SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                         Commission File Number: 0-26625

                              NOVAMED EYECARE, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                    36-4116193
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

         980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611
               (Address of principal executive offices) (zip code)

       Registrant's telephone number, including area code: (312) 664-4100

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                                (Title of Class)

                         Preferred Stock Purchase Rights
                                (Title of Class)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |_| No |X|

      The aggregate market value of the registrant's 19,339,400 shares of voting
stock held by non-affiliates of the registrant, based upon the last reported
sale price of the registrant's Common Stock on June 28, 2002 was $14,117,762.
The number of shares outstanding of the registrant's Common Stock, par value
$.01, as of April 4, 2003 was 21,439,553.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant's Definitive Proxy Statement in connection with
the registrant's 2003 Annual Meeting of Stockholders are incorporated by
reference into Part III of this Report on Form 10-K.


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--------------------------------------------------------------------------------

                                     PART I

      This Annual Report on Form 10-K (the "Form 10-K") contains, and
incorporates by reference, certain "forward-looking statements" (as such term is
defined in Section 21E of the Securities Exchange Act of 1934, as amended) that
reflect our current expectations regarding our future results of operations,
performance and achievements. These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. We have tried, wherever possible, to identify these forward-looking
statements by using words such as "anticipates," "believes," "estimates,"
"expects," "plans," "intends" and similar expressions. These statements reflect
our current beliefs and are based on information currently available to us.
Accordingly, these statements are subject to certain risks, uncertainties and
contingencies that could cause our actual results, performance or achievements
in 2003 and beyond to differ materially from those expressed in, or implied by,
such statements. These risks and uncertainties include: our ability to acquire,
develop or manage a sufficient number of profitable surgical facilities; reduced
prices and reimbursement rates for surgical procedures; our ability to access
capital to pursue our growth strategy; our ability to maintain successful
relationships with the physicians who use our surgical facilities; our future
profitability could decrease because of existing agreements with physicians that
may require us to sell additional equity interests in our ASCs at varying future
intervals; the application of existing or proposed government regulations, or
the adoption of new laws and regulations, that could limit our business
operations and require us to incur significant expenditures; the continued
acceptance of laser vision correction and other refractive surgical procedures;
and demand for elective surgical procedures generally and in response to a
protracted economic downturn. These factors and others are more fully set forth
under "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Risk Factors." You should not place undue reliance on
any forward-looking statements. We undertake no obligation to update or revise
any such forward-looking statements that may be made to reflect events or
circumstances after the date of this Form 10-K or to reflect the occurrence of
unanticipated events.

      Unless the context requires otherwise, you should understand all
references to "we," "us" and "our" to include NovaMed Eyecare, Inc. and its
consolidated subsidiaries.

Item 1. Business

General

      We are an eye care services company and an owner and operator of
ambulatory surgery centers (ASCs). Our primary focus and strategy is to acquire,
develop and operate ambulatory surgery centers in joint ownership with
physicians throughout the United States. We own and operate sixteen ASCs.
Currently, all of our ASCs are single-specialty ophthalmic surgical facilities
where eye care professionals perform surgical procedures - primarily cataract
and refractive surgery (laser vision correction or LVC). Most of our ASCs are
also practice-based facilities - meaning that they are located adjacent to or
near a physician practice. We own a majority interest in eleven of our ASCs,
with physicians owning the remaining equity interests. We currently own all of
the equity interests in our other five ASCs; however, in the future we may
either elect, or be required pursuant to existing agreements, to sell to
physicians a minority interest in these facilities.

      We are also a party to nine fixed-site laser agreements pursuant to which
we provide excimer lasers and other services to eye care professionals for their
use in performing laser vision correction surgery.

      We also own and operate an optical products and services organization that
sells: corrective lenses and eyeglasses produced by our two wholesale optical
laboratories; eyeglass frames and contact lenses purchased from manufacturers by
our optical products purchasing organization; and marketing products and
services.


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<PAGE>

      In addition to our surgical facilities and optical products businesses, we
also continue to provide management services to four eye care practices pursuant
to long-term service agreements. Under these service agreements, we provide
business, information technology, administrative and financial services to our
affiliated providers in exchange for a management fee.

      We were originally organized as a Delaware limited liability company in
March 1995, under the name, NovaMed Eyecare Management, LLC. In connection with
a capital infusion from venture capital investors in November 1996, NovaMed
Holdings Inc., an Illinois corporation, was formed to serve as a holding
company, responsible for overall strategic planning, with NovaMed Eyecare
Management, LLC as our principal operating subsidiary. In May 1999, NovaMed
Holdings Inc. reincorporated as a Delaware corporation and changed its name to
NovaMed Eyecare, Inc. In June 1999, we changed the name of our principal
operating subsidiary to NovaMed Eyecare Services, LLC. In August 1999, we
consummated our initial public offering of common stock.

Information Available

      Our corporate headquarters are located at 980 North Michigan Avenue, Suite
1620, Chicago, Illinois 60611, and our website is www.novamed.com. We file
annual, quarterly, and current reports, proxy statements, and other documents
with the Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934 (the "Exchange Act"). The public may read and copy any
materials that we file with the SEC at the SEC's Public Reference Room at 450
Fifth Street, NW, Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Also, the SEC maintains an Internet website that contains reports, proxy and
information statements, and other information regarding issuers, including us,
that file electronically with the SEC. The public can obtain any documents that
we file with the SEC at http://www.sec.gov.

      We also make available free of charge on or through our Internet website
(http://www.novamed.com) our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those
reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon
as reasonably practicable after we electronically file such materials with, or
furnish them to, the SEC.

Discontinued Operations

      In October 2001, we announced our intentions to discontinue our management
services business. In assessing our overall business, our Board of Directors
determined that we should focus our business strategy primarily on the
acquisition, growth and development of surgical facilities. Our surgical
facilities segment has historically been more efficient than our other business
segments, requiring relatively lower operating costs and producing our highest
operating margins. In reviewing our management services business, our Board
determined that, although the segment had been historically profitable, the
returns did not justify the high overhead and capital spending necessary to
operate the business. Beginning in the third quarter of 2001, we have reflected
the management services business as discontinued operations in our financial
statements.

      As part of our discontinued operations plan, beginning in December 2001
and continuing through March 31, 2003, we have negotiated and closed seventeen
divestiture transactions in which we: (a) terminated or assigned the service
agreement with our affiliated practices; (b) terminated or transferred all
employees providing services at these practice locations; (c) closed or
relocated most of our regional business offices; (d) sold practice-based assets
including fixed assets, equipment and accounts receivable; and (e) terminated or
transferred certain corporate employees who provided services primarily to the
management services business. We are still in the process of negotiating
divestiture transactions with two affiliated practices. We will continue to
perform our obligations under our service agreements with these two entities
until they are either terminated through mutually agreed upon transactions or
otherwise transferred.


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<PAGE>

      In the 2002 fourth quarter, we elected to not divest two physician
practices that had been previously included in our discontinued operations plan.
These practices are now included in our continuing operations. One practice is
an optometric practice with an optical retail store located in the Chicago
market. The other practice is primarily an ophthalmology practice with multiple
locations in the southeastern United States.

      In early 2003, we substantially completed our discontinued operations
plan. As of March 31, 2003, we have consummated seventeen of our currently
planned nineteen divestiture transactions. From the seventeen transactions that
we have completed, we have received in the aggregate as of March 31, 2003
approximately $15.6 million in cash proceeds, promissory notes under which
approximately $2.3 million of principal remains payable to us in installments
over periods ranging from one to five years, and approximately 800,000 shares of
our common stock. In addition, the buyers assumed various liabilities, including
equipment and office leases. As part of these transactions, we required our
former affiliated physicians to enter into multi-year restrictive covenants
precluding them from owning and operating ASCs and other licensed surgical
facilities. In addition, depending on the particular characteristics of the
affiliated practice, we entered into multi-year optical products supply
agreements and multi-year refractive service agreements. Under these agreements,
we are continuing to provide services to these practices from our continuing
business segments. Under our refractive service agreements, we have contracted
with the practices to be their exclusive provider of current and future
refractive technology. With our optical products supply agreements, our group
purchasing organization and optical laboratories are the primary providers of
optical products and supplies to these entities.

      In addition to our divestiture transactions, we also sold minority equity
interests in certain of our existing ASCs to various physician-owners of our
former affiliated practices. We sold minority interests in eight ASCs, and also
sold two ASCs entirely. In return, we received in the aggregate approximately
$4.0 million in cash proceeds and approximately 2.7 million shares of our common
stock.

Industry Overview

Ambulatory Surgery Center Industry

      General

      The term "ambulatory surgery" refers to procedures performed on a
nonhospitalized patient who is able to return home the same day. Since the
inception of outpatient surgery centers in the early 1970s, the ambulatory
surgery industry has grown consistently, with almost 3,400 ASCs in business as
of February 2002. Improved surgical techniques and technologies, including
improved anesthesia techniques, have contributed to the expansion of surgical
procedures that can be performed in an ASC. According to SMG Marketing Group
Inc.'s 2002 Outpatient Surgery Center Market Report, an estimated 7.2 million
surgeries were projected to be performed in ASCs in 2002, up an estimated 7.5%
from 2000. Ophthalmology is the largest single type of outpatient surgery,
representing approximately 27% of all outpatient surgeries performed in 2000.

      We believe that the convenience and efficiencies offered by an ASC setting
have also contributed to the growth in ASC procedures. We believe that many
physicians prefer an ASC to a hospital because of greater scheduling
flexibility, faster turnaround time between cases and more efficient nurse
staffing. Patients prefer the experience of a surgical facility dedicated to
their specialized surgery that is free from disruptions or scheduling conflicts
that often arise in hospitals due to emergency procedures or more complex
surgical procedures that run longer than expected. Moreover, we believe third
party payors recognize the cost-effective benefits of outpatient rather than
inpatient surgery.


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<PAGE>

      Eye Care

      The eye care market consists of a large, diverse group of services and
products. The eye care services market includes routine eye examinations as well
as diagnostic and surgical procedures that address complex eye and vision
conditions. The most common conditions addressed by eye care professionals are
nearsightedness, farsightedness and astigmatism. Other frequently treated
conditions include cataracts, glaucoma, macular degeneration and diabetic
retinopathy. Eye and vision conditions are typically treated with surgery,
pharmaceuticals, prescription glasses, contact lenses or some combination of
these treatments. Additional services offered by eye care professionals include
research services for eye care devices or pharmaceuticals being developed or
tested in clinical trials. The optical products market consists of the
manufacture, distribution and sale of optical goods including corrective lenses,
eyeglasses, frames, contact lenses and other optical products and accessories.

      Cataract Surgery. Cataract surgery is currently the most widely performed
surgical procedure in the U.S., with an estimated 2.7 million cataract surgeries
in 2002. Cataract procedures are forecast to grow two to three percent annually
over the next five years. A cataract occurs when the normally transparent lens
of the eye becomes cloudy as part of the aging process. In cataract surgery, the
ophthalmologist removes the clouded natural lens and replaces it with a
synthetic intraocular lens. Cataract surgery is typically performed on an
outpatient basis using local anesthesia, and the procedure time is typically
less than 30 minutes. Cataract procedures are expected to continue to increase
for many years, driven primarily by the aging of the population and the
introduction of improved technologies and surgical techniques. With the vast
majority of cataract surgery patients being over the age of 65, the Medicare
program has been the primary source of reimbursement for cataract surgery
providers. In the U.S., approximately 35 million people are age 65 or older. The
over-65 age group's annual growth rate is projected to reach 2.4 percent by
2007, up from 1 percent in 2002. By 2010, this age group is expected to reach
approximately 40 million.

      Vision Correction Surgery. Approximately 145 million people in the U.S.
require eyeglasses or contact lenses to correct refractive vision conditions
that result from the improper curvature of the cornea. If the cornea's curvature
is not correct, the cornea cannot properly focus the light passing through it
onto the retina, and the person will see a blurred image. The three most common
refractive conditions are:

      o     myopia, commonly referred to as nearsightedness, which is caused by
            a steepening of the cornea, resulting in the blurring of distant
            objects
      o     hyperopia, commonly referred to as farsightedness, which is caused
            by a flattening of the cornea, resulting in the blurring of close
            objects
      o     astigmatism, in which images are not focused on any point due to the
            varying curvature of the eye along different axes, which results in
            a distorted view of images

      New surgical technologies and techniques have been developed over the
years to correct common vision conditions that result from the improper
curvature of the cornea. Laser In-Situ Keratomileusis, or LASIK, was introduced
in 1996, leading to a dramatic increase in the popularity of laser vision
correction surgery. The introduction of LASIK offered significant benefits to
ophthalmologists over preceding refractive surgical techniques such as Radial
Keratotomy, or RK, and the first vision correction surgery that used laser
technology, Photorefractive Keratectomy, or PRK. Relative to the earlier
refractive surgical techniques, the LASIK procedure provides significant
reductions in patient pain or discomfort, patient recovery times ranging from a
few hours after the procedure to two weeks, and reduced complication rates.

      Although the number of vision correction procedures performed in the U.S.
grew rapidly between 1996 and 2000, the number of annual procedures has declined
over the past two years. In 2002, eye care professionals performed an estimated
1.2 million laser vision correction surgery procedures in the U.S., representing
a decrease of approximately twelve percent from 2001.


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<PAGE>

      Optical Products and Services

      While the number of patient options for vision correction has increased
with improved surgical vision correction technologies and techniques, the market
for basic optical goods including corrective lenses, eyeglass frames, contact
lenses and other optical products and accessories, remains a significant market.
We believe the increasing demand for premium products, along with the growing
number of people over the age of 40 (estimated to exceed 130 million people
within the next five years) will fuel the growth in this sector. Eyeglass frames
are typically sold through retail optical outlets located in optometrist and
ophthalmologist clinics, as well as through retail stores.

Our Business Model

      Having substantially completed the divestiture of our management services
business, we are now focused primarily on acquiring, developing and operating
ASCs within new and existing markets. We believe that our experience in
operating single specialty ASCs, when coupled with our management services
experience in working with doctors, will provide our surgeon-partners with an
efficient operating environment to maximize quality patient care.

      Surgical Facilities

      We own and operate 16 single-specialty ASCs, each of which is a
state-licensed and Medicare-certified ASC focused primarily on eye care
procedures. Ophthalmologists perform cataract, laser vision correction and other
eye related surgical procedures in our ASCs. We plan to own and operate our
surgical facilities through joint ownership arrangements in which we will own a
majority interest in the facility and minority equity interests will be held by
physicians living in the ASC's local community. These arrangements will
principally be structured as limited liability companies with one of our
subsidiaries serving as the manager of the entity. In certain instances, we may
own the facility through a limited partnership with one of our subsidiaries
serving as the general partner. Currently, we own majority equity interests in
eleven of our ASCs. We wholly own the remaining five ASCs, but have entered into
option agreements with physicians involving two of the facilities pursuant to
which the doctors may acquire minority interests in these ASCs.

      In addition to owning and operating ASCs, we also are parties to nine
fixed-site laser service agreements pursuant to which we provide excimer lasers
and various services to eye care providers for their use in performing laser
vision correction surgery. In response to the declining demand for laser vision
correction surgery, we closed several laser vision correction centers and
restructured the manner in which we provided this equipment and these services
to minimize our fixed costs. Our excimer lasers are principally now either
located in our ASCs or provided to physicians for use in their medical practices
through these fixed-site laser agreements. As of March 31, 2003, we have
eighteen excimer lasers in service.

      We have a nonexclusive supply agreement with Alcon Laboratories, Inc.
pursuant to which we can procure and utilize excimer lasers and other equipment
manufactured by Alcon. The agreement sets forth pricing terms for our
APEX/Infinity lasers, as well as the procurement and pricing terms for Alcon's
most technologically advanced laser, the LADARVision System. During the term of
this agreement, which expires December 31, 2006, we will pay Alcon monthly based
on the number of procedures performed on each laser, with minimum annual
procedure requirements for each LADARVision System procured under the agreement.
As of March 31, 2003, we have eight LADARVision Systems covered by the
agreement. Alcon may terminate the agreement if we fail, after reasonable cure
periods, to comply with the material terms of the agreement. We may terminate
the agreement if the FDA withdraws or materially restricts its approval of the
use of any laser covered by the agreement or if patent issues or changes render
the lasers unusable. We recently amended this agreement to address a number of
items, most notably: (i) the terms upon which we can purchase from Alcon the
recent FDA-


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approved LADARWave units for use with our existing LADARVision Systems; (ii)
extending the expiration date from February 28, 2006 to December 31, 2006; and
(iii) reducing our minimum annual procedure requirements.

      Product Sales

      We own and operate two full-service wholesale optical laboratories that
specialize in surfacing, finishing and distributing corrective lenses and
eyeglass lenses. Our laboratories have in excess of 500 active customers,
including ophthalmologists, optometrists, opticians and optical retail chains.
Our optical products purchasing organization allows eye care professionals to
purchase optical products through us from more than 100 suppliers. We process
consolidated monthly billing for over 1,000 customers that utilize our
purchasing organization. Customers of these businesses include our former
affiliated doctors who are a party to multi-year optical supply agreements with
us pursuant to which our group purchasing organization and optical laboratories
are the primary providers of optical products and supplies to these doctors.
Generally, these supply agreements will expire between March 2007 and May 2009,
and the product sales revenue generated from these customers in 2002 constituted
less than five percent of our total product sales revenue.

      In addition, our marketing services and products business provides eye
care professionals with a range of products and services including brochures,
videos, advertising and website design, education and training programs, and
consulting services.

      We also have a long-term service agreement with an optometric practice
located in Illinois. The optometric practice also has a retail optical outlet
that sells eyeglasses and other product to patients. We provide all of the
services, facilities and equipment necessary to operate this optometric practice
under a 25-year service agreement. The services include:

      o     billing, collection and cash management services
      o     procuring and maintaining all office space, equipment and supplies
      o     subject to federal and state law, recruiting, employing, supervising
            and training all non-professional personnel
      o     assisting in recruiting additional doctors
      o     all administrative and support services
      o     information technology services

      Other

      We have a 40-year service agreement in place with an ophthalmology
practice with multiple locations in Georgia and Tennessee. We provide all of the
services, facilities and equipment necessary to operate this medical practice,
including services identical in nature to those described above with respect to
our Illinois affiliated optometric practice. We also have a five-year
administrative services agreement with a former affiliated practice under which
we provide limited administrative and financial services to the practice.

      Our affiliated eye care professionals provide a wide range of eye care
services to patients including basic eye examinations, the diagnosis and
treatment of complex eye conditions and eye surgery, primarily cataract surgery.
Our affiliated eye care professionals currently practice in eye care clinics
that are leased and staffed by us. We also own all of the non-medical assets
used by the clinics, including all equipment and working capital.


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<PAGE>

Our Growth Strategy

Surgical Facilities

      We are focused on acquiring, developing and operating ambulatory surgery
centers. Currently, all of our ASCs are single-specialty ophthalmic surgical
facilities. Although we intend to continue to pursue the acquisition and
development of eye care ASCs, we are also investigating opportunities in other
specialties. The key elements of our growth strategy are:

   o  Acquiring majority interests in ASCs with the existing physician-owners
      retaining a minority ownership position;

   o  Developing newly constructed ASCs through joint ownership arrangements
      with physicians; and

   o  Increasing the revenue and profitability of our existing ASCs.

      Acquiring Majority Interests in ASCs

      Having substantially completed our discontinued operations plan, our
development staff now has the time and resources to identify, evaluate and
negotiate the acquisition of majority interests in ASCs in new or existing
markets. In certain instances, we may also consider acquiring a minority, rather
than a majority, equity interest. The acquisition of a well-established,
single-specialty ASC is an attractive means of entry into a new market,
particularly in states that require a certificate of need, or CON, for
development. In analyzing potential transactions, the evaluation of our
prospective doctor-partners is a critical factor. We recognize that the success
of the targeted ASC is tied directly to the success of our doctor-partners and
their practices. We believe our management services experience greatly enhances
our doctor evaluation process.

      We also assess the target's potential for future growth. We identify
opportunities to add new doctors or surgical procedures, or to improve managed
care participation. We also examine the opportunities to reduce expenses through
improved staff efficiency, better doctor scheduling and reduced supply costs.
Our development staff and operations personnel work closely to formulate a
growth strategy for each newly acquired facility to maximize our return on
investment.

      We currently intend to finance our future acquisitions of equity interests
in ASCs using cash from our existing cash balance, cash generated from our
operations and amounts borrowed under our credit facility. Although we currently
have no borrowings under our credit facility, our existing credit facility
includes limitations on the amount of acquisitions we can complete in the event
our ratio of total debt to earnings exceeds certain thresholds. Our credit
facility expires on June 30, 2003. We are currently in discussions with lenders
regarding the terms of a new credit facility.

      Developing Newly Constructed ASCs

      Our development staff is also responsible for identifying potential
opportunities to build new ASCs with physician partners. These projects involve
the assembly of multiple physicians in a local community that is either
underserved from a facility standpoint, or involve physicians who don't have the
resources, productivity or expertise to construct a facility on their own and
need a corporate partner to help finance, structure and oversee the project.
Generally, development of a new ASC can be an attractive alternative in states
that do not require a CON to build a new center.

      Increasing Revenue and Profitability of our Existing ASCs

      The revenue generated by our existing eye-only ASCs is largely driven by
cataract and laser vision correction surgical procedures performed by a limited
number of ophthalmologists. Revenue growth will be


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derived from an increase in surgical procedures performed at each facility,
whether this increase is from the existing surgeons or new surgeons utilizing
the facility. All of our ASCs currently have the capacity to handle additional
procedures. Given this capacity, we attempt to introduce the benefits of our
facilities to new doctors who may be using other less efficient and convenient
facilities. We believe the efficiency and convenience of an ASC, and the
opportunity to work in facilities affiliated with a national ASC operator with
significant management expertise, are appealing to physicians and their patients
and provides a more attractive setting than hospitals. We also work with our
physicians in identifying new procedures, technologies or equipment to integrate
into our facilities and expanding the scope of surgical services available in a
cost-effective manner. Moreover, with over ninety percent of our ASC revenue
derived from government and private third party payors, we are continuously
evaluating and attempting to increase the levels of our managed care panel
participation.

      Twelve of our sixteen centers are currently accredited by the
Accreditation Association for Ambulatory Health Care, or AAAHC. We believe that
many managed care panels use AAAHC accreditation as a quality benchmark. Because
some managed care panels do not contract with a facility that is not accredited,
we believe our emphasis on having our facilities accredited in certain
competitive managed care markets will maximize our managed care panel
participation and also reflects our commitment to providing high quality patient
care.

      Staffing and medical supply costs are generally an ASC's two largest
expense categories. We analyze staffing schedules and work with surgeons to
schedule surgeries in a manner that maximizes staff efficiency and optimizes
staffing costs. We also have negotiated purchasing contracts with many of our
largest vendors and we educate our doctors on lower cost supply alternatives
that still maintain high patient care standards.

Product Sales

      We believe there are opportunities to grow our optical products and
services business by adding ophthalmologists and optometrists as customers, as
well as offering a broader range of products and services to our existing
customer base.

Competition

      Surgical Facilities. In acquiring and developing ASCs, we compete with
both corporations and surgeons. There are several publicly held and private
companies actively engaged in the acquisition, development and operation of
ASCs. Some of these companies may acquire and develop multi-specialty ASCs,
practice-based ASCs focusing on varying specialties, or a combination of the
two. Moreover, some of these companies have the acquisition and development of
ASCs as their core business, while other competitors are larger, publicly held
companies that have subsidiaries or divisions engaged in this business. Many of
these competitors have greater resources than us. Our primary competitors in
acquiring, owning and operating ASCs are Amsurg Corp., United Surgical Partners
International, Inc., HealthSouth Corporation and Symbion, Inc.

      Product Sales. Our two wholesale optical laboratories face a variety of
national, regional and local competitors. We compete in the optical laboratory
market on the bases of quality of service, breadth of services, reputation and
price.

      In the market for providing optical group purchasing services, we
primarily compete with national and regional buying groups, as well as large
vendors. Competition in this market is based upon service, price, and the
strength of the purchasing organization, including the ability to negotiate
discounts.

      Other. Our management services are provided to eye care professionals
through long-term affiliations. The market for these management services is
fragmented, and we do not face any single, dominant U.S. national competitor.
Eye care professionals may seek a corporate partner to assist them in the growth
and development of their practices, as well as with the day-to-day management
and administration of their businesses. Factors that


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may influence an eye care professional's decision to retain a corporate partner
to provide management services are the corporate partner's experience and scope
and quality of services offered, the eye care professional's need for these
services, and the price for such services.

Employees

      As of March 21, 2003, we had approximately 414 employees, 298 of whom are
full-time employees. We are not a party to any collective bargaining agreements
and we consider our relations with our employees to be good. As part of the
seventeen divestiture transactions closed as of March 21, 2003, we terminated
570 employees, the overwhelming majority of whom have been hired by our former
affiliated practices. Upon consummating all of our contemplated divestiture
transactions and completing our discontinued operations plan, we anticipate
employing approximately 360 employees in connection with our continuing
operations, approximately 260 of whom will be full-time employees. In addition,
approximately 240 of our 360 employees will be staffing our ASCs and affiliated
practices.

Governmental Regulation

      As a participant in the health care industry, our operations are subject
to extensive and increasing regulation by governmental entities at the federal,
state and local levels. Many of these laws and regulations are subject to
varying interpretations, and we believe courts and regulatory authorities
generally have provided little clarification. Moreover, state and local laws and
interpretations vary from jurisdiction to jurisdiction. As a result, we may not
always be able to accurately predict interpretations of applicable law.

      We believe our business practices comply in all material respects with
applicable federal, state and local laws and regulations. If the legal
compliance of any of our activities were challenged, however, we might have to
divert substantial time, attention and resources from running our business to
defend against these challenges regardless of their merit. If we do not
successfully defend these challenges, we might face a variety of adverse
consequences including losing our eligibility to participate in Medicare,
Medicaid or other federal or state health care programs, or losing other
contracting privileges and, in some instances, civil or criminal fines. Any of
these consequences could have a material adverse effect on our business,
financial condition and results of operations.

      The regulatory environment in which we operate may change significantly in
the future. Numerous legislative proposals have been introduced in the U.S.
Congress and in various state legislatures over the past several years that
could cause major reforms of the U.S. health care system. In addition, several
sets of regulations have been recently adopted that may require substantial
changes in the way health care providers operate over the coming years. In
response to new or revised laws, regulations or interpretations, we could be
required to revise the structure of our legal arrangements, repurchase minority
equity interests in our ASCs that are owned by physicians, incur substantial
legal fees, fines or other costs, or curtail our business activities, reducing
the potential profit to us of some of our legal arrangements, any of which could
have a material adverse effect on our business, financial condition and results
of operations.

      The following is a summary of some of the health care regulatory issues
affecting our operations and us.

Federal Law

      Anti-Kickback Statute. The federal anti-kickback statute prohibits the
knowing and willful solicitation, receipt, offer or payment of any direct or
indirect remuneration in return for the referral of patients or the ordering or
purchasing of items or services payable under Medicare, Medicaid or other
federal health care programs. Violations of this statute may result in criminal
penalties, including imprisonment or criminal fines of up to $25,000 per
violation, civil penalties of up to $50,000 per violation plus up to three times
the amount of the underlying remuneration, and exclusion from federal or state
programs including Medicare or Medicaid.


                                       11
<PAGE>

      The federal anti-kickback statute contains a number of exceptions. In
order to address the problems created by the broad language of the statute,
Congress directed the Department of Health and Human Services, or DHHS, to
develop regulatory exceptions, known as safe harbors, to the federal
anti-kickback statute's referral prohibitions. When possible, we have attempted
to structure our business operations within a safe harbor. However, some aspects
of our business either do not meet the prescribed safe harbor standards, or
relate to practices for which no safe harbor standards have been proposed.
Because there is no legal requirement that relationships fit within a safe
harbor, a business arrangement that does not comply with the relevant safe
harbor, or for which a safe harbor does not exist, does not necessarily violate
the anti-kickback statute.

      Included among the safe harbors to the anti-kickback statute are certain
safe harbors for investment interests in general, and for investment interests
in ASCs, specifically. We currently co-own eleven of our ASCs with one or more
physicians, and we will likely co-own with physicians most of the ASCs that we
will acquire in the future. We will also likely be selling interests in our
existing wholly-owned ASCs to physicians in the near- to intermediate-term. It
is unlikely that our co-ownership will meet all of the parameters of the general
investment interest safe harbors or the ASC investment interest safe harbors. As
discussed above, however, an arrangement that does not fit squarely within a
safe harbor is not per se unlawful under the anti-kickback statute. It is our
intent to structure all such co-ownership arrangements in a manner that complies
with as many of the safe harbor components as possible, that meets the
objectives of the anti-kickback statute, and that follows the other available
regulatory guidance regarding ASC co-ownership arrangements to the greatest
extent possible.

      The applicable regulatory authorities have provided little guidance
regarding ASC ownership arrangements that are permissible under the
anti-kickback statute. Based on the limited guidance that is available, we
believe that our joint ownership complies with the anti-kickback law based on,
among other things, the following factors: all of the jointly owned ASCs are
Medicare certified; patients referred to an ASC by an investor are informed of
the referring physician's investment interest in the ASC; the terms on which an
investment interest in the ASC is offered to an investor are not related to the
previous or expected volume of referrals or services by, or other business with,
the investor; neither any of the investors (including us) nor the ASC entity
will loan money to any investors or guarantee debt of any investors incurred to
purchase the investment interest; the return on investment in the ASC is
directly proportional to the investors' investment interests; the ASCs treat
federal health program beneficiaries in a non-discriminatory manner; and the
ASCs are an integral part of the investor-physicians' practices and account for
a significant portion of the investor-physicians' medical practice income.

      Self-Referral Law. Subject to limited exceptions, the federal
self-referral law, known as the "Stark Law," prohibits physicians and
optometrists from referring their Medicare or Medicaid patients for the
provision of "designated health services" to any entity with which they or their
immediate family members have a financial relationship. "Financial
relationships" include both compensation and ownership relationships.
"Designated health services" include clinical laboratory services, radiology and
ultrasound services, durable medical equipment and supplies, and prosthetics,
orthotics and prosthetic devices, as well as seven other categories of services.
Physicians do not currently refer to our ASCs for the provision of "designated
health services" that do not otherwise meet an exception under the Stark Law.

      The Stark law does not prohibit physician ownership or investment
interests in ASCs to which they refer patients. The Centers for Medicare and
Medicaid Services clarified this in the Phase I regulations interpreting the
Stark law by providing that services that would otherwise constitute a
"designated health service," but that are paid by Medicare as part of bundled
rate, will not be considered designated health services for purposes of the
Stark Law. Thus, when an intraocular lens, or IOL, used in cataract surgery is
included in an ASC bundled payment rate, the IOL will not be considered to be a
"designated health service."

      Violating the Stark Law may result in denial of payment for the designated
health services performed,


                                       12
<PAGE>

civil fines of up to $15,000 for each service provided pursuant to a prohibited
referral, a fine of up to $100,000 for participation in a circumvention scheme,
and exclusion from the Medicare, Medicaid and other federal health care
programs. The Stark Law is a strict liability statute. Any referral made where a
financial relationship exists that fails to meet an exception constitutes a
violation of the law.

      Civil False Claims Act. The Federal Civil False Claims Act prohibits
knowingly presenting or causing to be presented any false or fraudulent claim
for payment by the government, or using any false or fraudulent record in order
to have a false or fraudulent claim paid. Violations of the law may result in
repayment of three times the damages suffered by the government and penalties
from $5,000 to $10,000 per false claim. Collateral consequences of a violation
of the False Claims Act include administrative penalties and possible exclusion
from participation in Medicare, Medicaid and other federal health care programs.

      Health Insurance Portability and Accountability Act. In August of 1996,
Congress enacted the Health Insurance Portability and Accountability Act of 1996
(HIPAA). Included within HIPAA's health care reform provisions are its
"administrative simplification" provisions, which require that health care
transactions be conducted in a standardized format, and that the privacy and
security of certain individually identifiable health information be protected.
Proposed rules for many of the administrative simplification subject areas have
been published.

      Final rules covering "Standards for Electronic Transactions and Code Sets"
were published on August 17, 2000, and set forth the standardized billing codes
and formats that we must use when conducting certain health care transactions
and activities. The effective date of these final rules was October 16, 2000.
Compliance with these rules was required by October 16, 2002, but by filing an
extension plan by October 16, 2002, we extended this compliance date to October
16, 2003 for our ASCs and affiliated practices.

      On December 28, 2000, as modified on May 31, 2002 and August 14, 2002, the
DHHS published final rules addressing "Standards for Privacy of Individually
Identifiable Health Information" under HIPAA's administrative simplification
provisions. Compliance with these rules is required by April 14, 2003. These
rules create substantial new compliance issues for all "covered entities"--which
include health care providers, health plans, and health care
clearinghouses--that engage in regulated transactions and activities. Operations
of our ASCs and affiliated practices are covered by the final rules.

      Final rules addressing the "Security Standards" under HIPAA's
administrative simplification provisions were published on February 20, 2003.
Our ASCs and affiliated practices must comply with these regulations by April
21, 2005. Because these rules have been released very recently, we are still in
the process of determining what impact these rules will have on our operations.

      Violations of HIPAA's administrative simplification provisions can result
in civil penalties of up to $25,000 per person per year for each violation or
criminal penalties of up to $250,000 and/or up to 10 years in prison per
violation.

State Law

      Facility Licensure and Certificate of Need. We are required to obtain
licenses from the state departments of health in states where we open or acquire
ASCs. We believe that we have obtained the necessary licenses in states where
licenses are required. With respect to future expansion, we cannot assure you
that we will be able to obtain the required licenses. However, we have no reason
to believe that, in states requiring facility licenses, we will not be able to
obtain these licenses without unreasonable expense or delay.

      Some states require a Certificate of Need, or CON, prior to the
construction or modification of an ASC or the purchase of specified medical
equipment in excess of a dollar amount set by the state. We believe that we have


                                       13
<PAGE>

obtained the necessary CONs in states where a CON is required. However, we
believe courts and state regulatory authorities generally have provided little
clarification as to some of the regulations governing the need for CONs. It is
possible that a state regulatory authority could challenge our determination.
With respect to our future development of new ASCs or expansion of existing
ASCs, we cannot assure you that we will be able to acquire a CON in all states
where a CON is required.

      Anti-Kickback Laws. In addition to the federal anti-kickback law, a number
of states have enacted laws that prohibit payment for referrals and other types
of kickback arrangements. Some of these state laws apply to all patients
regardless of their source of payment, while others limit their scope to
patients whose care is paid for by particular payors.

      Self-Referral Laws. In addition to the Federal Stark Law, a number of
states have enacted laws that require disclosure of or prohibit referrals by
health care providers to entities in which the providers have an investment
interest or compensation relationship. In some states, these restrictions apply
regardless of the patient's source of payment.

      State Privacy Laws. Numerous states have enacted privacy laws that have
similar objectives to the Federal HIPAA privacy regulations. These laws, which
vary from state to state, require that certain protective measures be taken in
connection with the disclosure of a patient's identifying information.

      Corporate Practice of Medicine. A number of states have enacted laws that
prohibit, or have common law that prohibits, the corporate practice of medicine.
These laws are designed to prevent interference in the medical decision-making
process by anyone who is not a licensed physician. Application of the corporate
practice of medicine prohibition varies from state to state. Although we neither
employ physicians nor provide professional medical services, we continue to
provide services to physicians in connection with their performance of surgical
procedures through fixed-site laser agreements and through our remaining
management services agreements. To the extent any act or service to be performed
by us is construed by a court or enforcement agency to constitute the practice
of medicine, we cannot be sure that a particular state court or enforcement
agency may not construe our arrangements as violating that jurisdiction's
corporate practice of medicine doctrine. In such an event, we may be required to
redesign or reformulate our relationships with these eye care professionals and
there is a possibility that some provisions of our agreements may not be
enforceable.

      Fee-Splitting Laws. The laws of some states prohibit providers from
dividing with anyone, other than providers who are part of the same group
practice, any fee, commission, rebate or other form of compensation for any
services not actually and personally rendered. Penalties for violating these
fee-splitting statutes or regulations may include revocation, suspension or
probation of a provider's license, or other disciplinary action. In addition,
courts have refused to enforce contracts found to violate state fee-splitting
prohibitions. The precise language and judicial interpretation of fee-splitting
prohibitions varies from state to state. Courts in some states have interpreted
fee-splitting statutes to prohibit all percentage of gross revenue and
percentage of net profit management fee arrangements. Other state statutes only
prohibit fee splitting in return for referrals. To the extent any of our
contractual arrangements are construed by a court or enforcement agency to
violate the jurisdiction's fee-splitting laws, we may be required to redesign or
reformulate our arrangements and there is a possibility that some provisions of
our agreements may not be enforceable.

Excimer Laser Regulation

      Medical devices, including the excimer lasers used in our ASCs, are
subject to regulation by the U.S. Food and Drug Administration, or the FDA.
Medical devices may not be marketed for commercial sale in the U.S. until the
FDA grants pre-market approval for the device.

      Failure to comply with applicable FDA requirements could subject us or
laser manufacturers to


                                       14
<PAGE>

enforcement action, product seizures, recalls, withdrawal of approvals and civil
and criminal penalties. Further, failure to comply with regulatory requirements,
or any adverse regulatory action, could result in a limitation on or prohibition
of our use of excimer lasers.

Government Regulation - Management Services

      In addition, our management services business in both our continuing and
discontinued operations, and the operations of our affiliated providers, are
also subject to extensive and continuing regulation by governmental entities at
the federal, state and local levels. The following is a summary of the health
care regulatory issues affecting our management services business, both with
respect to our affiliated providers and us:

            Federal Law

      Anti-Kickback Statute. As discussed above, there are safe harbor
regulations to the federal anti-kickback statute. When possible, we have
attempted to structure our management services business and our relationships
with our affiliated providers within a safe harbor. Some aspects of our
management services business, the business of our affiliated providers, and our
relationships with our affiliated providers either do not meet the prescribed
safe harbor standards, or relate to practices for which no safe harbor standards
have been proposed. Because there is no legal requirement that relationships fit
within a safe harbor, a business arrangement that does not comply with the
relevant safe harbor, or for which a safe harbor does not exist, does not
necessarily violate the anti-kickback statute.

      Self-Referral Law. Our affiliated providers provide limited categories of
designated health services, specifically, diagnostic radiology services,
including A-scans and B-scans, and prosthetic devices, including eyeglasses and
contact lenses furnished to patients following cataract surgery. Compensation
arrangements between our affiliated providers and their employers have
historically been structured to comply with the Stark Law.

      Civil False Claims Act. The Federal Civil False Claims Act prohibits
knowingly presenting or causing to be presented any false or fraudulent claim
for payment by the government, or using any false or fraudulent record in order
to have a false or fraudulent claim paid.

      Health Insurance Portability and Accountability Act. The operations of our
affiliated providers are covered by HIPAA. We have taken actions to assist our
remaining affiliated providers with their HIPAA compliance efforts.


                                       15
<PAGE>

            State Law

      State Privacy Laws. State health information privacy laws may also apply
to the activities of our affiliated providers. There is very little guidance
regarding the application of these state privacy laws. We cannot be sure that
the privacy measures taken by our affiliated providers will be construed as
complying with these laws. In the event the privacy measures taken by these
professionals are deemed not to comply with a particular state's health privacy
laws, we may need to incur significant time, effort and expense to establish
compliance.

      Corporate Practice of Medicine Laws. Although we neither employ doctors
nor provide professional medical services, to the extent any portion of the
comprehensive management services that we provide under our service agreements
is construed by a court or enforcement agency to constitute the practice of
medicine, our service agreements provide that our obligations to perform the act
or service is waived. We cannot be sure that a particular state court or
enforcement agency may not construe our arrangements as violating that
jurisdiction's corporate practice of medicine doctrine. In such an event, we may
be required to redesign or reformulate our relationships with our affiliated
providers and there is a possibility that some provisions of our service
agreements may not be enforceable.

      Fee-Splitting Laws. We believe our management fee arrangements differ from
those invalidated as unlawful fee splits because they establish a flat monthly
fee that is subject to adjustment based on the degree to which actual practice
revenues or expenses vary from budget. However, there is some risk that our
arrangements could be construed by a state court or enforcement agency to run
afoul of state fee-splitting prohibitions. Accordingly, all of our service
agreements contain either a reformation provision or a mechanism establishing an
alternative fee structure, or both.

Item 2. Properties

      We do not own any real property. We lease space for our corporate offices
in Chicago, our ASCs and our optical services operations. As part of our
management services business, we also continue to lease the clinics of our
affiliated providers. In some cases, these facilities are leased from related
parties. See "Item 13 - Certain Relationships and Related Transactions." Our
corporate offices in the Chicago metropolitan area currently consist of 12,824
square feet in downtown Chicago, and 10,499 square feet in Des Plaines,
Illinois. We believe that our current corporate facilities are sufficient to
meet our needs for the foreseeable future. Because we have reduced our corporate
personnel as a result of the substantial completion of our discontinued
operations plan, we need less space for our corporate offices. Accordingly, we
are reducing our downtown Chicago office space by 4,674 square feet effective
July 31, 2003, and attempting to sublet approximately 4,500 square feet of our
Des Plaines location.

      The terms and conditions of our real property leases vary. The forms of
lease range from "modified triple net" to "gross" leases, with terms generally
ranging from month-to-month to ten years, with certain leases having multiple
five-year renewal terms at our option. Generally, our ASCs and eye care clinics
are located in medical complexes, office buildings or free-standing buildings.
The square footage of these offices range from less than 100 square feet to
approximately 15,000 square feet, and the terms of these leases have expiration
dates ranging from May 30, 2003 to March 31, 2012. Depending on state licensing
and Certificate of Need issues, addressing capacity constraints in any of our
ASCs in a similar manner may require state regulatory approval.


                                       16
<PAGE>

      The following tables list the locations of our surgical facilities:

                      Medicare-Certified and Licensed ASCs

                                             Number of
                   Location               Operating Rooms
                   --------------------------------------

                   Colorado Springs, CO          2
                   Atlanta, GA                   2
                   Columbus, GA                  3
                   Chicago, IL                   1
                   Maryville, IL                 1
                   River Forest, IL              2
                   Merrillville, IN              2
                   New Albany, IN                2
                   Overland Park, KS             3
                   Thibodaux, LA                 1
                   Florissant, MO                1
                   Kansas City, MO               2
                   St. Joseph, MO                1
                   Chattanooga, TN               1
                   Tyler, TX                     2
                   Richmond, VA                  1

Item 3. Legal Proceedings

      We are not a party to any lawsuits or administrative actions pending, or
to our knowledge, threatened, which we would expect to have a material adverse
effect upon our business, financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

      We did not submit any matter to a vote of our security holders during the
fourth quarter of 2002.


                                       17
<PAGE>

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Price Range of Common Stock

      Since August 18, 1999, our common stock has been traded on the Nasdaq
National Market under the symbol NOVA. The following table sets forth, for the
periods indicated, the range of high and low sale prices for our common stock on
the Nasdaq National Market:

                                                            High       Low
                                                            ----       ---

Fiscal year ending December 31, 2002:

  First Quarter ....................................        $1.45      $0.52

  Second Quarter ...................................        $1.13      $0.67

  Third Quarter ....................................        $1.55      $0.65

  Fourth Quarter ...................................        $1.75      $1.11

Fiscal year ending December 31, 2001:

  First Quarter ....................................        $3.63      $1.06

  Second Quarter ...................................        $3.42      $1.06

  Third Quarter ....................................        $2.49      $1.35

  Fourth Quarter ...................................        $2.07      $1.01

      On March 31, 2003, the last reported sale price of our common stock was
$1.24, and there were approximately 342 holders of record of our common stock.
This figure does not consider the number of individual holders of securities
that are held in the "street name" of a securities dealer.

      Dividends

      We have never paid a cash dividend on our common stock. We plan to retain
all future earnings to finance the development and growth of our business.
Therefore, we do not currently anticipate paying any cash dividends on our
common stock. Any future determination as to the payment of dividends will be at
our board of directors' discretion and will depend on our results of operations,
financial condition, capital requirements and other factors our board of
directors considers relevant. Moreover, our credit agreement prohibits the
payment of dividends on our common stock.

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

      The consolidated statement of operations data set forth below for the
years ended December 31, 2002, 2001 and 2000 and the balance sheet data at
December 31, 2002 and 2001, are derived from our respective audited consolidated
financial statements which are included elsewhere herein. The consolidated
statement of operations data set forth below with respect to the years ended
December 31, 1999 and 1998 and the consolidated balance sheet data at December
31, 2000, 1999 and 1998 are derived from our audited financial statements which
are not included in this Form 10-K.

      The data set forth below should be read in conjunction with the
consolidated financial statements and related notes and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere herein.

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                        -------------------------------------------------------------------------
                                                           2002            2001           2000           1999            1998
                                                                                                      (unaudited)     (unaudited)
                                                        -----------    -----------     -----------    -----------     -----------
                                                                          (in thousands, except per share data)
<S>                                                     <C>            <C>             <C>            <C>             <C>
Consolidated Statement of Operations Data:
Net revenue ........................................    $    53,773    $    53,440     $    50,987    $    36,541     $    19,117
                                                        ===========    ===========     ===========    ===========     ===========

Net income (loss) from continuing operations (a) (b)    $     3,657    $    (7,093)    $     2,256    $      (831)    $      (611)
                                                        ===========    ===========     ===========    ===========     ===========

Net income (loss) from continuing operations
    per dilutive share (a) (b) .....................    $      0.15    $     (0.29)    $      0.09    $     (0.27)    $     (0.09)
                                                        ===========    ===========     ===========    ===========     ===========

<CAPTION>
                                                           2002            2001           2000           1999            1998
                                                        -----------    -----------     -----------    -----------     -----------
<S>                                                     <C>            <C>             <C>            <C>             <C>
Other Data:
Number of surgical facilities operated
    as of the end of period:
      ASCs .........................................             16             14              13             11               9
      Fixed site laser agreements and LVC centers ..              9             13              19              7              --
Number of surgical procedures performed:
      Cataracts ....................................         20,689         18,323          15,925         14,450          12,412
      LVC ..........................................          8,385         15,199          20,045         12,586           4,640
      Other eye surgery procedures .................         10,070          9,609           7,275          7,308           8,675
                                                        -----------    -----------     -----------    -----------     -----------
         Total .....................................         39,144         43,131          43,245         34,344          25,727
                                                        ===========    ===========     ===========    ===========     ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                  As of December 31,
                                                        -------------------------------------------------------------------------
                                                           2002            2001           2000           1999            1998
                                                                                                      (unaudited)     (unaudited)
                                                        -----------    -----------     -----------    -----------     -----------
<S>                                                     <C>            <C>             <C>            <C>             <C>
Consolidated Balance Sheet Data:
Working capital ....................................    $     7,226    $    12,698     $    23,725    $    11,973     $     9,186
Total assets .......................................         64,128         92,252         120,913         88,251          62,679
Total debt, excluding current portion ..............             11         20,708          26,184            188          20,393
Redeemable convertible preferred stock .............             --             --              --             --          16,430
Total stockholders' equity .........................         48,648         50,579          82,864         74,781          16,954
</TABLE>

Notes:

(a)   In connection with our discontinued operations and restructuring plan
      announced in October 2001, we recorded certain restructuring and other
      charges related to the closure of certain facilities and the
      reorganization and downsizing of our information technology function.

(b)   In connection with our initial public offering consummated on August 18,
      1999 (IPO), we recorded noncash, nonrecurring charges for compensation
      expense related to stock options and a discount to the IPO offering price
      upon the exchange of subordinated notes for common stock in 1999 and 1998.
      In addition, we recorded accretion of Series C and Series D convertible
      preferred stock to increase the carrying value of such stock to its
      potentially redeemable value.


                                       18
<PAGE>

ITEM 7.

                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      You should read the following discussion along with our consolidated
financial statements and related notes included elsewhere herein. Our actual
results, performance and achievements in 2003 and beyond may differ materially
from those expressed in or implied by forward-looking statements contained in
this discussion. Such forward-looking statements are made within the meaning of
the Private Securities Litigation Reform Act of 1995.

Critical Accounting Policies and Estimates

      Management's discussion and analysis of financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the U.S.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosures. On an ongoing basis, we evaluate our estimates
and judgments based on historical experience and various other factors that are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions.

      We annually review our financial reporting and disclosure practices and
accounting policies to ensure that our financial reporting and disclosures
provide accurate and transparent information relative to the current economic
and business environment. We believe that of our significant accounting policies
(see Note 2 in the Notes to the Consolidated Financial Statements beginning on
page F-6), the following policies involve a higher degree of judgment and/or
complexity.

    Revenue Recognition and Accounts Receivable, Net of Allowances. Revenue from
surgical procedures performed at our surgical facilities, net of contractual
allowances, is recognized at the time the procedure is performed. The
contractual allowance is the difference between the fee we charge for a
procedure performed at our surgical facility and the amount we expect to be paid
by the patient or the applicable third-party payor, which includes Medicare and
private insurance. We base our estimates for the contractual allowance on the
Medicare reimbursement rates for the applicable procedure when Medicare is the
payor, our contracted rate with other third party payors or our historical
experience when we do not have a specific contracted rate. Our optical products
purchasing organization negotiates buying discounts with optical product
manufacturers. The buying discounts and any handling charges billed to the
members of the buying group represent the revenue recognized. Product sales
revenue from our wholesale optical laboratories and marketing services company,
net of an allowance for returns and discounts, is recognized when the product is
shipped to our customer. We base our estimates for sales returns and discounts
on historical experience and have not experienced significant fluctuations
between estimated and actual return activity and discounts given. Surgical
facilities and product sales revenue is further adjusted by a provision for
doubtful accounts. We base our estimate for doubtful accounts on the aging
category and our historical collection experience. If we fail to accurately file
for reimbursement on a timely basis with third party payors there may be an
adverse affect on our collection results.


                                       19
<PAGE>

      Accounts receivable has been reduced by the reserves for estimated
contractual allowances and doubtful accounts noted above.

      Property and equipment. Property and equipment are depreciated or
amortized over their useful lives based on management's estimates of the period
over which the assets will generate revenue. We periodically review these lives
relative to physical factors, economic factors and industry trends.

      Asset impairment. In assessing the recoverability of our fixed assets,
goodwill and other noncurrent assets, we consider changes in economic conditions
and make assumptions regarding estimated future cash flows and other factors. If
these estimates or their related assumptions change in the future, we may be
required to record impairment charges.

      Restructuring and discontinued operations reserves. In 2001, we recorded a
$10.9 million pretax charge related to our restructuring plan and a $27.2
million net loss to account for the contemplated disposal of our discontinued
operations. These estimated losses were based on the best information available
to management at the date the plan of discontinued operations and restructuring
was announced. The actual results could differ from our initial estimate and
those differences could be material to the financial statements. We evaluate the
estimates at least quarterly. If it is determined that the loss should be
adjusted based on changes in facts or circumstances, such adjustment will be
recorded at that time.

      Income taxes. We record a valuation allowance to reduce our deferred tax
assets if it is more likely than not that some portion or all of the deferred
tax assets will not be realized. While we have considered future taxable income
and ongoing feasible tax strategies in assessing the need for the valuation
allowance, if these estimates and assumptions change in the future, we may be
required to adjust our valuation allowance. This could result in a charge to, or
an increase in, income in the period such determination is made.

Results of Operations

Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001

      Net Revenue. Net revenue increased 0.6% from $53.4 million to $53.8
million. Surgical facilities revenue decreased 0.4% from $33.8 million to $33.7
million, primarily due to a decrease in surgical procedures performed, offset by
an increase in net revenue per procedure. In 2001, net revenue per procedure was
reduced by the establishment of additional contractual allowance reserves of
$1.4 million. In 2002, total surgical procedures performed in our surgical
facilities decreased 9.2% from 43,131 to 39,144. LVC procedures decreased 44.8%,
cataract procedures increased 12.9% and other procedures increased 4.8%,
compared to 2001. The increase in procedures came from newly acquired ASCs.
Management believes that the demand for elective LVC surgery continues to be
negatively impacted by the general economic conditions. Due to the decrease in
demand, we have closed eight LVC centers since the announcement of our
discontinued operations and restructuring plan. Product sales and other revenue
increased 2.3% from $19.7 million to $20.1 million. Net revenues at our optical
products purchasing organization increased 18.0% over 2001. This increase was
offset by a 28.3% decrease in revenue at our marketing products business, which
has sold products primarily to the laser vision correction market. Management
believes the downturn in the LVC market was the cause of the decline in revenue
of this business.


                                       20
<PAGE>

      Salaries, Wages and Benefits. Salaries, wages and benefits expense
decreased 5.6% from $21.4 million to $20.2 million. As a percentage of revenue,
salaries, wages and benefits expense decreased from 40.0% to 37.5%. The decrease
in salaries, wages and benefits expense is the result of certain corporate
salaries being charged to the discontinued operations reserves in accordance
with the discontinued operations and restructuring plan, staff reductions at
some surgical facilities in response to the reduction in LVC procedures and the
closure of several LVC centers in the fourth quarter of 2001 and during 2002.
These decreases were offset, in part, by the increase in salaries, wages and
benefits expense from the acquisitions we made in 2002.

      Cost of Sales and Medical Supplies. Cost of sales and medical supplies
expense increased 1.7% from $13.9 million to $14.1 million. As a percentage of
revenue, cost of sales and medical supplies expense increased from 26.0% to
26.3%. The absolute increase in cost of sales and medical supplies expense is
primarily a result of 2002 acquisitions offset in part by the closure of
under-performing LVC centers. The increase in cost of sales and medical supplies
as a percentage of revenue is due to our lower profit margin product sales and
other revenue increasing to 37.4% of total revenue in 2002, up from 36.8% in
2001.

      Selling, General and Administrative. Selling, general and administrative
expense decreased 2.9% from $11.9 million to $11.5 million. As a percentage of
revenue, selling, general and administrative expense decreased from 22.2% to
21.4%. The decrease was the result of a $1.3 million reduction in corporate
administrative expenses and bad debt expense, offset by expenses from our 2002
acquisitions.

      Restructuring and Other Charges. We reevaluated our restructuring plan at
the end of 2002 and determined we had excess reserves of $1.0 million. The
excess reserves were primarily due to better than expected results resolving
outstanding lease obligations and the decision to retain one ASC slated for
closure.

      Depreciation and Amortization. Depreciation and amortization expense
decreased 43.9% from $4.4 million to $2.5 million. The required cessation of
goodwill amortization as of January 1, 2002 contributed $1.1 million of this
decrease. The remainder of the decrease is due to the write-off of assets at the
end of our 2001 third quarter related to our discontinued operations and
restructuring plan.

      Other (Income) Expense. We recognized $0.9 million of other income during
2002 versus $1.0 million of other expense during 2001. The current year income
includes an aggregate gain of $1.6 million from the sales of minority interests
in our ASCs and $0.4 million of income from proceeds received from a class
action lawsuit settlement. There is $0.9 million of minority interest in the
earnings of our ASCs reported in 2002. Interest expense decreased by $0.5
million, the result of lower average interest rates during 2002 (5.1%) as
compared to 2001 (6.5%) as well as lower average borrowing of $10.2 million
during 2002 as compared to $25.7 million during 2001.

      Provision for Income Taxes. Our effective tax rate increased to 40.0% from
39.3%. Our effective tax rate is affected by expenses that are deducted from
operations in arriving at pre-tax income that are not allowed as a deduction on
our federal income tax return.


                                       21
<PAGE>

Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000

      Net Revenue. Net revenue increased 4.8% from $51.0 million to $53.4
million. Surgical facilities revenue decreased 10.8% from $37.9 million to $33.8
million due to the establishment of additional contractual allowance reserves of
$1.4 million as well as a slight decrease in overall surgical procedures. Total
surgical procedures performed in our surgical facilities decreased from 43,245
to 43,131. LVC procedures decreased 24.2%, cataract procedures increased 15.1%
and other procedures increased 32.1%, compared to 2000. Management believes that
the demand for elective LVC surgery was negatively impacted by the general
economic conditions in 2001. Due to the decrease in demand, we closed four LVC
centers in 2001. Product sales and other revenue increased 49.9% from $13.1
million to $19.7 million. This increase was due to the full year contribution to
other revenue from management fees received from a physician practice with which
we affiliated in November 2000 offset by a 4.7% decrease in product sales
revenue.

      Salaries, Wages and Benefits. Salaries, wages and benefits expense
increased 17.9% from $18.1 million to $21.4 million. As a percentage of revenue,
salaries, wages and benefits expense increased from 35.5% to 40.0%. The increase
in salaries, wages and benefits expense is due to acquisitions made in 2000
offset, in part, by staff reductions at some surgical facilities in response to
the reduction in LVC procedures as well as corporate staff reductions. In
addition, corporate salaries were further reduced in the fourth quarter as a
result of our discontinued operations and restructuring plan.

      Cost of Sales and Medical Supplies. Cost of sales and medical supplies
expense increased 0.6% from $13.8 million to $13.9 million. As a percentage of
revenue, cost of sales and medical supplies expense decreased from 27.1% to
26.0%. The absolute increase in cost of sales and medical supplies expense is
primarily due to acquisitions made in 2000 which was only partially offset by
the closure of under-performing LVC centers. The decrease in cost of sales and
medical supplies as a percentage of revenue is also due to the acquisition of
surgical facilities and affiliation with a physician practice which have lower
cost of sales than our product sales businesses.

      Selling, General and Administrative. Selling, general and administrative
expense increased 11.4% from $10.6 million to $11.9 million. As a percentage of
revenue, selling, general and administrative expense decreased from 20.9% to
22.2%. The increase in selling, general and administrative expense was the
result of a $2.0 million increase for expenses at facilities acquired or
developed late in 2000 or during 2001 and a $0.5 million increase in bad debt
reserves at our product sales segment. These increases were offset, in part, by
a $1.3 million reduction in administrative expenses related to the corporate
staff reductions as well as a decrease in marketing expense.

      Restructuring and Other Charges. We recorded $10.9 million of charges in
connection with our announcement to restructure our corporate support functions,
including information technology, and to close under-performing facilities. An
additional $1.7 million of other related charges were recorded which included
professional fees incurred in the development of our discontinued operations and
restructuring plan and severance and other employee costs incurred prior to
approval of this plan.

      Depreciation and Amortization. Depreciation and amortization expense
increased 15.3% from $3.8 million to $4.4 million due to the full year impact of
significant capital expenditures in 2000 in the surgical facilities and product
sales segments as well as the impact of surgical facilities acquisitions and
openings in 2000.


                                       22
<PAGE>

      Other Expense. Other expense increased to $1.0 million from $0.9 million
in 2000. Interest expense remained even at $1.0 million, as average lower
interest rates in 2001 offset a higher average debt balance.

      Provision for Income Taxes. Our effective tax rate increased to 39.3% from
39.2%. Our effective tax rate is affected by expenses that are deducted from
operations in arriving at pre-tax income that are not allowed as a deduction on
our federal income tax return, primarily goodwill amortization.

Liquidity and Capital Resources

      We generated cash from continuing operating activities for the year ended
December 31, 2002 of $12.4 million. We used $8.0 million in our investing
activities in 2002, which included the purchases of a 60% interest in an ASC in
Tyler, TX and a 51% interest in an ASC in Colorado Springs, CO as well as the
purchase of property and equipment. This was offset, in part, by our receipt of
$2.8 million in proceeds from the sale of minority equity interests in our ASCs
for a net use of $5.2 million in investing activities. We received $14.9 million
from our discontinued operations which included proceeds from divestitures. We
used this cash provided by both continuing and discontinued operations to
decrease net bank borrowings by $20.7 million and at December 31, 2002 we had no
outstanding borrowings under our credit facility. As of December 31, 2002 and
2001, we had cash and cash equivalents of approximately $2.0 million and $1.0
million, respectively, and working capital of approximately $7.2 million and
$12.7 million, respectively.

      We amended our revolving credit facility on June 13, 2002. The primary
purpose of this amendment was to obtain the consent of our lenders to our sale
of optical dispensary assets and one of our ambulatory surgery centers and to
increase our ability to sell minority interests in our existing ambulatory
surgery centers. The amendment included a reduction of the maximum commitment
available under the facility from $40 million to $35 million on June 13, 2002
and a further reduction to $30 million on October 1, 2002. The credit agreement
expires on June 30, 2003 and we are currently in discussions with lenders
regarding the terms of a new or extended credit facility.

      Under the amended facility, interest on borrowings under the credit
agreement is payable at an annual rate equal to our lender's published base rate
plus the applicable borrowing margin ranging from 0% to 1.0% or LIBOR plus a
range from 1.5% to 3.0%, varying upon our ability to meet financial covenants.
The weighted average interest rate on credit line borrowings was 5.1% for the
twelve months ended December 31, 2002. The credit agreement contains covenants
that include limitations on indebtedness, liens, capital expenditures,
acquisitions and affiliations and ratios that define borrowing availability and
restrictions on the payment of dividends. The credit agreement requires that we
use 100% of the proceeds from our divestiture transactions to pay down our
outstanding debt. As of December 31, 2002, we were in compliance with all our
credit agreement covenants.

      We expect our cash flow from operations and funds available under our
existing and new credit facility will be sufficient to fund our operations for
at least 12 months. Our future capital requirements and the adequacy of our
available funds will depend on many factors, including the timing of our
acquisition and expansion activities, capital requirements associated with our
surgical facilities, the future cost of surgical equipment and the cost of
completing our


                                       23
<PAGE>

discontinued operations plan. We also expect the cash proceeds from our two
remaining divestiture transactions to supplement our cash flow.

      During 2002, we received 2.5 million shares of common stock as a result of
two physician practice divestiture transactions, the sale of an ASC and the sale
of a minority interest in an ASC.

      We are a party to option agreements with various physicians pursuant to
which the physicians have the right to purchase or sell equity interests in nine
of our sixteen ASCs. These are summarized as follows:

            o     One of our former affiliated physicians has the option to
                  acquire up to a 30% interest in one of our wholly owned ASCs,
                  exercisable beginning January 1, 2004 through January 1, 2006;

            o     One of our former affiliated physicians who owns a 5% interest
                  in one of our ASCs has the option to acquire an additional 5%
                  interest, exercisable beginning July 1, 2003 through July 1,
                  2005;

            o     Two of our former affiliated physicians who own a 49% interest
                  in one of our ASCs have an option to purchase our remaining
                  51% interest, exercisable on April 15, 2005;

            o     One of our former affiliated physicians who owns a 49%
                  interest in one of our ASCs has an option to purchase our
                  remaining 51% interest, exercisable at periodic intervals
                  beginning March 1, 2005 through March 1, 2008;

            o     One of our existing physician-partners who owns a 40% interest
                  in one of our ASCs has the right to sell us up to a 10%
                  interest in the ASC in November 2004 and up to an additional
                  10% interest in November 2006;

            o     One of our former affiliated physicians who owns a 10%
                  interest in one of our ASCs has an option to purchase an
                  additional 10% interest, exercisable on or before July 1,
                  2003;

            o     A physician has an option to purchase a 10% interest in one of
                  our wholly owned ASCs, exercisable on or before November 12,
                  2003;

            o     One of our former affiliated physicians has an option to
                  purchase a 10% interest in one of our wholly owned ASCs,
                  exercisable on or before July 31, 2004; and

            o     One of our former affiliated physicians who owns a 10%
                  interest in one of our ASCs has an option to purchase an
                  additional 10% interest, exercisable on or before July 31,
                  2003.

In the event these options are exercised, we will receive cash proceeds from
these sales. Moreover, in many of these instances, we have corresponding rights
to sell the stated equity interests to the physicians at the same timing
intervals.

We have a nonexclusive supply agreement with Alcon Laboratories, Inc. pursuant
to which we can procure and utilize excimer lasers and other equipment
manufactured by Alcon. We recently amended this agreement to address a number of
factors, most notably: (i) the terms upon which we can purchase from Alcon the
recent FDA-approved LADARWave units for use with our existing LADARVision
Systems; (ii) extending the expiration date from February 28, 2006 to December
31, 2006; and (iii) reducing our minimum annual procedure requirements.
Commencing January 1, 2003 and through the termination date of December 31,
2006, we will pay Alcon monthly based on the number of procedures performed on
each of our APEX/Infinity lasers and LADARVision Systems. We are required to pay
for a minimum number of annual procedures on each LADARVision System during the
remaining term, whether or not these procedures are performed. Assuming we don't
procure additional LADARVision Systems under


                                       24
<PAGE>

the agreement, the annual minimum commitment for each of the next four years
commencing with 2003 would be approximately $0.9 million, $1.0 million, $1.2
million and $0.9 million, respectively.


                                       25
<PAGE>

New Accounting Pronouncements

      Effective January 1, 2002 we adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 142
addresses the financial accounting and reporting for acquired goodwill and other
intangible assets. Under the new rules, we are no longer required to amortize
goodwill and other intangible assets with indefinite lives, but will be subject
to periodic testing for impairment. Under the new pronouncement, goodwill
related to acquisitions after July 1, 2001 has not been amortized. Upon initial
adoption we evaluated the carrying value of our existing goodwill and determined
that the goodwill associated with our marketing products business was impaired
and recorded a net of tax charge of $1.8 million as a change in accounting
principle. Later, as the demand for laser vision correction continued to
decline, we recorded an additional impairment charge of $1.3 million, fully
impairing all goodwill associated with our marketing products business.

      Effective January 1, 2002 we adopted Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144). This pronouncement establishes a single accounting model of
the impairment of disposal of long-lived assets, including discontinued
operations. Although SFAS 144 supercedes SFAS 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of and Accounting
Principles Board (APB) Opinion 30, Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions, the accounting
treatment related to our decision in September 2001 to discontinue our
management services segment under APB Opinion 30 is not impacted. During 2002 we
sold two ambulatory surgery centers and three optical dispensaries and made the
decision to sell our remaining optical dispensaries. These 2002 transactions are
reported as discontinued operations under the provisions of SFAS 144, and all
prior periods have been revised accordingly.

      Under SFAS 144, we are required to revise prior period financial
statements, including our financial statements for the years ended December 31,
2000 and 2001, to reflect these disposed businesses as discontinued operations.
Arthur Andersen LLP was our independent auditor for our 2000 and 2001 financial
statements. Because Arthur Andersen LLP has ceased its audit services and is no
longer in a position to certify the restatement of our 2000 and 2001 financial
statements, our current auditor, PricewaterhouseCoopers LLP ("PwC) re-audited
our 2000 and 2001 financial statements after they were revised in accordance
with SFAS 144. Consequently, the financial statements for the years ended
December 31, 2000 and 2001 contained in this Form 10-K, as revised in accordance
with SFAS 144, have been re-audited by PwC .

      In June 2002, the Financial Accounting Standards Board (FASB) Issued
Statement of Financial Accounting Standards No. 146, Accounting for Costs
Associated with Exit or Disposal Activities (SFAS 146). SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. SFAS 146 requires that the initial measurement
of a liability be at fair value. SFAS 146 will be effective for exit or disposal
activities that are initiated after December 31, 2002 with early adoption
encouraged. We do not expect that the adoption will have a material impact on
our consolidated results of operations or financial position.

      In December 2002, the FASB Issued Statement of Financial Accounting
Standards No. 148, Accounting for Stock-Based Compensation -- Transition and
Disclosure, an amendment of FASB Statement No. 123. This pronouncement provides
alternative methods of transition for an


                                       26
<PAGE>

entity that voluntarily changes to the fair value based method of accounting for
stock-based employee compensation. It also amends the disclosure provisions of
SFAS 123 to require prominent disclosure of the effects on reported net income
of an entity's accounting policy decisions with respect to stock-based employee
compensation. We have elected to continue to apply APB Opinion 25 and account
for stock-based compensation under the intrinsic value method. We have amended
our disclosures to those required by SFAS 148.


                                       27
<PAGE>

Risk Factors

      The following factors should be considered in evaluating our company and
our business. These factors may have a significant impact on our business,
operating results and financial condition.

Risks Relating to Our Business

      Our failure to operate, acquire or develop a sufficient number of
      profitable surgical facilities could limit our profitability and revenue
      growth

      Our growth strategy is focused on growing our existing ASCs and acquiring
or developing new ASCs in a cost-effective manner. We may not experience an
increase in surgical procedures at our existing or future ASCs. We may not be
able to achieve the economies of scale and patient base, or provide the
business, administrative and financial services, required to sustain
profitability in our existing and future ASCs. Newly acquired or developed
facilities may generate losses or suffer lower operating margins than our more
established facilities, or they may not generate returns that justify our
investment. In addition, if vision correction technology becomes available to
ophthalmologists that is less expensive than the medical equipment currently
required for laser vision correction, eye care professionals might have less
interest in using our ASCs or refractive surgical equipment for vision
correction procedures.

      We may not be able to identify suitable acquisition or development
targets, successfully negotiate the acquisition or development of these
facilities on satisfactory terms, or have the access to capital to finance these
endeavors. We anticipate that we will fund the acquisition and development of
future ASCs from borrowings under our credit facility. The maximum commitment
available under our credit facility is currently $30 million. Our current credit
facility expires on June 30, 2003. We are currently in discussions with lenders
regarding the terms of a new credit facility. We may have difficulty negotiating
a new facility with more favorable or even comparable terms, which could limit
our ability to acquire and/or develop ASCs.

      In addition, we continue to wholly own five of our sixteen ASCs. The terms
of our credit facility permit us to sell minority interests in our existing ASCs
only to the extent such a sale, when combined with other minority interest sales
during the preceding twelve-month period, does not reduce by more than $3
million our earnings before interest, taxes, depreciation and amortization. This
limitation could affect the manner and timing in which we may want to pursue
initial or incremental minority interest sales in our existing ASCs (whether
wholly owned or otherwise) to physicians in our existing local markets.

      If we are unable to successfully implement our growth strategy or manage
our growth effectively, our business, financial condition and results of
operations, including our ability to achieve and sustain profitability, could be
adversely affected.

      We may not compete effectively with other companies that have more
      resources and experience than us

      Competitors with substantially greater financial, technical, managerial,
marketing and other resources and experience may compete more effectively than
us. We compete with other businesses, including ASC companies, hospitals,
individual ophthalmologists, other ASCs, laser vision correction centers, eye
care clinics and providers of retail optical products. Competitors with
substantially greater resources may be more successful in acquiring and
developing surgical facilities. Our wholesale optical laboratories and optical
products purchasing organization also face competition on national, regional and
local levels. Companies in other health care industry segments, including
managers of hospital-based medical specialties or large group medical practices,
may become competitors in providing ASCs and surgical equipment as well as
competitive eye care related services.


                                       28
<PAGE>

Competition for retaining the services of highly qualified medical, technical
and managerial personnel is significant.

      Reduced prices and reimbursement rates for surgical procedures as a result
      of competition or Medicare and private third party payor cost containment
      efforts could reduce our revenue, profitability and cash flow.

      Government sponsored health care programs, directly or indirectly,
accounted for approximately 34% of our consolidated revenue for the year ended
December 31, 2002. This includes facility fees we receive directly for the
surgeons' use of our ASCs, but does not include amounts derived from laser
vision correction, which is an elective procedure that patient-consumers pay for
out-of-pocket.

      The health care industry is continuing to experience a trend toward cost
containment as government and private third-party payors seek to impose lower
reimbursement and utilization rates and to negotiate reduced payment schedules
with health care providers. These trends may result in a reduction from
historical levels in per patient revenue received by our ASCs. Changes in
Medicare payment rates have, in the past, resulted in reduced payments to ASCs.
Private insurance payments also could be affected to the extent that these
insurance companies use payment methodologies based on Medicare rates. Medicare
payment rates for ASCs are currently based on cost surveys completed by DHHS.
The current payment system is based on cost surveys from 1986. In 1998, the DHHS
proposed a new payment methodology for ASCs that could have adversely affected
our revenue. The DHHS never implemented this new payment methodology and on May
13, 2002 listed this proposal as a "discontinued action."

      The Medicare Payment Advisory Commission, or MedPac, and the Office of
Inspector General, or OIG, have both recently recommended changes to the
Medicare payment methodology for ASCs. MedPac is a congressional advisory body
whose sole role is to advise Congress on Medicare payment issues, while the OIG
is a governmental agency responsible for investigating and monitoring Medicare,
Medicaid and other DHHS programs. Generally, MedPac has recommended that
reimbursement levels for ASC procedures not exceed reimbursement levels paid to
hospital outpatient departments, while the OIG has recommended that whichever
reimbursement level is lowest for a particular procedure be the governing rate
for both ASCs and hospital outpatient departments. In addition, MedPac
recommended that ASCs not receive any inflation increases in 2004, essentially
freezing ASC payments at 2003 levels. These are recommendations only and it is
uncertain if Congress will act on either or both recommendations. If these
recommendations become effective, our revenue and profitability could be
adversely affected. While most of our existing ASC surgical procedures are
generally reimbursed at levels lower than hospital outpatient departments, some
of our existing surgical procedures are reimbursed at higher levels. One example
of such a procedure is a post-cataract laser procedure, commonly referred to as
a YAG procedure. Although it is uncertain whether Congress will adopt these
recommendations, a reduction in the Medicare-reimbursed fee for YAG procedures
performed in our ASCs to levels paid to hospital outpatient departments would
have reduced our 2002 revenue by two percent if this reduction had been
effective January 1, 2002.

      Revenue from laser vision correction procedures comprised approximately
eleven percent of our consolidated revenue for the year ended December 31, 2002.
The market for providing laser vision correction and other refractive surgery
procedures continues to be highly competitive. This competitiveness has resulted
in many of our competitors offering laser vision correction or other refractive
surgery services at lower prices than the prices we charge. If price competition
continues, however, we may choose or be forced to lower the facility fees we
charge in our surgical facilities. If we lower our fees, we could experience
reductions in our revenue, profitability and cash flow.

      Reductions in payments to our ASCs, and through our fixed-site laser
service arrangements, or other changes in reimbursement for eye care services
could reduce our revenue, profitability and cash flow.


                                       29
<PAGE>

      Lack of adequate financing could limit our growth

      Successful implementation of our growth strategy will require continued
access to capital to acquire and develop new ASCs. If we do not have sufficient
cash resources, our growth could be limited unless we are able to obtain capital
through additional equity or debt financings. To the extent we use our equity as
acquisition currency to acquire new ASCs or in financing transactions to raise
money, our shareholders could be diluted. To the extent we incur debt, we may
have significant interest expense and our activities could be limited by our
loan agreement covenants. We currently intend to finance future acquisitions and
development of ASCs, as well as our other strategic initiatives, with our
existing cash balance, cash generated from our operations and amounts borrowed
under our credit facility. Capital raised through other means may not be
available to us. Further, if financing is available, it may not be on terms that
are favorable to us or sufficient for our needs.

      Our credit facility expires on June 30, 2003. Our existing facility
includes limitations on the amount of acquisitions we can complete in the event
our ratio of total debt to earnings exceeds certain thresholds. We are currently
in discussions with lenders regarding the terms of a new credit facility. Given
the current commercial lending environment, we may have difficulty negotiating a
new facility with more favorable or even comparable terms to our existing
facility. Our ability to acquire and/or develop new ASCs, will be limited by the
amount of our existing cash balance, the cash generated from our operations and
the amount of borrowing availability under our credit facility.

      Regulation of the construction, acquisition or expansion of ASCs could
      prevent us from developing, acquiring or expanding facilities

      All states require licenses to own and operate ASCs, and some states
require a certificate of need, or CON, to construct or modify an ASC. If we are
unable to procure the appropriate state licensure approvals, or if we are unable
to obtain a CON in states with CON laws, then we may not be able to acquire or
construct a sufficient number of ASCs, or to expand the scope of services
offered in our existing ASCs, to achieve our growth strategy. See "Government
Regulation - State Law."

      Our revenue and profitability could decrease if we are unable to maintain
      positive relationships with the surgeons who perform surgical procedures
      at our ASCs

      The success of our business depends on our relationship with, and the
success and efforts of, the surgeons who perform surgical procedures at our
ASCs. Our revenue and profitability would decline if our relationship with key
surgeons deteriorated or those surgeons reduced or eliminated their use of our
ASCs.

      For example, since late 2001, we have been negotiating and consummating
divestiture transactions with our former affiliated providers, many of whom were
also customers using our ASCs and excimer lasers, and/or purchasing products
from our optical products division. Physicians affiliated with us for some or
all of 2002 performed 88% of the surgical procedures performed in our ASCs.

      Given the nature of the doctor services industry, particularly with
respect to the physician practice management model that we used to form the
structure of our relationships, some of our affiliated providers viewed
favorably the prospects of terminating our services agreements and regaining the
day-to-day control over their business operations. Despite their desire to
terminate our relationship, many negotiations to reach agreement on divestiture
terms acceptable to our lenders and us were long and difficult. As a result, our
future relationships with these doctors could be strained. These strained
relationships could deter a doctor from purchasing our optical products and
services or using our ASCs even in situations where they own minority equity
interests in the ASC.


                                       30
<PAGE>

      As part of the terms of each applicable divestiture transaction, we
negotiated multi-year supply and refractive services agreements where we
continue to be the primary supplier of optical products and refractive
technology to our former affiliated providers. In future years as these
agreements expire or otherwise terminate, or if the other parties were to
successfully challenge the enforceability of the agreements, our former
affiliated providers may elect to purchase or use optical products and/or
refractive technology from sources other than us, thereby reducing our
profitability and revenue growth. Generally, these supply agreements will expire
between March 2007 and May 2009, and the product sales revenue generated from
these customers in 2002 constituted less than five percent of our total product
sales revenue. Our refractive services agreements will expire between April 2006
and November 2007, and the laser vision correction revenue generated from these
customers in 2002 constituted eleven percent of our total surgical facilities
revenue.

      Since January 1, 2002, as part of our divestiture transactions, we have
sold minority interests in eight of our ASCs to former affiliated providers.
Selling minority interests in these previously wholly owned ASCs reduces the
percentage of the profits we are entitled to receive from these facilities.
Because these minority interest sales occurred throughout 2002 and in early
2003, the profits we received from these facilities in 2002 will likely decline
in 2003 unless there is an offsetting increase in surgical volume at these
facilities.

      For the year ended December 31, 2002, surgical procedures performed by one
of our former affiliated practices accounted for 23% of our surgical facilities
revenue, and 14% of our total consolidated net revenue. We consummated our
divestiture transaction with this practice in October 2002. If some or all of
the physicians from this affiliated practice elect to reduce their use of our
surgical facilities, we could experience reductions in our profitability and
revenue growth.

        In addition, co-owning ASCs with physicians may create additional
regulatory risk. See "Government Regulation - Federal Law - Anti-Kickback
Statute."

      Although we have substantially completed our discontinued operations plan,
      we may continue to have liabilities and expenses relating to our
      management services business.

      Having negotiated and consummated most of our divestiture transactions, we
have assigned or been released from many of the ongoing liabilities relating to
the operation of our management services business, such as real property and
equipment leases relating to the operations of our former affiliated practices.
In some instances, however, lessors and other third parties have required us to
remain liable under these agreements. In these cases, we are indemnified by our
former affiliated providers against any costs and obligations that we may have
to incur under these agreements. If we do incur such liability, our
indemnification rights may prove worthless if our former affiliated providers
cannot satisfy their liabilities to us. In addition, under the terms of our
divestiture agreements, we have also agreed to share with our former affiliated
providers certain potential liabilities, principally relating to any refunds
that may ultimately be due and owing to third party payors for cash received by
us during the period we managed our former affiliated practices. Consequently,
our payment of residual liabilities and expenses relating to our management
services business could limit or reduce our revenue and profitability.

      We are also still negotiating two more divestiture transactions. Although
these transactions involve relatively small practices, we may incur unforeseen
cost and expense relating to these transactions to the extent negotiations
become long and protracted.

      Our future profitability could decrease because of existing agreements
      with physicians that may require us to sell them additional equity
      interests in our ASCs

      We are a party to option agreements with various physicians pursuant to
which the physicians have the right to purchase equity interests in nine of our
sixteen ASCs. Although these agreements are consistent with our


                                       31
<PAGE>

joint ownership model, the sale of these equity interests will reduce the
percentage of the profits we are entitled to receive from these facilities.
Unless there is an offsetting increase in surgical volume at these facilities,
our dilution from these equity interest sales will likely cause our profits from
these facilities to decline. Although these agreements in most instances
contemplate the doctors' purchase of minority interests in these facilities,
doctors have the right to purchase our remaining majority interest in two of our
existing ASCs. In all instances we will receive cash proceeds from these sales
that we believe are fair and adequate.

      Changes in the interpretation of existing laws and regulations, or
      adoption of new laws or regulations, governing our business operations,
      including physician use and/or ownership of ambulatory surgery centers,
      could result in penalties to us, require us to incur significant
      expenditures, or force us to make changes to our business operations.

      We are subject to extensive government regulation and supervision under
federal, state and local laws and regulations. Many of these laws and
regulations are subject to varying interpretations, and courts and regulatory
authorities generally have provided little clarification. Moreover, state and
local laws and interpretations vary from jurisdiction to jurisdiction. As a
result, we may not always be able to accurately predict interpretations of
applicable law, and federal and state authorities could challenge some of our
activities, including our co-ownership of ASCs with physicians and other
investors. If any of our activities are challenged, we may have to divert
substantial time, attention and resources from running our business to defend
our activities against these challenges, regardless of their merit. If we do not
successfully defend these challenges, we may face a variety of adverse
consequences, including:

   o  loss of use of our ASCs
   o  losing our eligibility to participate in Medicare or Medicaid or losing
      other contracting privileges
   o  in some instances, civil or criminal fines or penalties

Any of these results could impair our sources of revenue and our profitability
and limit our ability to grow our business.

      For example, the federal anti-kickback statute prohibits the knowing and
willful solicitation, receipt, offer or payment of any direct or indirect
remuneration in return for the referral of patients or the ordering or
purchasing of items or services payable under Medicare, Medicaid or other
federal health care programs. This statute is very broad and Congress directed
DHHS to develop regulatory exceptions, known as safe harbors, to the statute's
referral prohibitions. While we have attempted to structure the ownership and
operation of our ASCs within a safe harbor, we do not satisfy all of the
requirements. Because there is no legal requirement that relationships fit
within a safe harbor, a business arrangement that doesn't comply with the safe
harbor, or for which a safe harbor does not exist, does not necessarily violate
the anti-kickback statute.

      Presently, despite the fact that we do not fit within a safe harbor, we
believe that our ownership and operation of ASCs complies with the anti-kickback
statute. However, existing interpretations or enforcement of the federal
anti-kickback statute or other applicable federal or state laws and regulations
could change. If so, violations of the anti-kickback statute or other laws may
result in substantial civil and criminal penalties and exclusion from
participation in Medicare, Medicaid and other federally funded programs.

      In addition, our limited liability company agreements and limited
partnership agreements provide that if certain laws and regulations change, or
the interpretation and/or enforcement of such laws and regulations change, we
may have to purchase some or all of the minority equity interests in our ASCs
owned by physicians. The regulatory changes that could trigger this repurchase
include it becoming: (i) illegal for a physician to own an equity interest in
one of our ASCs; (ii) illegal for physician-owners in our ASCs to refer Medicare
or other patients to the facility; or (iii) substantially likely that the
receipt by physician-owners of cash distributions from the limited liability
company or partnership will be illegal. The cost of repurchasing these equity
interests would


                                       32
<PAGE>

be substantial. We may not have sufficient capital resources to fund these
obligations, and it may trigger the need to procure additional equity financing.
To the extent any such financing was available to us, it would likely be
dilutive to our current equity holders. While we attempt to structure these
purchase obligations as favorable as possible to us, the triggering of these
obligations could have a significantly negative effect on our financial
condition and business prospects.

      If eye care professionals and the general population do not continue to
      accept laser vision correction and other refractive surgical procedures as
      alternatives to eyeglasses and contact lenses, an important source of our
      historical and future revenue and earnings growth will be limited

      Our profitability and growth will depend, in part, upon continued
acceptance by eye care professionals and the general population of laser vision
correction and other refractive surgical procedures in the U.S. Eye care
professionals and the general population might not continue to accept laser
vision correction surgery because of the cost of the procedure that, to date,
has primarily been paid directly by patients, and concerns about the safety and
effectiveness of laser vision correction. If eye care professionals and the
general population do not continue to accept laser vision correction and other
refractive surgical procedures, an important source of our historical and future
revenue and earnings growth will be limited.

      We have a long-term, non-exclusive supply agreement with Alcon
Laboratories Inc. under which we have procured excimer lasers. We pay Alcon
monthly based on the number of procedures performed on each laser, but are
required to pay for a minimum number of procedures per year for each laser,
regardless of whether the procedure is performed. If these minimum procedure
thresholds exceed the actual number of procedures performed, these obligations
will have an adverse effect on our financial condition and operating results.

      Rapid technological advances may reduce our sources of revenue and our
      profitability

      Adoption of new technologies that may be comparable or superior to
existing technologies for surgical equipment could reduce the amount of the
facility fees we receive from surgeons who use our surgical facilities, or the
amount of revenue derived from our fixed-site laser agreements. Reduction of
these sources of revenue could decrease our profitability. In this case, we
might have to expend significant capital resources to deploy new technology and
related equipment to remain competitive. Our inability to provide access to new
and improving technology could deter surgeons from using our surgical facilities
or equipment.

      Loss of the services of key management personnel could adversely affect
      our business

      Our success depends, in part, on the services of key management personnel,
including Stephen J. Winjum, our Chairman of the Board, President and Chief
Executive Officer; Scott T. Macomber, our Executive Vice President and Chief
Financial Officer; and E. Michele Vickery, our Executive Vice President
Operations. We do not know of any reason why we might be likely to lose the
services of any of these officers. However, in light of the role that each of
these officers is expected to play in our future growth, if we lost the services
of any of these officers, we believe that our business could be adversely
affected.

      The nature of our business could subject us to potential malpractice,
      product liability and other claims

      The provision of surgical services entails the potentially significant
risk of physical injury to patients and an inherent risk of potential
malpractice, product liability and other similar claims. Our insurance may not
be adequate to satisfy claims or protect us and this coverage may not continue
to be available at acceptable costs. A partially or completely uninsured claim
against us could reduce our earnings and working capital.


                                       33
<PAGE>

      Our insurance policies are generally renewed on an annual basis. Recent
insurance industry dynamics have resulted in significant premium increases for
various types of insurance coverage on an industry-wide basis, including
professional liability insurance. Although we believe we will be able to renew
our current policies or otherwise obtain comparable professional liability
coverage, we have no control over the potential costs of such renewal given the
current state of the insurance industry. Further increases in professional
liability and other insurance premiums will negatively affect our profitability.

      If a change in events or circumstances causes us to write-off a portion of
      intangible assets, our total assets could be reduced significantly and we
      could incur a substantial charge to earnings

      Our assets include intangible assets primarily in the form of goodwill. At
December 31, 2002, intangible assets of our continuing operations represented
approximately 42% of total assets and 55% of stockholders' equity. The
intangible asset value represents the excess of cost over the fair value of the
separately identifiable net assets acquired in connection with our acquisitions
and affiliations. The value of these assets may not be realized. We regularly
evaluate whether events and circumstances have occurred that indicate all or a
portion of the carrying amount of the asset may no longer be recoverable, in
which case an additional charge to earnings may become necessary. If, during our
evaluation, we determine that the risk-adjusted expected cash flows from an ASC
or other business is not sufficient to recover the unamortized intangible asset,
we will reduce the unamortized balance to its realizable amount and incur a
corresponding charge to earnings. If, in the future, we determine that our
unamortized intangible assets have suffered an impairment which requires us to
write off a portion of unamortized intangible assets due to a change in events
or circumstances, this write-off could significantly reduce our total assets and
we could incur a substantial charge to earnings, as well as be in default under
one or more covenants in our credit facility.

      Becoming and remaining compliant with federal regulations enacted under
      the Health Insurance Portability and Accountability Act could require us
      to expend significant resources and capital, and could impair our
      profitability and limit our ability to grow our business

      Numerous federal regulations have been adopted under the Health Insurance
Portability and Accountability Act of 1996 (HIPAA). Compliance with HIPAA
regulations governing patient privacy is required by April 14, 2003. We have
taken substantial actions in an effort to establish our compliance with HIPAA's
Privacy regulations. These actions include having our ASCs and affiliated
providers implement new HIPAA-compliant policies and procedures, conducting
employee HIPAA training, identifying "business associates" with whom we need to
enter into HIPAA-compliant contractual arrangements and entering into such
arrangements, and various other measures. Ongoing implementation and oversight
of these measures could involve significant time, effort and expense.

      Other federal regulations adopted under HIPAA require that our affiliated
providers and we be capable of conducting certain standardized health care
transactions, including billing and other claims transactions, by October 16,
2003. In addition, compliance with the HIPAA Security Standards regulations is
required by April 21, 2005. Although difficult to predict at this time, the
amount of time, effort and expense associated with becoming compliant with these
HIPAA regulations could require us to divert time, attention and resources from
our business operations, and/or require us to spend substantial sums that could
impair our profitability.

      HIPAA violations could expose us to civil penalties of up to $25,000 per
person per year for each violation or criminal penalties with fines of up to
$250,000 and/or up to 10 years in prison per violation.

Risks Relating to our Common Stock

      If our common stock is delisted from the Nasdaq National Market, the
      liquidity, visibility and price of our common stock may decrease


                                       34
<PAGE>

      Since our initial public offering, our common stock has been listed on the
Nasdaq National Market (NNM). Shares of our common stock could be delisted from
the NNM if we fail to satisfy the continued listing requirements of the NNM,
including a minimum bid closing price of $1.00. During much of the first eight
months of 2002 our common stock failed to achieve a minimum bid closing price of
$1.00 for any sustained period. As a result, on July 8, 2002, we received formal
notification from NNM that our common stock would be delisted for failing to
comply with NNM's minimum bid price requirements. We appealed this determination
and requested a hearing before a Nasdaq Listing Qualifications Panel. Following
this hearing, the Panel notified us in September 2002 that we had regained
compliance with Nasdaq's minimum bid price requirements. The Panel determined to
continue the listing of our common stock on the NNM and informed us that our
hearing file was closed.

      Since the Panel's determination to continue the listing of our common
stock, we have complied with Nasdaq's minimum bid price requirements. If we fail
to continue to satisfy the minimum bid price requirements, or if we fail to
satisfy any other Nasdaq listing requirement, then our common stock could be
delisted from the NNM. In such an event, we could apply for listing on the
Nasdaq SmallCap Market or be forced to list our common stock on the OTC Bulletin
Board or some other quotation medium, depending on our ability to meet the
specific listing requirements of these systems. If this happens, an investor
might find it more difficult to buy and sell, or to obtain accurate price
quotations for, shares of our common stock. This lack of visibility and
liquidity could further decrease the price of our common stock. In addition,
delisting from the NNM might negatively impact our reputation and, as a
consequence, our business.

      Any return on your investment in our stock will depend on your ability to
      sell our stock at a profit

      We have never declared or paid any dividends and our credit agreement
prohibits payment of dividends on our common stock. We anticipate that we will
not declare dividends at any time in the foreseeable future. Instead we will
retain earnings for use in our business. As a result, your return on an
investment in our stock likely will depend on your ability to sell our stock at
a profit.

      In addition, the stock market has, from time to time, experienced extreme
price and volume fluctuations. These broad market fluctuations may adversely
affect the market price of our common stock.

      Fluctuations in our quarterly operating results may make it difficult to
      predict our future results of operations and may cause volatility in our
      stock price

      During 2002, the market price of our common stock was volatile,
fluctuating from a high trading price of $1.75 to a low trading price of $0.52
per share. Our results of operations have varied and may continue to fluctuate
from quarter to quarter. We have a high level of fixed operating costs,
including compensation costs, rent and minimum usage commitments on our excimer
lasers. As a result, our profitability depends to a large degree on the volume
of surgical procedures performed in, and on our ability to utilize the capacity
of, our surgical facilities, as well as the volume of surgical procedures
performed through our fixed-site laser agreements.

      The timing and degree of fluctuations in our operating results will depend
on several factors, including:

      o     general economic conditions
      o     decreases in demand for non-emergency procedures due to severe
            weather
      o     availability or sudden loss of the services of surgeons who utilize
            our surgical facilities
      o     availability or shortages of surgery-related products and equipment,
            including technologically progressive laser vision correction
            equipment
      o     the timing and relative size of acquisitions


                                       35
<PAGE>

      These kinds of fluctuations in quarterly operating results may make it
difficult for you to assess our future results of operations and may cause a
decline or volatility in our stock price.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      Our exposure to interest rate risk relates primarily to our debt
obligations and temporary cash investments. Interest rate risk is managed
through variable rate and term borrowings under our credit facility. On December
31, 2002, we had no debt outstanding under our credit facility. Our revolving
line of credit bears interest at an annual rate equal to our lender's published
base rate plus applicable borrowing margin ranging from 0 to 1.00% or LIBOR plus
a range from 1.5% to 3.00%, varying upon our ability to meet financial
covenants.

      We do not use any derivative financial instruments relating to the risk
associated with changes in interest rates.

Item 8. Financial Statements and Supplementary Data

      The consolidated financial statements and financial statement schedules,
with the report of independent public accountants, listed in Item 15 are
included in this Form 10-K.

Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

      The information in response to this item with respect to our change in
accountants from Arthur Andersen LLP to PricewaterhouseCoopers LLP is
incorporated by reference from the "Executive Compensation" section of the
Definitive Proxy Statement to be filed with the Securities and Exchange
Commission in connection with our 2003 Annual Meeting of Stockholders (the "2003
Proxy Statement")

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

      The information in response to this item is incorporated by reference from
the "Proposal No. 1 -- Election of Directors," "Other Directors" and "Executive
Officers" sections of the 2003 Proxy Statement.

Item 11. Executive Compensation

      The information in response to this item is incorporated by reference from
the "Executive Compensation" section of the 2003 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      The information in response to this item is incorporated by reference from
the "Security Ownership of Certain Beneficial Owners and Management" and
"Executive Compensation" sections of the 2003 Proxy Statement.

Item 13. Certain Relationships and Related Transactions

      The information in response to this item is incorporated by reference from
the "Certain Relationships and Related Transactions" section of the 2003 Proxy
Statement.

Item 14. Controls and Procedures


                                       36
<PAGE>

      Under the supervision and with the participation of the Chairman and Chief
Executive Officer, and Executive Vice President and Chief Financial Officer (its
principal executive officer and principal financial officer), management has
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this annual report.
Based on that evaluation, the Chairman and Chief Executive Officer, and
Executive Vice President and Chief Financial Officer have concluded that these
controls and procedures are effective with respect to timely communicating to
them all material information required to be disclosed in this report. There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of the
evaluation.


                                       37
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)   The following documents are filed as part of this Form 10-K:

      1.    The following consolidated financial statements of the Company, with
            the report of independent public accountants, are filed as part of
            this Form 10-K:

                  o     Report of Independent Public Accountants
                  o     Consolidated Balance Sheets
                  o     Consolidated Statements of Operations
                  o     Consolidated Statements of Stockholders' Equity
                  o     Consolidated Statements of Cash Flows
                  o     Notes to Consolidated Financial Statements

      2.    The following consolidated financial statement schedules of the
            Company are filed as part of this Form 10-K:

                        Schedule I - Rule 12-09 Valuation Reserves

      3.    The following exhibits are filed with this Form 10-K or incorporated
            by reference as set forth below.

Exhibit
Number                              Exhibit
--------------    --------------------------------------------------------------

3.1+              Amended and Restated Certificate of Incorporation of the
                  Registrant
3.2++             Amended and Restated Bylaws of the Registrant
4.1+              Specimen stock certificate representing Common Stock
4.2+              Registrant's Rights Agreement
10.1++            Registrant's Amended and Restated Stock Incentive Plan
10.2+             Registrant's Amended and Restated 1999 Stock Purchase Plan
10.3+             Indemnification Agreement
10.4+             Registration Rights Agreement
10.5+             Subordinated Registration Rights Agreement
10.15+            Registrant's 401(k) Plan
10.23+++*         Alcon Laboratories, Inc. Agreement
10.24++++         Employment Agreement dated August 17, 2001 with Stephen J.
                  Winjum
10.25++++         Employment Agreement dated August 17, 2001 with E. Michele
                  Vickery
10.27+++++        Employment Agreement dated October 16, 2001 with Scott T.
                  Macomber
10.28+++++*       Second Amended and Restated Credit Agreement dated as of
                  October 23, 2001
10.29++++++       First Amendment to Second Amended and Restated Credit
                  Agreement dated February 5, 2002
10.30+++++++      Consent and Second Amendment to Second Amended and Restated
                  Credit Agreement dated June 13, 2002
10.31             Registrant's 2000 Employee Stock Incentive Plan
10.32             Registrant's 2001 Employee Stock Incentive Plan
21                Subsidiaries of the Registrant Consent of
                  PricewaterhouseCoopers LLP
99                Certification of CEO and CFO pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002


                                       38
<PAGE>

----------

+           Incorporated by reference to the corresponding Exhibit of the
            Registrant's Registration Statement on Form S-1 (Reg. No.
            333-79271).

++          Incorporated by reference to the corresponding Exhibit of the
            Registrant's Form 10-K filed with the Securities and Exchange
            Commission on March 30, 2001.

+++         Incorporated by reference to the corresponding Exhibit on the
            Registrant's Form 10-Q filed with the Securities and Exchange
            Commission on May 15, 2001.

++++        Incorporated by reference to the corresponding Exhibit on the
            Registrant's Form 10-Q filed with the Securities and Exchange
            Commission on November 13, 2001.

+++++       Incorporated by reference to the corresponding Exhibit on the
            Registrant's Form 10-K filed with the Securities and Exchange
            Commission on April 1, 2002.

++++++      Incorporated by reference to the corresponding Exhibit on the
            Registrant's Form 10-Q filed with the Securities and Exchange
            Commission on May 14, 2002.

+++++++     Incorporated by reference to the corresponding Exhibit on the
            Registrant's Form 10-Q filed with the Securities and Exchange
            Commission on August 14, 2002.

*           Portions of this Exhibit have been omitted based upon a request for
            confidential treatment of this document; omitted portions have been
            separately filed with the Commission.

(b)   Reports on Form 8-K:

      We did not file any reports on Form 8-K during the fourth quarter of 2002.


                                       39
<PAGE>

                        Report of Independent Accountants

To the Board Directors and Shareholders
of NovaMed Eyecare, Inc:

In our opinion, the consolidated financial statements listed in the index
appearing under Item 15(a)(1) present fairly, in all material respects, the
financial position of NovaMed Eyecare, Inc. and its subsidiaries at December 31,
2002 and 2001, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedules listed in the index
appearing under Item 15(a)(2) present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As disclosed in Note 2 to the financial statements, on January 1, 2002 the
Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" (SFAS 142) and Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS 144). SFAS 142 changed the manner in which the Company accounts
for goodwill and other intangible assets and SFAS 144 changed the manner in
which the Company reports impairment of long-lived assets, including
discontinued operations.

PricewaterhouseCoopers LLP

Chicago, Illinois
April 8, 2003


                                      F-1
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 December 31,  December 31,
                                                                                    2002          2001
                                                                                  --------      --------
<S>                                                                              <C>           <C>
                                         ASSETS

Current assets:
       Cash and cash equivalents, including $143 of restricted cash in 2002 ...    $  1,957     $    967
       Accounts receivable, net of allowances of $6,033 and
             $8,010, respectively .............................................       7,060        8,243
       Notes and amounts due from affiliated providers ........................       1,280        1,471
       Notes receivable from related parties ..................................       1,289           70
       Inventory ..............................................................       1,020          982
       Current deferred tax assets, net and tax receivables ...................       2,940        5,921
       Other current assets ...................................................       1,175        1,039
       Current assets of discontinued operations ..............................       2,575       14,828
                                                                                   --------     --------
             Total current assets .............................................      19,296       33,521
Property and equipment, net ...................................................       7,008        7,659
Intangible assets, net ........................................................      26,756       24,970
Noncurrent deferred tax assets, net ...........................................       7,861       11,285
Other assets, net .............................................................       1,406          564
Noncurrent assets of discontinued operations, net .............................       1,801       14,253
                                                                                   --------     --------
             Total assets .....................................................    $ 64,128     $ 92,252
                                                                                   ========     ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
       Accounts payable .......................................................    $  3,654     $  2,998
       Accrued expenses .......................................................       3,696        2,579
       Restructuring reserves .................................................         784        4,309
       Current maturities of long-term debt ...................................          92          404
       Current liabilities of discontinued operations .........................       3,844       10,533
                                                                                   --------     --------
             Total current liabilities ........................................      12,070       20,823
                                                                                   --------     --------
Long-term debt, net of current maturities .....................................          11       20,708
                                                                                   --------     --------
Minority interest .............................................................       3,399          142
                                                                                   --------     --------
Commitments and contingencies
Stockholders' equity:
       SeriesE Junior Participating Preferred Stock, $0.01 par value, 1,912,000
             shares authorized, none outstanding at
             December 31, 2002 and 2001, respectively .........................          --           --
       Common stock, $0.01 par value, 81,761,465 shares
             authorized, 24,905,507 and 24,835,108 shares issued
             at December 31, 2002 and 2001, respectively ......................         249          248
       Additional paid-in-capital .............................................      77,753       77,673
       Accumulated deficit ....................................................     (27,132)     (27,342)
       Treasury stock, at cost, 2,473,640 shares at December 31, 2002 .........      (2,222)          --
                                                                                   --------     --------
             Total stockholders' equity .......................................      48,648       50,579
                                                                                   --------     --------
             Total liabilities and stockholders' equity .......................    $ 64,128     $ 92,252
                                                                                   ========     ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-2
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                                    ----------------------------------
                                                                      2002         2001         2000
                                                                    --------     --------     --------
<S>                                                                 <C>          <C>          <C>
Net revenue:
         Surgical facilities ...................................    $ 33,665     $ 33,786     $ 37,872
         Product sales and other ...............................      20,108       19,654       13,115
                                                                    --------     --------     --------
            Total net revenue ..................................      53,773       53,440       50,987
                                                                    --------     --------     --------
Operating expenses:
         Salaries, wages and benefits ..........................      20,158       21,359       18,112
         Cost of sales and medical supplies ....................      14,146       13,905       13,825
         Selling, general and administrative ...................      11,515       11,856       10,641
         Depreciation and amortization .........................       2,461        4,390        3,807
         Restructuring charges .................................      (1,005)      10,912           --
         Other charges .........................................          --        1,710           --
         Goodwill impairment charge ............................       1,336           --           --
                                                                    --------     --------     --------
            Total operating expenses ...........................      48,611       64,132       46,385
                                                                    --------     --------     --------

           Income (loss) from continuing operations ............       5,162      (10,692)       4,602
                                                                    --------     --------     --------
Other (income) expense:
         Interest expense ......................................         414          965          973
         Interest income .......................................        (157)         (58)        (119)
         Minority interests in earnings of consolidated entities         906           28           --
         Gain on sale of minority interests ....................      (1,584)          --           --
         Other .................................................        (513)          57           37
                                                                    --------     --------     --------
              Total other (income) expense .....................        (934)         992          891
                                                                    --------     --------     --------
Income (loss) from continuing operations before income taxes ...       6,096      (11,684)       3,711
Income tax provision (benefit) .................................       2,439       (4,591)       1,455
                                                                    --------     --------     --------

Net income (loss) from continuing operations ...................       3,657       (7,093)       2,256
Net income from discontinued operations, net of tax ............         206        1,709        3,088
Net loss on disposal of discontinued operations, net of tax ....      (1,850)     (27,213)          --
Cumulative effect of change in accounting principle, net of tax       (1,803)          --           --
                                                                    --------     --------     --------
Net income (loss) ..............................................    $    210     $(32,597)    $  5,344
                                                                    ========     ========     ========

Net earnings (loss) per common share from continuing operations:
          Basic ................................................    $   0.15     $  (0.29)    $   0.09
                                                                    ========     ========     ========
          Diluted ..............................................    $   0.15     $  (0.29)    $   0.09
                                                                    ========     ========     ========
Net earnings (loss) per common share:

          Basic ................................................    $   0.01     $  (1.32)    $   0.22
                                                                    ========     ========     ========
          Diluted ..............................................    $   0.01     $  (1.32)    $   0.21
                                                                    ========     ========     ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-3
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                        (Dollars and shares in thousands)

<TABLE>
<CAPTION>
                                                       Common Stock                                Treasury Stock
                                                      --------------                              -----------------
                                                                                     Retained
                                                                       Additional    Earnings                             Total
                                                                Par     Paid-In    (Accumulated)                       Stockholders'
                                                      Shares   Value    Capital      (Deficit)    Shares     At Cost      Equity
                                                      ------    ----    -------      --------     ------     -------     --------
<S>                                                   <C>       <C>     <C>          <C>          <C>        <C>         <C>
Balance, December 31, 1999 .......................    24,159    $242    $74,628      $     89         --     $    --     $ 74,781

Issuance of stock in conjunction with affiliations
   and acquisitions ..............................        88       1        596            --         --          --          597
Stock options exercised/sold .....................       371       4      1,876            --         --          --        1,880
Shares issued - employee stock purchase plan .....        61      --        262            --         --          --          262
Net income .......................................        --      --         --         5,344         --          --        5,344
                                                      ------    ----    -------      --------     ------     -------     --------

Balance, December 31, 2000 .......................    24,679     247     77,362         5,255         --          --       82,864

Stock options exercised/sold .....................        79       1        193            --         --          --          194
Shares issued - employee stock purchase plan .....        77      --        118            --         --          --          118
Net loss .........................................        --      --         --       (32,597)        --          --      (32,597)
                                                      ------    ----    -------      --------     ------     -------     --------

Balance, December 31, 2001 .......................    24,835     248     77,673       (27,342)        --          --       50,579

Shares received as consideration in divestiture
   transactions ..................................        --      --         --            --     (2,473)     (2,222)      (2,222)
Stock options granted ............................        --      --         36            --         --          --           36
Shares issued - employee stock purchase plan .....        70       1         44            --         --          --           45
Net income .......................................        --      --         --           210         --          --          210
                                                      ------    ----    -------      --------     ------     -------     --------

Balance, December 31, 2002 .......................    24,905    $249    $77,753      $(27,132)    (2,473)    $(2,222)    $ 48,648
                                                      ======    ====    =======      ========     ======     =======     ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-4
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                        ----------------------------------
                                                                          2002         2001         2000
                                                                        --------     --------     --------
<S>                                                                     <C>          <C>          <C>
Cash flows from operating activities:
    Net income (loss) from continuing operations ...................    $  3,657     $ (7,093)    $  2,256
    Adjustments to reconcile net income (loss) to net cash
     provided by continuing operations, net of effects of
     purchase transactions:
        Depreciation and amortization ..............................       2,461        4,390        3,807
        Restructuring and other charges ............................      (1,005)      12,622           --
        Impairment charge ..........................................       1,336           --           --
        Gain on sale of minority interests .........................      (1,584)          --           --
        Deferred taxes .............................................       2,439       (5,357)         566
        Minority interests .........................................         906           28           --
        Distributions to minority partners .........................        (109)          --           --
        Changes in operating assets and liabilities--
             Accounts receivable ...................................       1,702        2,661       (2,761)
             Inventory .............................................          33          729          166
             Other current assets ..................................       1,445           75          549
             Other noncurrent assets ...............................         (41)        (561)        (108)
             Accounts payable, accrued expenses and
              income taxes payable .................................       1,167       (2,528)       1,008
                                                                        --------     --------     --------
                 Net cash provided by continuing operations ........      12,407        4,966        5,483
                                                                        --------     --------     --------

Cash flows from investing activities:
    Purchases of property and equipment ............................      (1,844)      (1,300)      (6,495)
    Acquisitions of and affiliations with entities, net ............      (6,151)      (1,360)      (9,019)
    Proceeds from sale of minority interests .......................       2,797           --           --
    Issuance of notes receivable to affiliated providers ...........          --          (37)      (2,876)
                                                                        --------     --------     --------
                 Net cash used in investing activities .............      (5,198)      (2,697)     (18,390)
                                                                        --------     --------     --------

Cash flows from financing activities:
    Borrowings under revolving credit agreement ....................      33,085       42,515       83,534
    Payments under revolving credit agreement ......................     (53,780)     (48,213)     (60,550)
    Proceeds from the issuance of stock, net of issuance costs .....          44          236          972
    Other long-term debt and capital lease obligations .............        (465)        (255)        (740)
                                                                        --------     --------     --------
                 Net cash provided by (used in) financing activities     (21,116)      (5,717)      23,216
                                                                        --------     --------     --------

Cash flows from discontinued operations:
    Operating activities ...........................................       2,164        4,722        3,509
    Investing activities ...........................................      12,766       (1,060)     (14,861)
    Financing activities ...........................................         (33)         (32)          --
                                                                        --------     --------     --------
                 Net cash provided by (used in) discontinued
                 operations ........................................      14,897        3,630      (11,352)
                                                                        --------     --------     --------

Net increase (decrease) in cash and cash equivalents ...............         990          182       (1,043)
Cash and cash equivalents, beginning of year .......................         967          785        1,828
                                                                        --------     --------     --------
Cash and cash equivalents, end of year .............................    $  1,957     $    967     $    785
                                                                        ========     ========     ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-5
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Description of the Business

      NovaMed Eyecare, Inc. (NovaMed) along with its subsidiaries (collectively,
the Company), is an owner and operator of ambulatory surgery centers (ASCs). The
Company's primary focus and strategy is to acquire, develop and operate
ambulatory surgery centers in joint ownership with physicians throughout the
United States. The Company owns and operates sixteen ASCs. Currently, all of the
Company's ASCs are single-specialty ophthalmic surgical facilities where eye
care professionals perform surgical procedures - primarily cataract and
refractive surgery (laser vision correction or LVC). Most of the Company's ASCs
are also practice-based facilities - meaning that they are located adjacent to
or near a physician practice. The Company owns a majority interest in eleven of
its ASCs, with physicians owning the remaining equity interests. The Company
currently owns all of the equity interests in its other five ASCs; however, in
the future it may either elect, or be required pursuant to existing agreements,
to sell to physicians a minority interest in these facilities. The Company also
has fixed-site laser agreements pursuant to which it provides excimer lasers and
other services to eye care professionals.

      In addition, the Company owns and operates an optical products and
services organization that sells: corrective lenses and eyeglasses produced by
its two wholesale optical laboratories; eyeglass frames and contact lenses
purchased from manufacturers by its optical products purchasing organization;
and marketing products and services. The wholesale optical laboratories are
located in Chicago, Illinois and Indianola, Iowa and the optical products
purchasing organization is based in Roseville, Illinois. The marketing products
and services company operates from Houston, Texas.

      In addition to its surgical facilities and optical products businesses,
the Company also continues to provide management services to four eye care
practices pursuant to long-term service agreements. These practices are located
in the Midwest and Southeastern United States. Under these service agreements,
the Company provides business, information technology, administrative and
financial services to its affiliated providers in exchange for a management fee.
Two of these practices are reported as discontinued operations as discussed in
Note 3.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Presentation and Principles of Consolidation

      The consolidated financial statements have been prepared on the accrual
basis of accounting and include the accounts of NovaMed and all of its wholly
owned and majority-owned subsidiaries. Subsidiaries are consolidated when the
Company has operational control. All significant intercompany transactions have
been eliminated. Prior year amounts have been reclassified to conform to current
year discontinued operations presentation.

Cash and Cash Equivalents

      Cash and cash equivalents include all highly liquid instruments with an
original maturity of three months or less from the date of purchase. Pursuant to
one of its limited liability company agreements the Company is required to
maintain a balance equal to at least one month's operating expenses in the
entity's bank account. At December 31, 2002, $143,000 of cash was so restricted.


                                      F-6
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Inventory

      Inventory consists primarily of optical products such as eyeglass frames,
optical lenses, contact lenses as well as surgical supplies used in connection
with the operation of the Company's surgical facilities. Inventory is valued at
the lower of cost or market, with cost determined using the first-in, first-out
(FIFO) method. The Company routinely reviews its inventory for obsolete, slow
moving or otherwise impaired inventory and records a related expense in the
period such impairment is known and quantifiable.

      Year ended December 31,        2002              2001
                                  ----------        ----------
      Optical products            $      717        $      622
      Surgical supplies                  238               263
      Other                               65                97
                                  ----------        ----------
        Total inventory           $    1,020        $      982
                                  ==========        ==========

Property and Equipment

      Property and equipment are stated at cost or fair market value at the date
of acquisition. Depreciation of property and equipment is calculated using the
straight-line method over the estimated useful lives of the related assets,
generally three to seven years for equipment, computer software, furniture and
fixtures, and the lesser of the lease term or 10 years for leasehold
improvements. Routine maintenance and repairs are charged to expense as
incurred.

Intangible Assets

      The Company's acquisitions and affiliations involve the purchase of
tangible and intangible assets and the assumption of certain liabilities. As
part of the purchase price allocation, the Company allocates the purchase price
to the tangible assets acquired and liabilities assumed, based on estimated fair
market values, with the remainder of the purchase price allocated to
intangibles. Effective January 1, 2002 the Company adopted Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
(SFAS 142). Goodwill and other intangible assets with indefinite lives are not
amortized but are subject to annual impairment testing in relation to their fair
value. Upon the initial adoption of SFAS 142, the Company recognized an
impairment charge of $1.8 million, net of tax, as a change in accounting method.
An additional impairment charge was recognized as a result of the required
testing in the fourth quarter of 2002 as discussed in Note 7.

Impairment of Long-Lived Assets

      The Company reviews the carrying value of the long-lived assets
periodically to determine if facts and circumstances exist that would suggest
that assets might be impaired or that the useful lives should be modified. Among
the factors the Company considers in making the evaluation are changes in market
position and profitability. If facts and circumstances are present which may
indicate impairment is probable, the Company will prepare a projection of the
undiscounted cash flows of the specific business entity and determine if the
long-lived assets are recoverable based on these undiscounted cash flows. If
impairment is indicated, an adjustment will be made to reduce the carrying
amount of these assets to their fair value.


                                      F-7
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Effective January 1, 2002 the Company adopted Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144). This pronouncement establishes a single accounting model of
the impairment of disposal of long-lived assets, including discontinued
operations. Although SFAS 144 supercedes SFAS 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of and APB Opinion
30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, the accounting treatment related to the Company's
decision in September 2001 to discontinue its management services segment under
APB Opinion 30 is not impacted. During 2002 the Company sold additional
operations not contemplated in its divestiture 2001 plan. The sales of these
businesses have been accounted for under SFAS 144. All prior periods have been
revised to reflect the requirements of SFAS 144.

Income Taxes

      The Company uses the liability method of accounting for income taxes in
accordance with Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, using enacted
tax rates in effect for the year in which the differences are expected to
reverse. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

Fair Value of Financial Instruments

      The carrying value of all financial instruments such as accounts
receivable, notes and amounts due from affiliated providers, accounts payable
and accrued expenses are reasonable estimates of their fair value because of the
short maturity of these items. The Company believes the current carrying amounts
of its notes receivable from related parties, line of credit and obligations
under capital leases approximate fair value because the interest rates on these
instruments are subject to change with, or approximate, market interest rates.

Revenue Recognition

      Surgical Facilities

      Revenue in the Company's surgical facilities is based on fees charged to
patients, third-party payors or others for use of the facilities and relate
primarily to cataract, laser vision correction and other surgery procedures and
is recorded at the time of the patient's procedure. Revenue from fixed-site
laser services installations is the fee charged to the doctor for use of the
laser placed in that doctor's facility. Surgical facility revenue is net of
contractual adjustments and a provision for doubtful accounts.

      Product Sales and Other

      The Company's optical products purchasing organization negotiates volume
buying discounts with optical products manufacturers. The buying discounts and
any handling charges billed to the members of the buying group represent the
revenue recognized for financial reporting purposes. Revenue is recognized as
orders are shipped to members. Revenue generated from affiliated
ophthalmologists and optometrists with whom the Company has a management
services agreement is eliminated in consolidation. Previously, the Company
recognized the full amount of optical product sales as revenue and the related
product cost as cost of sales. The Company believes the current policy is better
aligned with the provisions of Staff Accounting Bulletin 101. The impact of this
revision on the consolidated statement of operations was to reduce product sales
revenue and cost of sales by $17.5 million and $12.4 million, respectively, for
the years ended 2001 and 2000. There was no impact to consolidated net income.


                                      F-8
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

      The Company's wholesale optical laboratories manufacture and distribute
corrective lenses and eyeglasses to both affiliated and non-affiliated
ophthalmologists and optometrists. Revenue is recognized when product is
shipped, net of an allowance for discounts. In May 2000, the Company acquired a
producer of sales and marketing products and services; revenue is recognized
when the product is shipped or service rendered.

      The Company owns the net operating assets and has long-term service
agreements (SAs) with an ophthalmology practice and an optometric practice with
a retail optical store. The Company provides services, facilities and equipment
under these SAs. The SAs have 25 to 40-year terms and require the Company to
provide all of the business, administrative and financial services necessary to
operate the practices and the retail optical store. The Company recognizes the
revenue of the SAs based on services performed and retail sales adjusted for
contractual arrangements.

Cost of Sales and Medical Supplies

      Cost of sales and medical supplies includes the cost of optical products
such as eyeglass frames, optical lenses, contact lenses and surgical supplies,
direct labor costs incurred in the preparation of optical lenses, and the per
procedure fees related to operating the equipment used in LVC procedures.

Stock Compensation

      The Company accounts for its stock-based employee compensation plans under
the recognition and measurement principles of Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under those plans had an exercise price equal to
or above the market value of the underlying common stock at the date of grant.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation.
See Note 15 for additional information regarding stock option plans.

<TABLE>
<CAPTION>
                                                                      2002           2001           2000
                                                                   ----------     ----------     ----------
<S>                                                                <C>            <C>            <C>
      Net income (loss)-- as reported .........................    $      210     $  (32,597)    $    5,344
      Deduct : Total stock-based employee compensation expense,
      net of related tax effects ..............................        (1,461)        (1,633)        (1,696)
                                                                   ----------     ----------     ----------
      Pro forma net income ....................................    $   (1,251)    $  (34,230)    $    3,648
                                                                   ==========     ==========     ==========
      Earnings (loss) per share:
            Basic - as reported ...............................    $     0.01     $    (1.32)    $     0.22
                                                                   ==========     ==========     ==========
            Basic - pro forma .................................    $    (0.05)    $    (1.38)    $     0.15
                                                                   ==========     ==========     ==========

            Diluted - as reported .............................    $     0.01     $    (1.32)    $     0.21
                                                                   ==========     ==========     ==========
            Diluted - pro forma ...............................    $    (0.05)    $    (1.38)    $     0.14
                                                                   ==========     ==========     ==========
</TABLE>


                                      F-9
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

         The fair value of these options was estimated using the Black-Scholes
option-pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                                                      2002           2001           2000
                                                                   ----------     ----------     ----------
<S>                                                                <C>            <C>            <C>
      Expected option life in years ...........................             4              4              4
      Risk-free interest rate .................................          4.30%          4.36%          5.93%
      Dividend yield ..........................................            --             --             --
      Expected volatility .....................................          .940           1.00           .950
</TABLE>

Concentration of Credit Risk

      For the years ended December 31, 2002, 2001 and 2000, approximately 34%,
30% and 27%, respectively, of the Company's net revenue was received from
Medicare and other governmental programs, which reimburse providers based on fee
schedules determined by the related governmental agency. In the ordinary course
of business, providers receiving reimbursement from Medicare and other
governmental programs are potentially subject to a review by regulatory agencies
concerning the accuracy of billings and sufficiency of supporting documentation.

Use of Estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

3. DISCONTINUED OPERATIONS

      Effective January 1, 2002 the Company adopted SFAS 144 under which it will
report as discontinued operations certain operations that have been disposed of
or are classified as held for sale. Under SFAS 144 projected operating results
and the estimated gain or loss on sale is no longer accrued for when the
decision to sell is made. Rather, the earnings or losses of discontinued
operations continue to be reported, and any gain or loss is recognized at the
time of sale. The Company has sold two ambulatory surgery centers and three
optical dispensary businesses during 2002 and made the decision to sell its
remaining optical dispensaries, all of which are reported as discontinued
operations. As required by SFAS 144, prior period financial statements have been
revised to reflect these operations as discontinued. Previously reported net
income and stockholders' equity remains unchanged as a result of the revision.

      During 2001, the Company implemented a Plan of Discontinued Operations and
Restructuring (the "Plan"). The Plan involved the divestiture of the management
services segment or physician practice management ("PPM") business. The results
of these discontinued operations are accounted for under Accounting Principles
Board Opinion No. 30 "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" ("APB 30"). Under APB 30, the
projected operating results and the estimated gain or loss on disposal was
accrued at the date the plan was adopted in 2001. A charge of $27.2 million was
reported net of tax in the Company's third quarter 2001 financial statements. As
of December 31, 2002, the Company had completed fourteen planned divestiture
transactions. During the fourth quarter of 2002, the decision was made to retain
management services agreements with one physician practice and one optometric
practice that had been included in the Plan. The reserve established related to
these operations of $1.4 million was reversed in the Company's 2002 results, and
the 2001 Statement of Operations was revised to report the fourth quarter 2001
results as continuing operations. The structure of several divestiture
transactions completed during 2002 varied from the Company's original Plan. As a
result, the deferred tax asset established from the original estimated net loss
on disposal of discontinued operations was reduced by $2.7 million.


                                      F-10
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

      As of December 31, 2002, from the sale of the PPM business, two ASCs and
three optical dispensaries, all of which have been treated as discontinued
operations, the Company has received proceeds of $17.7 million, consisting of
$15.3 million in cash and $2.4 million in promissory notes with multi-year
terms. The Company also received as consideration 1.7 million shares of its
common stock.

The operating results of all discontinued operations are summarized as follows:

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                                                ---------------------------------
                                                                  2002         2001        2000
                                                                --------     --------     -------
<S>                                                             <C>          <C>          <C>

Net revenue                                                     $ 34,924     $ 69,429     $72,242
Operating expenses                                                35,438       65,920      66,276
Interest and other expense, net                                       94          890         887
                                                                --------     --------     -------
Income (loss) from operations before income taxes                   (608)       2,619       5,079
Income tax provision (benefit)                                      (244)       1,093       1,991
                                                                --------     --------     -------
Net income (loss) from operations                                   (364)       1,526       3,088
Net income (loss) charged (credited) to reserves                    (570)        (183)         --
                                                                --------     --------     -------
Net income per statement of operations                          $    206     $  1,709     $ 3,088
                                                                ========     ========     =======

Gain (loss) on disposal                                         $  1,369     $(40,491)    $    --
Income tax expense (benefit)                                       3,219      (13,278)         --
                                                                --------     --------     -------
Net gain (loss) on disposal of discontinued operations          $ (1,850)    $(27,213)    $    --
                                                                ========     ========     =======

</TABLE>

The balance sheet components of discontinued operations are summarized as
follows:

                                                     December 31,   December 31,
                                                         2002           2001
                                                     ------------   ------------

Accounts and notes receivable                         $    2,190     $   12,762
Inventories                                                  242          1,383
Other current assets                                         143            683
                                                      ----------     ----------
Current assets of discontinued operations             $    2,575     $   14,828
                                                      ==========     ==========

Net property and equipment                            $      756     $    5,449
Long-term note receivable                                     --            184
Intangible assets                                          1,045          8,620
                                                      ----------     ----------
Noncurrent assets of discontinued operations          $    1,801     $   14,253
                                                      ==========     ==========

Accounts payable                                      $      216     $      983
Accrued expenses                                             356          2,240
Notes payable and capitalized lease obligations                1             79
Discontinued operations reserves                           3,271          7,231
                                                      ----------     ----------
Current liabilities of discontinued operations        $    3,844     $   10,533
                                                      ==========     ==========

      Net interest expense allocated to discontinued operations was $125,000,
$964,000 and $933,000 for the years ended December 31, 2002, 2001 and 2000,
respectively. Interest allocated to discontinued operations accounted for under
APB 30 was based on the proportion of net assets of discontinued operations to
consolidated net


                                      F-11
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

assets plus consolidated debt as prescribed by Emerging Issues Task Force 87-24
-- Allocation of Interest to Discontinued Operations.

      Included in the balance sheet line "Discontinued operations reserves" at
December 31, 2002 are APB 30 reserves of $1.1 million for estimated operating
losses to be incurred through the date of sale and $2.2 million for costs to
exit the PPM business.

4. EARNINGS (LOSS) PER COMMON SHARE (EPS)

      Diluted EPS is calculated by dividing net income (loss) by the weighted
average number of common shares, including the dilutive effect of potential
common shares outstanding during the period. The dilutive effect of potential
common shares, consisting of outstanding options is calculated using the
treasury stock method. The 2001 average share calculation excludes 377,000
potential common shares from stock options, as their effect would be
anti-dilutive.

Earnings (loss) per common share is calculated as follows (amounts in thousands,
except per share data):

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                             ----------------------------------------
                                                                2002           2001           2000
                                                             ----------     ----------     ----------
<S>                                                          <C>            <C>            <C>
Net income (loss) from continuing operations ............    $    3,657     $   (7,093)    $    2,256
Net income (loss) from discontinued operations ..........        (1,644)       (25,504)         3,088
Cumulative effect of change in accounting principle .....        (1,803)            --             --
                                                             ----------     ----------     ----------
Net income (loss) .......................................    $      210     $  (32,597)    $    5,344
                                                             ==========     ==========     ==========

Basic weighted average number of common shares
      outstanding .......................................        23,841         24,784         24,495
Effect of dilutive securities--stock options ............           137             --          1,544
                                                             ----------     ----------     ----------
Diluted weighted average number of shares outstanding ...        23,978         24,784         26,039
                                                             ==========     ==========     ==========

Basic earnings (loss) per common share:
     Continuing operations ..............................    $     0.15     $    (0.29)    $     0.09
     Discontinued operations ............................         (0.07)         (1.03)          0.13
     Cumulative effect of change in accounting principle          (0.07)            --             --
                                                             ----------     ----------     ----------
Basic earnings (loss) per share .........................    $     0.01     $    (1.32)    $     0.22
                                                             ==========     ==========     ==========

Diluted earnings (loss) per common share:
     Continuing operations ..............................    $     0.15     $    (0.29)    $     0.09
     Discontinued operations ............................         (0.07)         (1.03)          0.12
     Cumulative effect of change in accounting principle          (0.07)            --             --
                                                             ----------     ----------     ----------
Diluted earnings (loss) per share .......................    $     0.01     $    (1.32)    $     0.21
                                                             ==========     ==========     ==========
</TABLE>


                                      F-12
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

5. ACQUISITIONS AND SALES OF MINORITY INTERESTS

      The Company generally acquires majority equity interests in ASCs through
the purchase method of accounting. The results of operations are included in the
consolidated financial statements of the Company from the date of acquisition.

The following represents the significant acquisitions occurring in 2002, 2001
and 2000:

<TABLE>
<CAPTION>
    Acquisition                  Location          Effective Date      Purchase Price
    -----------                  --------          --------------      --------------
<S>                          <C>                   <C>                <C>
2002
ASC (51%)                    Colorado Springs, CO  June 2002           $1.4 million
ASC (60%)                    Tyler, TX             September 2002      $4.7 million

2001
ASC (60%)                    Thibodaux, LA         November 2001       $1.4 million

2000
Marketing Products Company   Houston, TX           May 2000            $4.7 million
ASC                          Atlanta, GA           September 2000      $1.5 million
ASC and LVC                  Columbus, GA          October 2000        $0.7 million
Practice                     Chattanooga, TN       November 2000       $1.5 million
                             and Atlanta, GA
</TABLE>

      Goodwill recorded upon acquisition of the above was $5.8 million, $1.3
million, and $7.3 million in 2002, 2001 and 2000 respectively. The goodwill
created is not amortized in accordance with SFAS 142.

      The following unaudited pro forma results of operations for the years
ended December 31, 2002, 2001 and 2000 assume that the business acquisitions
subsequent to January 1, 2000 described above occurred at the beginning of the
year preceding the year of acquisition. The unaudited pro forma results from
continuing operations below are based on historical results of operations,
include adjustments for depreciation, amortization and taxes and do not
necessarily reflect actual results that would have occurred (in thousands,
except per share amounts):

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                                             ----------------------------------------
                                                                2002           2001              2000
                                                             ----------     ----------     ----------
<S>                                                          <C>            <C>            <C>
Pro forma net revenue ...................................    $   57,091     $   54,199     $   60,178
Pro forma  continuing net income (loss) .................         4,120         (6,997)         3,086
Pro forma  continuing earnings (loss) per
  common share:
    Basic ...............................................          0.17          (0.28)          0.13
    Diluted .............................................          0.17          (0.28)          0.12
</TABLE>


                                      F-13
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

      In addition to its divestiture transactions during 2002, the Company also
sold minority equity interests in five of its existing ASCs to various
physician-owners of the divested practices. In return, the Company received in
the aggregate approximately $2.7 million in cash proceeds and 725,000 shares of
its common stock.

Location                           Interest % sold        Effective Date
--------                           ---------------        --------------
River Forest, IL                         20%              June 2002
River Forest, IL                         5%               July 2002
Overland Park, KS                        49%              October 2002
Kansas City, MO                          20%              October 2002
Merrillville, IN                         49%              December 2002
St. Joseph, MO                           20%              December 2002

All of these entities are consolidated into the financial statements of the
Company and the minority shareholder interests in the earnings and assets of
those ASCs are reflected in the minority interest line of the consolidated
financial statements.

6. PROPERTY AND EQUIPMENT

      Property and equipment consist of the following as of December 31, 2002
and 2001 (in thousands):

<TABLE>
<CAPTION>
                                                                       2002         2001
                                                                    ---------     ---------
<S>                                                                 <C>           <C>
            Equipment ..........................................    $  12,380     $  11,288
            Computer software ..................................          456           803
            Furniture and fixtures .............................          716           779
            Leasehold improvements .............................        1,606         1,374
                                                                    ---------     ---------
                                                                       15,158        14,244
            Less--Accumulated depreciation and amortization ....       (8,150)       (6,585)
                                                                    ---------     ---------
                                                                    $   7,008     $   7,659
                                                                    =========     =========
</TABLE>

      Depreciation and amortization expense for property and equipment in 2002,
2001 and 2000 was approximately $2.5 million, $3.4 million and $2.9 million,
respectively. In 2001, the Company recorded an impairment charge of $2.6 million
to write-down computer equipment and software related to the restructuring of
its information technology function.

7. GOODWILL AND OTHER INTANGIBLE ASSETS -- CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE

      Effective January 1, 2002 the Company adopted SFAS No. 142. Under the new
rules, the Company is no longer required to amortize goodwill and other
intangible assets with indefinite lives. Instead, the carrying value of these
assets is assessed at least annually and an impairment charge is recorded if
appropriate. Impairment losses identified at the initial adoption of FAS 142 are
reported as a change in accounting principle. Subsequent impairment losses are
reported in income from continuing operations.


                                      F-14
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

      The Company evaluated its goodwill as of January 1, 2002 and determined
that the goodwill associated with one of its ancillary businesses was impaired.
This business sells marketing products to the laser vision correction market,
which has shown a downturn in demand. This downturn has negatively impacted the
prospects for this business. The evaluation indicated an impairment of
approximately $1.8 million, after tax, and this write-off is presented as a
change in accounting principle in these financial statements. During the fourth
quarter of 2002, it was determined that the same ancillary business required an
additional pre-tax impairment charge of $1.3 million which resulted in the
write-down of the remaining goodwill for this business.

Goodwill balances by reportable segment are summarized in the table below:

<TABLE>
<CAPTION>
                                        Surgical     Product
                                       Facilities     Sales      Other       Total
                                       ----------     -----      -----       -----
<S>                                     <C>          <C>         <C>       <C>
Balance January 1, 2001                 $ 14,744     $ 9,899     $ 980     $ 25,623
Acquisition of ASCs                        1,251          --        --        1,251
Goodwill written-off-- restructuring        (866)         --        --         (866)
Amortization                                (665)       (334)      (39)      (1,038)
                                        --------     -------     -----     --------
Balance December 31, 2001                 14,464       9,565       941       24,970
Acquisition of ASCs                        5,876          --        --        5,876
Impairment losses                             --      (4,090)       --       (4,090)
                                        --------     -------     -----     --------
Balance December 31, 2002               $ 20,340     $ 5,475     $ 941     $ 26,756
                                        ========     =======     =====     ========
</TABLE>

The following tables summarize the results of continuing operations and earnings
per share had FAS 142 been adopted as if January 1, 2000:

<TABLE>
<CAPTION>
                                                                ------------------------------------
                                                                       Year ended December 31,
                                                                ------------------------------------
                                                                   2002         2001          2000
                                                                ---------    ---------     ---------
<S>                                                             <C>          <C>           <C>
Reported net income (loss) from continuing operations ......    $   3,657    $  (7,093)    $   2,256
Add back: Goodwill amortization ............................           --        1,038           906
Less: Related tax effect ...................................           --         (408)         (355)
                                                                ---------    ---------     ---------
Adjusted net income (loss) from continuing operations ......    $   3,657    $  (6,463)    $   2,807
                                                                =========    =========     =========

Basic Earnings Per Share
Reported net income (loss) from continuing operations ......    $    0.15    $   (0.29)    $    0.09
Goodwill amortization, net of tax ..........................           --         0.03          0.02
                                                                ---------    ---------     ---------
Adjusted net income (loss) from continuing operations ......    $    0.15    $   (0.26)    $    0.11
                                                                =========    =========     =========
Diluted Earnings Per Share
Reported net income (loss) from continuing operations ......    $    0.15    $   (0.29)    $    0.09
Goodwill amortization, net of tax ..........................           --         0.03          0.02
                                                                ---------    ---------     ---------
Adjusted net income (loss) from continuing operations ......    $    0.15    $   (0.26)    $    0.11
                                                                =========    =========     =========
</TABLE>


                                      F-15
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

8. ACCRUED EXPENSES

      Accrued expenses consist of the following as of December 31, 2002 and 2001
(in thousands):

<TABLE>
<CAPTION>
                                                                          2002         2001
                                                                       ---------    ---------
<S>                                                                    <C>          <C>
            Accrued payroll and related benefits ..................    $     883    $   1,231
            Accrued incentive compensation ........................          922           86
            Accrued business taxes ................................          413          219
            Accrued professional fees, deferred revenue and other .        1,478        1,043
                                                                       ---------    ---------
                                                                       $   3,696    $   2,579
                                                                       =========    =========
</TABLE>

9. RESTRUCTURING AND OTHER CHARGES

      The Plan contemplated the Company pursuing and/or negotiating the
following -- (a) closure of certain facilities due to under-performing results
including one ASC, seven LVC centers and one fixed laser site; (b) termination
of an acquisition contract; and (c) reorganization and downsizing of the
Company's information technology function to conform to the needs of continuing
operations and the pursuit of the Company's discontinued operations plan.

The Company recorded the following restructuring charges during 2002:

<TABLE>
<CAPTION>
                                 Reserve at                      Reversal of       Reserve at
                                December 31,      Charges          Excess         December 31,
                                    2001          Utilized        Reserves            2002
                                ------------     ----------      -----------      ------------
<S>                             <C>              <C>             <C>              <C>
Facility closures --
     Asset impairments          $        191     $      (53)     $      (83)      $        55
     Lease commitments                 1,717           (677)           (601)              439
Contract termination                   1,836         (1,702)           (134)               --
Reorganization of IT--
     Asset impairments                    12             --             (12)               --
     Lease commitments                   456            (52)           (250)              154
Other                                     97            (36)             75               136
                                ------------     ----------      ----------       -----------
     Restructuring charges      $      4,309     $   (2,520)     $   (1,005)      $       784
                                ============     ==========      ==========       ===========
</TABLE>

     The Company monitored its restructuring plan during 2002. During the fourth
quarter, the Company determined that it had excess reserves of $1.0 million. The
excess reserves were primarily due to better than expected results resolving
outstanding lease obligations and the decision to retain one ASC slated for
closure as a result of the identification of an unanticipated source of surgical
patients. The reversal of the excess reserve is reported in the results of
continuing operations.

     The Company had entered into an agreement to purchase an ASC for $9.3
million upon the resolution of certain contingencies or pay a termination fee.
Effective January 1, 2002 the Company terminated its contract to purchase this
ASC. The termination fee is included in the restructuring charges. Through
December 31, 2002, the Company has closed eight LVC centers and one fixed laser
site.

     During the third quarter of 2001, the Company recorded other charges of
$1.7 million. Included in these charges were professional fees incurred in
development of the Plan of $0.5 million and severance and other employee costs
incurred prior to approval of the Plan of $1.2 million.


                                      F-16
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

10. INCOME TAXES

      The income tax provision (benefit) from continuing operations consists of
the following for the years ended December 31, 2002, 2001 and 2000 (in
thousands):

<TABLE>
<CAPTION>
                                                                       2002           2001           2000
                                                                   ----------     ----------     ----------
<S>                                                                <C>            <C>            <C>
      Current
           Federal ............................................    $       --           (972)         1,055
           State ..............................................            --           (129)           161
                                                                   ----------     ----------     ----------
                                                                           --         (1,101)         1,216
                                                                   ----------     ----------     ----------
      Deferred
           Federal ............................................         2,134         (3,083)           228
           State ..............................................           305           (407)            11
                                                                   ----------     ----------     ----------
                                                                        2.439         (3,490)           239
                                                                   ----------     ----------     ----------
                                                                   $    2,439     $   (4,591)    $    1,455
                                                                   ==========     ==========     ==========
</TABLE>

      A reconciliation of income tax expense for financial reporting purposes
and the amount calculated using the U.S. statutory rate of 34% are presented as
follows:

<TABLE>
<CAPTION>
                                                                       2002           2001           2000
                                                                   ----------     ----------     ----------
<S>                                                                <C>            <C>            <C>
      Tax expense at U.S. statutory rate ......................          34.0%          34.0%          34.0%
      Intangible asset amortization ...........................            --           (1.5)           5.0
      State taxes, net ........................................           4.8            4.5            4.7
      Other ...................................................           1.2            2.3           (4.5)
                                                                   ----------     ----------     ----------
        Provision for income taxes ............................          40.0%          39.3%          39.2%
                                                                   ==========     ==========     ==========
</TABLE>

      Deferred tax assets (liabilities) are comprised of the following at
December 31, 2002 and 2001 (in thousands):

                                                            2002         2001
                                                          --------     --------

      Current deferred tax assets (liabilities)
           Discontinued operations and restructuring ...  $  2,793     $  3,569
           Receivable and inventory reserves ...........       216          123
           Net operating loss carryback claim ..........       204           --
           Compensation expense ........................       159          274
           Prepaid expense .............................      (463)        (543)
           Other .......................................        31           88
                                                          --------     --------
                                                             2,940        3,511
                                                          --------     --------
      Long-term deferred tax assets (liabilities)
           Discontinued operations and restructuring ...     3,895       16,416
           Depreciation and amortization ...............    (1,592)      (2,110)
           Goodwill impairment charges .................     1,527           --
           Net operating loss carryforward .............     6,577           --
           Compensation expense related to stock options       357          422
           Discount on conversion of notes .............       299          331
           Other .......................................       123           80
                                                          --------     --------
                                                            11,186       15,139
           Valuation allowance .........................    (3,325)      (3,854)
                                                          --------     --------
                                                             7,861       11,285
                                                          --------     --------
                                                          $ 10,801     $ 14,796
                                                          ========     ========


                                      F-17
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

      The Company has recorded a valuation allowance on the anticipated portion
of the losses on the sale of discontinued operations expected to be generated
which may be capital in nature, and on a portion of the stock options not
expected to be exercised. The tax attributes of several divestiture transactions
completed during 2002 differed from original assumptions. The net loss on
disposal of discontinued operations for the year ended December 31, 2002
includes a $2.7 million charge to reduce the carrying value of deferred tax
assets established upon adoption of the Plan in 2001.

      The Company received $1.7 million in net tax refunds during 2002 and paid
$1.7 million and $2.1 million for income taxes in 2001 and 2000, respectively.
The Company carried back its 2001 net operating loss and has recorded a $204,000
tax receivable as of December 31, 2002.

      The Company had recorded current tax receivables of $2.4 million at
December 31, 2001. This receivable was comprised of $1.5 million for the refund
of 2001 estimated tax payments and $900,000 for estimated net operating losses
generated in 2001 to be carried back to prior year tax returns. The actual tax
net operating loss generated in 2001 was approximately $600,000 and was carried
back to 1998.

11. LONG-TERM DEBT

      Long-term debt consists of the following as of December 31, 2002 and 2001
(in thousands):

                                                            2002         2001
                                                          --------     --------

      Revolving credit facility ........................  $     --     $ 20,695
      Other ............................................       103          417
                                                          --------     --------
                                                               103       21,112
      Less--Current maturities of long-term debt .......       (92)        (404)
                                                          --------     --------
                                                          $     11     $ 20,708
                                                          ========     ========

Revolving Credit Facility

      At December 31, 2002, the Company had no outstanding borrowings under its
revolving credit facility.

      The Company amended its revolving credit facility on June 13, 2002. The
primary purpose of this amendment was to obtain the consent of the Company's
lenders to its sale of optical dispensary assets and one of its ambulatory
surgery centers and to increase its ability to sell minority interests in its
existing ambulatory surgery centers. The amendment included a reduction of the
maximum commitment available under the facility from $40 million to $35 million
on June 13, 2002 and a further reduction to $30 million on October 1, 2002. The
credit agreement expires on June 30, 2003 and the Company is currently in
discussions with lenders regarding the terms of a new or extended credit
facility.

      Under the amended facility, interest on borrowings under the credit
agreement is payable at an annual rate equal to the Company's lender's published
base rate plus the applicable borrowing margin ranging from 0% to 1.0% or LIBOR
plus a range from 1.5% to 3.0%, varying upon the Company's ability to meet
financial covenants. The weighted average interest rate on credit line
borrowings was 5.1% for the twelve months ended December 31, 2002. The credit
agreement contains covenants that include limitations on indebtedness, liens,
capital expenditures, acquisitions and affiliations and ratios that define
borrowing availability and restrictions on the payment of dividends. The credit
agreement requires that the Company use 100% of the proceeds from its
divestiture transactions to pay down its outstanding debt. As of December 31,
2002, the Company was in compliance with all its credit agreement covenants.


                                      F-18
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Interest Expense

      The Company paid $674,000, $2.2 million and $1.2 million for interest and
commitment fees during 2002, 2001 and 2000, respectively.

12. OPERATING AND CAPITAL LEASES

      The Company has commitments under long-term, non-terminable operating
leases, principally for facility and office space. Lease terms generally cover
one to ten years. Certain leases contain consecutive renewal options of
five-year periods and escalation clauses. Included are lease commitments related
to its discontinued management services business, which the Company expects will
be assumed by the buyers of the physician practices. The Company has
approximately $600,000 in restructuring reserves remaining for commitments
related to facilities it has closed or plans to close. The Company intends to
enter into sublease agreements as facilities are vacated.

      The Company entered into two capital leases for medical equipment and one
capital lease for office equipment during 2002. In addition, the company has two
capital leases for medical equipment that existed as of December 31, 2001.
Capital leases of continuing operations only, are included in the table below.

      At December 31, 2002, minimum annual rental commitments are as follows (in
thousands):

                                                         Operating     Capital
                                                           Leases       Leases
                                                          --------     --------
      2003 ............................................   $  3,688     $     96
      2004 ............................................      3,076           10
      2005 ............................................      2,385            2
      2006 ............................................      1,696           --
      2007 and thereafter .............................      3,137           --
                                                          --------     --------
          Minimum lease payments ......................   $ 13,982     $    108
          Less: sublease receipts .....................       (476)           0
                                                          --------     --------
          Total minimum lease payments ................   $ 13,506     $    108
                                                          ========
          Less: amount representing interest ..........                      (5)
                                                                       --------
          Total obligation under capital leases .......                $    103
                                                                       ========

      Rent expense of continuing operations related to operating leases amounted
to approximately $3.4 million, $3.3 million and $2.5 million during 2002, 2001
and 2000, respectively.

13. COMMITMENTS AND CONTINGENCIES

Litigation

      The Company is subject to various claims and legal actions that arise in
the ordinary course of business. In the opinion of management, the ultimate
resolution of such matters will not have a material adverse effect on the
Company's financial position or results of operations.


                                      F-19
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Professional Liability Risk

      The Company maintains third party professional liability insurance for its
ASCs and business activities. Although the Company believes that this insurance
is adequate as to the amounts at risk, there can be no assurance that any claim
asserted against the Company will not exceed the coverage limits of such
insurance.

Insurance

      The Company is insured with respect to professional liability risks on a
claims-made basis. Management is not aware of any claims against the Company
that might have a material impact on the Company's financial position or results
of operations.

Purchase Commitments

      The Company has a nonexclusive supply agreement with Alcon Laboratories,
Inc. pursuant to which it can procure and utilize excimer lasers and other
equipment manufactured by Alcon. The Company recently amended this agreement to
address a number of factors, most notably: (i) the terms upon which it can
purchase from Alcon the recent FDA-approved LADARWave units for use with its
existing LADARVision Systems; (ii) extending the expiration date from February
28, 2006 to December 31, 2006; and (iii) reducing its minimum annual procedure
requirements. Commencing January 1, 2003 and through the termination date of
December 31, 2006, the Company will pay Alcon monthly based on the number of
procedures performed on each of its APEX/Infinity lasers and LADARVision
Systems. The Company is required to pay for a minimum number of annual
procedures on each LADARVision System during the remaining term, whether or not
these procedures are performed. Assuming the Company does not procure additional
LADARVision Systems under the agreement, the annual minimum commitment for each
of the next four years commencing with 2003 would be approximately $0.9 million,
$1.0 million, $1.2 million and $0.9 million, respectively.

      Effective April 10, 2001, the Company entered into a two-year Product
Usage and Volume Lease Purchase agreement with one of its surgical suppliers,
under which the Company is required to purchase a minimum quantity of products
at a predetermined price. At December 31, 2002 the Company had remaining product
purchase commitments of $412,000.

Employment Agreements

      The Company has employment agreements with certain of its executives that
specify that if the executive is terminated by the Company for other than cause
following a change in control of the Company, the executive shall receive
severance pay ranging from twelve to twenty-four months salary plus bonus and
certain other benefits.

14. STOCKHOLDERS' EQUITY

Rights Agreement

      Certain shareholders possess rights to purchase fractional shares of
Series E Junior Participating Preferred Stock with a par value of $.01 per share
at a price of $110 per one one-thousandth of a share, subject to adjustment as
defined in the Rights agreements. These rights are not exercisable until the
announcement of the occurrence of certain events as defined in an agreement
which also describes the various shareholders' rights.

      Upon the occurrence of certain events, each right holder will be entitled
to receive shares of common stock, or in specified circumstances other assets
having a value of two times the purchase price of the right. Additionally, the
Board of Directors may exchange the rights, in whole or in part, without
additional payment, for shares of common stock at an exchange ratio defined in
the agreement. At any time prior to certain events, the Board of Directors may
redeem all, but not less than all, of the rights at a redemption price of $.01
per right.


                                      F-20
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

15. EMPLOYEE BENEFIT PLANS

Employee Benefits and Compensation

      The Company maintains a voluntary savings plan (the Savings Plan) for
eligible employees under section 401(k) of the Internal Revenue Code whereby
participants may contribute a percentage of up to 15% of their compensation. The
Savings Plan provides for the Company to match 50% of the employee's
contributions on the first 3% of salary contributed by each employee. The
Company's matching contributions approximated $235,000, $368,000 and $362,000
for 2002, 2001 and 2000, respectively.

Employee Stock Purchase Plan

      The Company has an employee stock purchase plan for all eligible
employees. Under the plan, shares of the Company's common stock may be purchased
at six-month intervals at 85% of the lower of the fair market value on the first
or the last day of each six-month period. Employees may purchase shares having a
value not exceeding 10% of their gross compensation during an offering period;
however, the amount of an employee's purchase may not exceed $20,000 in any
offering period or $25,000 in any calendar year. Approximately 70,400 shares,
76,500 shares and 61,500 shares were purchased during 2002, 2001 and 2000,
respectively. At December 31, 2002, 191,600 shares were reserved for future
issuance.

Stock Option Plans

      The Company is authorized to issue up to 8,451,800 shares of its common
stock, par value $.01 per share under various stock option plans. Authorized
options for common stock under the various plans are generally exercisable over
a four-year period with 1/8th of the total options granted becoming exercisable
six months from the date of each grant and 1/48th of the total options granted
becoming exercisable each month thereafter. The option period for common stock
options is 10 years from the date each option is granted. All current
outstanding options are nonqualified stock options.

      The Company grants stock options to employees and nonemployee members of
the Company's Board of Directors. Pursuant to Accounting Principles Board No.
25, the Company recognizes as compensation expense the difference between the
exercise price and the fair market value of its common stock on the date of
grant. Stock-based compensation expense is deferred and recognized over the
vesting period of the stock option. During the three years ended December 31,
2002 the Company did not recognize any stock based compensation expense.

      In addition, the Company has granted stock options to consultants. For
these option grants, the Company records a compensation charge, which is equal
to their estimated fair market value on the date of the grant as determined by
the Black-Scholes option-pricing model.


                                      F-21
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

      The following table summarizes the activity in the stock option plan:

<TABLE>
<CAPTION>
                                                                                                             Weighted
                                                                                                             Average
                                                                       Options           Price Per           Exercise
                                                                     Outstanding           Share               Price
                                                                     -----------        ------------         --------
<S>                                                                  <C>                <C>                  <C>
      Balance at December 31, 1999 .......................            5,008,235         $1.25-$10.80          $  3.52
           Granted..........................................          1,610,350         $1.06-$14.94          $  8.26
           Exercised .......................................           (372,231)        $1.25-$10.00          $  1.91
           Canceled..........................................          (764,912)        $1.88-$13.44          $  7.37
                                                                     ----------

      Balance at December 31, 2000........................            5,481,442         $1.06-$14.94          $  4.53
           Granted..........................................          1,953,000         $1.15-$ 2.84          $  1.63
           Exercised .......................................            (79,074)        $1.25-$ 1.88          $  1.48
           Canceled..........................................        (1,076,777)        $1.25-$13.88          $  4.99
                                                                     ----------

      Balance at December 31, 2001 .......................            6,278,591         $1.06-$14.94          $  3.52
           Granted..........................................          1,148,500         $0.74-$ 1.10          $  0.80
           Exercised .......................................                 --                                    --
           Canceled..........................................        (1,109,136)        $0.74-$14.94          $  4.24
                                                                     ----------

      Balance at December 31, 2002........................            6,317,955         $0.74-$12.61          $  2.90
                                                                     ==========                               =======
</TABLE>

The weighted average fair value of options granted in 2002 was $ 0.56 per share.

The following table summarizes information about stock options outstanding at
December 31, 2002:

<TABLE>
<CAPTION>
                                      Options Outstanding                        Options Exercisable
                            ----------------------------------------           -----------------------
                              Number                         Average              Number       Average
      Range of Exercise     Outstanding      Average        Exercise           Exercisable    Exercise
            Prices          at 12/31/02       Life            Price            at 12/31/02      Price
      -----------------     -----------      -------        --------           -----------    --------
<S>                         <C>              <C>            <C>                <C>            <C>
         $0.74-  1.10        1,153,958         9.2            $0.81               204,613       $0.82
         $1.15-  1.70        1,497,377         5.7             1.35               962,752        1.31
         $1.75-  2.50        2,227,249         5.9             1.87             1,662,350        1.90
         $2.74-  4.00          213,000         5.4             3.46               195,450        3.51
         $4.38-  6.00          480,559         5.3             5.09               473,267        5.09
         $6.75- 10.00          251,108         6.6             8.40               199,639        8.52
        $10.80- 12.61          494,704         6.3            11.94               366,333       11.92
         ------------        ---------         ---            -----             ---------       -----
         $0.74- 12.61        6,317,955         6.4            $2.90             4,064,404       $3.38
         ============        =========         ===            =====             =========       =====
</TABLE>


                                      F-22
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

16. OPERATING SEGMENTS

      The Company manages its business segments by types of service provided.
The Company's reportable segments are as follows:

      Surgical facilities. Surgical facilities includes the results of
operations from owning and/or operating ASCs, and fixed site laser services
agreements. Earnings before taxes in 2002 include $1.6 million of gains from the
sale of minority interests in five of the Company's ASCs.

      Product sales. Product sales includes the Company's optical products
purchasing organization, wholesale optical laboratories, marketing products and
services company and an optometric practice with a retail optical store.
Earnings before taxes in 2002 includes a $1.3 million impairment charge to
write-off the goodwill at the Company's marketing products and services company.

      Other. Other includes management services provided to a physician practice
with multiple locations in the Southeast and an administrative services
agreement.

      The accounting policies of the various segments are the same as those
described in the "Summary of Significant Accounting Policies" in Note 2. The
Company evaluates the performance of its segments based on earnings before taxes
(EBT). Segment EBT includes all revenue and expenses directly attributable to
the segment, certain corporate expenses for salaries, wages and benefits
directly attributable to the management of the reportable segment, allocated
management, billing and collection fees and goodwill amortization. Items
excluded from the segment EBT primarily consist of corporate expenses for
salaries, wages and benefits, general and administrative and interest on debt.
Corporate loss before taxes in 2002 includes a $1.0 million benefit related to
the reversal of excess restructuring reserves, and in 2001 includes $12.6
million of restructuring and special charges.

      Segment identifiable assets include accounts receivable, inventory, other
current assets and long-lived assets of the segment. Corporate identifiable
assets represent all other assets of the Company including cash and cash
equivalents, corporate other current assets, and corporate long-lived assets,
which include property and equipment, notes receivable and other long-term
assets and assets of discontinued operations. Capital expenditures for
long-lived assets are not reported to management by segment and are excluded, as
presenting such information is not practical. The Company has no revenues
attributed to customers outside of the United States and no assets located in
foreign countries.


                                      F-23
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

<TABLE>
<CAPTION>
                                  Surgical     Product
                                 Facilities     Sales        Other      Corporate       Total
                                 ---------    ---------    ---------    ---------     ---------
<S>                              <C>          <C>          <C>          <C>           <C>
2002
Net revenue .................    $  33,665    $  11,649    $   8,459    $      --     $  53,773
Earnings (loss) before taxes        10,349           81          484       (4,818)        6,096
Depreciation and amortization        1,481          274          121          585         2,461
Interest income .............            7            1           --          149           157
Interest expense ............            6           --            1          407           414
Identifiable assets .........       29,208       10,151        2,234       22,535        64,128
                                 =========    =========    =========    =========     =========

2001
Net revenue .................    $  33,786    $  11,740    $   7,914    $      --     $  53,440
Earnings (loss) before taxes         9,049          819          721      (22,273)      (11,684)
Depreciation and amortization        2,617          595          124        1,054         4,390
Interest income .............           --            4           --           54            58
Interest expense ............           12            2           --          951           965
Identifiable assets .........       24,391       13,790        2,989       51,082        92,252
                                 =========    =========    =========    =========     =========

2000
Net revenue .................    $  37,872    $  12,322    $     793    $      --     $  50,987
Earnings (loss) before taxes        13,904        2,097          114      (12,404)        3,711
Depreciation and amortization        2,050          483           12        1,262         3,807
Interest income .............           --           --           13          106           119
Interest expense ............            2           --           --          971           973
Identifiable assets .........       27,704       15,520        2,180       75,509       120,913
                                 =========    =========    =========    =========     =========
</TABLE>

17. RELATED-PARTY TRANSACTIONS

Facility Rent

      The Company leases facility space from various related parties, which
include affiliated providers. Amounts paid to related parties for rent, taxes
and other facility costs amounted to approximately $1.7 million, $2.3 million
and $2.1 million during 2002, 2001 and 2000, respectively. The Company's minimum
annual rental commitments include total commitments of $3.7 million, at
approximately $1.0 million per year, which relate to facilities that are leased
from related parties. (See Note 12).

Notes Receivable

      The Company holds notes receivable of $5.4 million, less reserves of $1.8
million, from physicians affiliated with the Company. This includes $2.7 million
of noninterest bearing tax loans issued in connection with the IPO (See below)
and $2.4 million issued in the Company's divestiture transactions with variable
interest rates ranging from 5.75% to 7.0% and having multi-year terms.


                                      F-24
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

      As disclosed in a prospectus filed with the Securities and Exchange
Commission on August 18, 1999, in connection with the exchange of $9.7 million
of the Company's subordinated exchangeable promissory notes resulting from its
IPO, the Company agreed to lend each of these noteholders an amount equal to the
Federal and state income taxes payable by the holder as a result of the exchange
of the notes, but only for those shares of the Company's common stock received
in the exchange which they still owned as of April 1, 2000. In accordance with
these agreements, the Company loaned $2.7 million to the holders, the majority
of which was advanced in April 2000. The tax loans are noninterest bearing,
nonrecourse to the debtor and secured by a number of shares of the Company's
common stock held by the debtor having a value, based on the offering price,
equal to two times the loan amount. Upon the sale by a debtor after April 1,
2000 of any shares of the Company's common stock issued in exchange for a note,
the debtor will be required to repay a fraction of the debtor's initial tax loan
amount equal to the number of shares sold divided by the total number of shares
of the Company's common stock previously issued in exchange for a note and owned
by the debtor as of April 1, 2000. The tax loans are payable by the debtors upon
the Company's demand for payment. Currently, the Company intends to allow the
debtors to repay these loans as they dispose of their shares of the Company's
common stock. The Company also has agreed to reimburse these debtors on a
grossed-up basis, for any Federal or state taxes that they recognize as a result
of imputed interest on the tax loans.

Other

      The Company receives professional services from a firm that employs a
director of the Company. Total payments for services received during 2002, 2001
and 2000 were approximately $682,000, $720,500 and $617,000, respectively.

18. SUBSEQUENT EVENTS

      During the first quarter of 2003 the Company completed the divestiture of
three additional physician practices. In addition to these divestiture
transactions, the Company sold minority equity interests in two of its existing
ASCs to former affiliated providers. In return, the Company received in the
aggregate approximately $1.3 million in cash proceeds, promissory notes of
approximately $225,000 and 1.0 million shares of its common stock. The effect of
these divestiture transactions and other lease negotiations reduced its future
minimum lease commitments by $2.2 million. See Note 12.

                       Minority
Location            Interest % sold        Effective Date
--------            ---------------        --------------
Maryville, IL             10%              January 2003
Chicago, IL               10%              February 2003
Chicago, IL              7.5%              February 2003


                                      F-25
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

19. QUARTERLY FINANCIAL DATA (Unaudited)

Summarized quarterly financial data for 2002 and 2001 is as follows (in
thousands except per share data):

<TABLE>
<CAPTION>
                                                                        Quarter
                                                 -----------------------------------------------------
2002                                                First         Second        Third         Fourth
                                                 ----------     ----------    ----------    ----------
<S>                                              <C>            <C>           <C>           <C>
Net revenue .................................    $   13,274     $   13,548    $   13,264    $   13,687
Income from continuing operations ...........         1,760          1,670         1,299           433
Net income from operations:
   Continuing ...............................         1,009          1,152           909           587
   Discontinued .............................            87             94            18             7
Net income (loss) ...........................          (891)         1,404           933        (1,236)
Basic earnings (loss) per share .............         (0.04)          0.06          0.04         (0.05)
Diluted earnings (loss) per share ...........         (0.04)          0.06          0.04         (0.05)

<CAPTION>
                                                                        Quarter
                                                 -----------------------------------------------------
2001                                                First         Second        Third         Fourth
                                                 ----------     ----------    ----------    ----------
<S>                                              <C>            <C>           <C>           <C>
Net revenue .................................    $   14,419     $   14,552    $   11,450    $   13,019
Income (loss) from continuing operations ....         1,310          1,335       (14,407)        1,070
Net income (loss) from operations:
   Continuing ...............................           545            660        (8,880)          582
   Discontinued .............................           633            569           382           125
Net income (loss) ...........................         1,178          1,229       (35,711)          707
Basic earnings (loss) per share .............          0.05           0.05         (1.44)         0.03
Diluted earnings (loss) per share ...........          0.05           0.05         (1.44)         0.03
</TABLE>

The unaudited amounts for the first three quarters of 2002 and 2001 have been
restated from those originally included in the Company's 2002 filings on Form
10-Q as shown in the following table. The unaudited amounts have been adjusted
to reflect the following:

      o     Revenue from the Company's optical products purchasing organization
            is reported net of product cost. Previously, the Company recognized
            the full amount of optical product sales as revenue and the product
            cost as cost of sales. There is no impact on net income (loss).

      o     Included in discontinued operations various operations under SFAS
            144. There is no impact on net income (loss).

      o     Included in continuing operations the management services agreements
            for one ophthalmology practice and one optometric practice
            previously slated for termination. The effect on net income for the
            first, second and third quarters of 2002 was $216,000, $91,000 and
            $93,000, respectively. The net earnings of these operations had been
            credited to the discontinued operations reserves under APB 30. There
            was no impact on 2001 net income (loss).

      o     The establishment of additional contractual allowance reserves of
            $1.4 million, previously reported as other charges, was reclassified
            to revenue in the third quarter of 2001. There is no impact on net
            income (loss).


                                      F-26
<PAGE>

                     NOVAMED EYECARE, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

<TABLE>
<CAPTION>
                                                 First Quarter Ended 3/31/02      First Quarter Ended 03/31/01
                                                  As Filed        As Revised        As Filed       As Revised
                                                 ----------       ----------       ----------      ----------
<S>                                              <C>              <C>              <C>             <C>
Net revenue .................................    $   16,983       $   13,274       $   17,154      $   14,419
Income from continuing operations ...........         1,584            1,760            1,216           1,310
Net income from operations:
   Continuing ...............................           904            1,009              464             545
   Discontinued .............................           (15)              87              714             633
Net income (loss) ...........................        (1,107)            (891)           1,178           1,178
Basic earnings (loss) per share .............         (0.04)           (0.04)            0.05            0.05
Diluted earnings (loss) per share ...........         (0.04)           (0.04)            0.05            0.05
</TABLE>

<TABLE>
<CAPTION>
                                                Second Quarter Ended 06/30/02     Second Quarter Ended 06/30/01
                                                  As Filed        As Revised        As Filed       As Revised
                                                 ----------       ----------       ----------      ----------
<S>                                              <C>              <C>              <C>             <C>
Net revenue .................................    $   17,712       $   13,548       $   17,443      $   14,552
Income from continuing operations ...........         1,495            1,670            1,078           1,335
Net income from operations:
   Continuing ...............................         1,054            1,152              463             660
   Discontinued .............................            96               94              766             569
Net income ..................................         1,313            1,404            1,229           1,229
Basic earnings per share ....................          0.05             0.06             0.05            0.05
Diluted earnings per share ..................          0.05             0.06             0.05            0.05
</TABLE>

<TABLE>
<CAPTION>
                                                 Third Quarter Ended 09/30/02     Third Quarter Ended 09/30/01
                                                  As Filed        As Revised        As Filed       As Revised
                                                 ----------       ----------       ----------      ----------
<S>                                              <C>              <C>              <C>             <C>
Net revenue .................................    $   17,304       $   13,264       $   15,571      $   11,450
Income (loss) from continuing operations ....         1,169            1,299          (14,654)        (14,407)
Net income (loss) from operations:
   Continuing ...............................           835              909           (8,882)         (8,880)
   Discontinued .............................            --               18              384             382
Net income (loss) ...........................           840              933          (35,711)        (35,711)
Basic earnings (loss) per share .............          0.04             0.04            (1.44)          (1.44)
Diluted earnings (loss) per share ...........          0.04             0.04            (1.44)          (1.44)
</TABLE>


                                      F-27
<PAGE>

                             NOVAMED EYECARE, INC.                    Schedule I
                          RULE 12-09 VALUATION RESERVES

                                   (in 000's)

<TABLE>
<CAPTION>
                                                       Balance at       Charged to                      Balance at
                                                       beginning        costs and                         end of
Allowance for contractual adjustments and bad debt     of period        expenses       Deductions         period
--------------------------------------------------     ---------        --------       ----------         ------
<C>                                                   <C>               <C>            <C>              <C>
2000                                                  $    2,372         13,932          (12,607)       $  3,697
                                                      ==========         ======          =======        ========

2001                                                  $    3,697         30,838          (26,525)       $  8,010
                                                      ==========         ======          =======        ========

2002                                                  $    8,010         35,850          (37,827)       $  6,033
                                                      ==========         ======          =======        ========
</TABLE>

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 14th day of
April, 2003.

                                    NOVAMED EYECARE, INC.


                                    By: /S/ STEPHEN J. WINJUM
                                        ----------------------------------------
                                        Stephen J. Winjum
                                        President, Chief Executive Officer and
                                        Chairman of the Board of Directors

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 14th day of April, 2003.

             Signature                                  Title

       /S/ STEPHEN J. WINJUM           President, Chief Executive Officer
------------------------------------   (Principal Executive Officer),
         Stephen J. Winjum             Chairman of the Board of Directors,
                                       and a Director


       /S/ SCOTT T. MACOMBER           Executive Vice President and Chief
------------------------------------   Financial Officer (Principal Financial
         Scott T. Macomber             Officer)


        /S/ ROBERT L. HIATT            Vice President Finance (Principal
------------------------------------   Accounting Officer)
          Robert L. Hiatt


         /S/ R. JUDD JESSUP            Director
------------------------------------
           R. Judd Jessup


         /S/ SCOTT H. KIRK             Director
------------------------------------
        Scott H. Kirk, M.D.


      /S/ STEVEN V. NAPOLITANO         Director
------------------------------------
        Steven V. Napolitano


       /S/ C.A. LANCE PICCOLO          Director
------------------------------------
         C.A. Lance Piccolo

<PAGE>

                                  Certification

I, Stephen J. Winjum, certify that:

1. I have reviewed this annual report on Form 10-K of NovaMed Eyecare, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 14, 2003                         /s/ Stephen J. Winjum
                                             -----------------------
                                             Stephen J. Winjum
                                             Chief Executive Officer

<PAGE>

                                  Certification

I, Scott T. Macomber, certify that:

1. I have reviewed this annual report on Form 10-K of NovaMed Eyecare, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 14, 2003                              /s/ Scott T. Macomber
                                                  -----------------------
                                                  Scott T. Macomber
                                                  Chief Financial Officer