THE 2000 STOCK BENEFIT PLAN

                                       OF

                                  NovaMed, Inc.



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                  The 2000 Stock Benefit Plan Of NovaMed, Inc.

         NovaMed, Inc., a Nevada corporation (the "Company"),  hereby adopts The
2000 Stock Benefit Plan of NovaMed, Inc. (the "Plan") this 18th day of February,
2000. Under the Plan, the Company may issue shares of the Company's common stock
or grant  options to acquire the Company's  common stock,  par value $0.001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein  ("Options").  In addition,  at the
discretion  of the Board of Directors,  shares of the Company's  common stock or
Options to acquire  shares of the  Company's  common stock may be granted  under
this Plan to other  individuals,  including  consultants or advisors who are not
employees of the Company or its  subsidiaries,  but contribute to the success of
the  Company or its  subsidiaries,  provided  that bona fide  services  shall be
rendered by consultants and advisors and such services must not be in connection
with the offer or sale of  securities  in a  capital-raising  transaction  or in
conjunction with the promotion of the Company's stock.

1. Purpose of the Plan.  The Plan is intended to aid the Company in  maintaining
and developing a management team,  attracting  qualified  officers and employees
capable of assuring  the future  success of the  Company,  and  rewarding  those
individuals who have contributed to the success of the Company.  The Company has
designed  this  Plan to aid it in  retaining  the  services  of  executives  and
employees and in attracting new personnel when needed for future  operations and
growth and to provide such  personnel  with an incentive to remain  employees of
the Company,  to use their best efforts to promote the success of the  Company's
business,  and to  provide  them with an  opportunity  to obtain or  increase  a
proprietary  interest in the Company.  It is also designed to permit the Company
to  reward  those  individuals  who are not  employees  of the  Company  but who
management  perceives to have  contributed  to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of stock and/or options. The plan is
not subject to the provision of the Employee  Retirement  Income Security Act of
1974, as amended  ("ERISA"),  nor qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code").

 2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's  Board of Directors (the "Board").  The address of the Board is
c/o NovaMed,  Inc., 623 Hoover Street  Minneapolis,  Minnesota 55413,  telephone
number (612) 378-1437.  Subject to compliance with applicable  provisions of the
governing  law, the Board may delegate  administration  of this Plan or specific
administrative  duties  with  respect  to this  Plan on such  terms  and to such
committees  of the  Board  as it  deems  proper  (hereinafter  the  Board or its
authorized  committee  shall  be  referred  to as  "Plan  Administrators").  The
interpretation  and  construction  of  the  terms  of  this  Plan  by  the  Plan
Administrators  thereof shall be final and binding on all  participants  in this
Plan  absent  a  showing  of   demonstrable   error.   No  member  of  the  Plan
Administrators  shall be liable for any action  taken or  determination  made in
good faith with respect to this Plan. Any Option  approved by a majority vote of
those Plan  Administrators  attending a duly and properly  held meeting shall be
valid.  Any Option  approved  by the Plan  Administrators  shall be  approved as
specified by the Board at the time of delegation.

3. Shares of Stock  Subject to this Plan. A total of One Million  Three  Hundred
Fifteen  Thousand  (1,315,000)  shares  of Stock  may be  subject  to, or issued
pursuant to this Plan.  If any right to acquire Stock granted under this Plan is
exercised by the delivery of shares of Stock or the  relinquishment of rights to
shares of Stock, only the net shares of Stock issued (the shares of stock issued
less the shares of Stock  surrendered)  shall count  against the total number of
shares reserved for issuance under the terms of this Plan.

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4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan,  the Company  will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires.  The
Company may reserve  either  authorized  but  unissued  shares or issued  shares
reacquired by the Company.

5. Eligibility.  The Plan Administrators may grant shares of stock or Options to
employees,  officers, and directors of the Company and its subsidiaries,  as may
be existing from time to time, and to other individuals who are not employees of
the Company or its subsidiaries,  including  consultants and advisors,  provided
that such  consultants  and advisors render bona fide services to the Company or
its subsidiaries and such services are not rendered in connection with the offer
or sale of securities in a  capital-raising  transaction.  In any case, the Plan
Administrators  shall  determine,  based on the  foregoing  limitations  and the
Company's best interests, which employees, officers, directors,  consultants and
advisors  are  eligible to  participate  in this Plan.  Options  shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, under the provisions of this Plan.

6.       Term of Options and Certain Limitations on Right to Exercise.
         -------------------------------------------------------------

          a.  Each  Option  shall  have  its  term   established   by  the  Plan
          Administrators at the time the Option is granted.

          b. The term of the Option, once it is granted,  may be reduced only as
          provided for in this Plan and under the express written  provisions of
          the Option.

          c. Unless otherwise specifically provided by the written provisions of
          the  Option  or  required  by  applicable  disclosure  or other  legal
          requirements  promulgated by the  Securities  and Exchange  Commission
          ("SEC"),   no   participant   of  this   Plan  or  his  or  her  legal
          representative, legatee, or distributee will be, or shall be deemed to
          be, a holder of any shares  subject to an Option unless and until such
          participant  exercises his or her right to acquire all or a portion of
          the  Stock   subject  to  the  Option  and   delivers   the   required
          consideration to the Company in accordance with the terms of this Plan
          and then only as to the number of shares of Stock acquired.  Except as
          specifically  provided  in  this  Plan  or as  otherwise  specifically
          provided by the written provisions of the Option, no adjustment to the
          exercise  price or the number of shares of Stock subject to the Option
          shall be made for  dividends or other rights for which the record date
          is prior to the date on which  the  Stock  subject  to the  Option  is
          acquired by the holder.

          d. Options shall vest and become exercisable at such time or times and
          on such terms as the Plan  Administrators may determine at the time of
          the grant of the Option.

          e. Options may contain  other  provisions,  including  further  lawful
          restrictions  on the vesting  and  exercise of the Options as the Plan
          Administrators may deem advisable.

          f. An option may never be exercised after the expiration of its term.

          g. Options  shall be  non-transferable,  except by the laws of descent
          and distribution.

7. Exercise Price.  The Plan  Administrators  shall establish the exercise price
payable to the  Company  for shares to be  obtained  pursuant  to Options  which
exercise price may be amended from time to time as the Plan Administrators shall
determine.



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8. Payment of Exercise Price.  The exercise of any Option shall be contingent on
receipt by the Company of the exercise  price paid in either cash,  certified or
personal check payable to the Company.

9. Withholding.  If the grant or exercise of an Option is subject to withholding
or other trust fund payment  requirements of the Internal  Revenue Code of 1986,
as amended (the  "Code"),  or applicable  state or local laws,  the Company will
initially  pay the  Optionee's  liability  and will be reimbursed by Optionee no
later than six months after such liability  arises and Optionee hereby agrees to
such reimbursement terms.

10.  Dilution or Other  Adjustment.  The shares of Common Stock  subject to this
Plan and the exercise price of outstanding  Options are subject to proportionate
adjustment  in the event of a stock  dividend on the Common Stock or a change in
the number of issued  and  outstanding  shares of Common  Stock as a result of a
stock split,  consolidation,  or other  recapitalization.  The  Company,  at its
option, may adjust the Options, issue replacements, or declare Options void.

11.  Options to Foreign  Nationals.  The Plan  Administrators  may,  in order to
fulfill the purpose of this Plan and without  amending this Plan,  grant Options
to foreign  nationals or individuals  residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the  Options  made to United  States  residents  in order to  recognize
differences  among the  countries  in law, tax policy,  and custom.  Such grants
shall  be made in an  attempt  to give  such  individuals  essentially  the same
benefits as contemplated  by a grant to United States  residents under the terms
of this Plan.

12.  Listing and  Registration  of Shares.  Each Option  shall be subject to the
requirement  that if at any time the Plan  Administrators  shall  determine,  in
their sole discretion,  that it is necessary or desirable to list, register,  or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental  agency or
regulatory  body as a condition of, or in connection  with, the granting of such
Option or the issuance or purchase of shares thereunder,  such Option may not be
exercised  in whole or in part  unless  and until  such  listing,  registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13.  Expiration  and  Termination  of this Plan.  This Plan may be  abandoned or
terminated  at any time by the Plan  Administrators  except with  respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 1,315,000th share is issued hereunder.

14.  Amendment of this Plan.  This Plan may not be amended more than once during
any six month  period,  other  than to comport  with  changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder.  The Plan  Administrators  may  modify  and  amend  this Plan in any
respect;  provided,  however,  that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable  provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.

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ATTEST:

Ruairidh Campbell, President and Director


/s/ Ruairidh Campbell
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Feb. 29, 2000
-----------------------
Date



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