended or shall be construed to confer upon
      or
      give to any Person, other than the parties to this Agreement and
      their respective
      permitted successors and assigns, any rights or remedies under or by reason
      of
      this Agreement.

    


    13.15. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties hereto to express their mutual intent, and no rule of strict
      construction will be applied against any party hereto.

    


    13.16 Public
      Announcement.
      The
      Selling Parties acknowledge that Buyer intends to publicly announce the
      transactions contemplated herein, whether through a press release, a filing
      with
      the Securities and Exchange Commission, or some other form or medium selected
      by
      Buyer.

    


    [SIGNATURES
      APPEAR ON THE FOLLOWING PAGE]

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Asset Contribution and Exchange Agreement as of
      the
      date first written above. 

     

    
      	BUYER: 	 
	 	 
	NOVAMED ACQUISITION COMPANY,
              INC., 	NOVAMED OF LAREDO,
              INC., 
	a Delaware
              corporation 	a Delaware
              corporation 
	 	 
	 	 
	By:/s/
              Thomas S. Hall 	By:/s/
              Thomas S. Hall 
	
              Thomas
                S. Hall, President 

            	
              Thomas
                S. Hall, President 

            
	 	 
	SELLING
              PARTIES: 	 
	 	 
	CLEARVIEW SURGICAL INSTITUTE,
              LTD., 	CLEARVIEW SURGICAL INSTITUTE
              MANAGEMENT, LLC,  
	a Texas limited
              partnership 	a Texas limited liability
              company 
	 	 
	By its General Partner: 	 
	 	 
	
              CLEARVIEW
                SURGICAL INSTITUTE  MANAGEMENT
                LLC., 

            	By:/s/
              Michael A. Hochman 
	
              a
                Texas limited  liability
                company 

            	
              Its:
                President 

            
	 	 
	
              By:/s/
                Michael A. Hochman 

            	 
	
              Its:
                President 

            	 
	 	 
	 	 
	/s/ Michael A. Hochman 	 
	
              MICHAEL
                A. HOCHMAN, M.D., Individually 

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	EXHIBITS 	 	 
	 	 	 
	Exhibit 1.1 	
              — 

            	Certificate of Limited
              Partnership 
	Exhibit 1.2 	
              — 

            	Contribution Agreement 
	Exhibit 1.6 	
              — 

            	Clearview Distribution
              Agreement 
	Exhibit 1.7 	
              — 

            	FLP Contribution Agreement 
	Exhibit 3.2 	
              — 

            	Wire Transfer Instructions 
	Exhibit 7.3(b) 	
              — 

            	Partnership Agreement 
	Exhibit 7.3(f) 	
              — 

            	Assignment of Partnership
              Interests 
	Exhibit 7.3(p) 	
              — 

            	Excimer Laser Sublease 
	Exhibit 7.3(q) 	
              — 

            	Billing Agreement 
	Exhibit 7.4(e) 	
              — 

            	Management Agreement 
	 	 	 
	SCHEDULES* 	 	 
	 	 	 
	Schedule 1.2(a) 	
              — 

            	Inventory on Consignment 
	Schedule 1.2(b) 	
              — 

            	Personal Property 
	Schedule 1.2(c) 	
              — 

            	Prepaid Expenses 
	Schedule 1.3(g) 	
              — 

            	Excluded Assets/Personal
              Effects 
	Schedule 1.3(h) 	
              — 

            	Retinal Laser 
	Schedule 1.4(a) 	
              — 

            	Accounts Payable 
	Schedule 4.2 	
              — 

            	Liens and Encumbered
              Assets 
	Schedule 4.3 	
              — 

            	Approvals 
	Schedule 4.5 	
              — 

            	Financial Statements 
	Schedule 4.6 	
              — 

            	Undisclosed Liabilities 
	Schedule 4.9 	
              — 

            	Material Contracts/Assumed
              Contracts 
	Schedule 4.10 	
              — 

            	Leased Real Property 
	Schedule 4.11 	
              — 

            	Litigation 
	Schedule 4.12(b) 	
              — 

            	Licenses and Permits 
	Schedule 4.14 	
              — 

            	Conduct of Business 
	Schedule 4.16 	
              — 

            	Employee Names and
              Compensation 
	Schedule 4.17	
              — 

            	
              Insurance 

            
	Schedule 4.18	
              — 

            	
              Affiliate
                Transactions 

            
	Schedule 4.19 	
              — 

            	Employee Benefit Plans 
	Schedule 4.20 	
              — 

            	Personnel Agreements, Plans and
              Arrangements 
	Schedule 4.22 	
              — 

            	Workers Compensation 
	Schedule 4.23(a) 	
              — 

            	Accounts Receivable 
	Schedule 4.26 	
              — 

            	Rates and Reimbursement
              Policies 
	Schedule 5.5 	
              — 

            	Broker 
	Schedule 6.2(a) 	
              — 

            	Continuing
              Employees 


    

     

    *
      NovaMed, Inc. agrees to furnish supplementally a
      copy of any omitted schedule to the Securities and Exchange Commission upon
      request.