EXHIBIT
        10.41

      


      EMPLOYMENT
        AGREEMENT

       

      THIS
        EMPLOYMENT AGREEMENT
        (the
“Agreement”),
        is
        dated as of October 27, 2005, by and between NovaMed Management Services,
        LLC, a
        Delaware limited liability company (the “Company”)
        and a
        wholly owned subsidiary of NovaMed, Inc., and Thomas S. Hall (“Employee”).

       

      PRELIMINARY
        RECITALS

       

      A. The
        Company is engaged in the business of: (i) owning, operating and/or managing
        ambulatory surgery centers and other outpatient surgical facilities, optical
        dispensaries, wholesale optical laboratories, an optical supplies and equipment
        purchasing organization and a marketing services and products company that
        provides marketing services and products to eye care providers; and (ii)
        providing comprehensive eye care services to eye care providers and businesses
        ancillary thereto, including, without limitation, providing financial,
        administrative, information technology, marketing and managed care services
        and
        ophthalmic surgical equipment to ophthalmic and optometric providers
        (collectively, the “Business”).

      


      B. The
        Company desires to employ Employee, and Employee desires to be employed by
        the
        Company, as the President and Chief Executive Officer of the Company on the
        terms and conditions contained herein.

       

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

       

      ARTICLE
        I 

      Employment

       

      1.1.  Engagement
        of Employee.
        The
        Company agrees to employ Employee, and Employee accepts such employment by
        the
        Company, for the period beginning November 14, 2005 (the “Effective
        Date”)
        and
        ending on November 13, 2009 (the “Initial
        Employment Period”).
        THE
        INITIAL EMPLOYMENT PERIOD AND ANY RENEWAL PERIOD (AS HEREINAFTER DEFINED)
        SHALL
        AUTOMATICALLY BE RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED
        HEREIN FOR CONSECUTIVE ONE-YEAR PERIODS (THE “RENEWAL
        PERIODS”),
        UNLESS NOT LATER THAN SIXTY (60) DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENT
        PERIOD OR ANY RENEWAL PERIOD, EITHER PARTY SHALL GIVE WRITTEN NOTICE TO SUCH
        OTHER PARTY ELECTING TO TERMINATE THIS AGREEMENT. The Initial Employment
        Period
        and the Renewal Periods are hereinafter referred to as the “Employment
        Period.”
        For
        purposes of this Agreement, any notice of termination electing not to renew
        this
        Agreement pursuant to this Section
        1.1
        shall be
        deemed: (i) a termination without Cause if such notice is delivered by the
        Company; or (ii) a voluntary termination of employment if such notice is
        delivered by Employee; provided, however, that if the Employment Period is
        terminated pursuant to this

       

      
        
           

        

        
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        Section
          1.1
          by
          Employee (except as provided in Section
          3.4),
          then
          notwithstanding Article
          III,
          the
          Company shall have no further obligations hereunder or otherwise with respect
          to
          Employee’s employment from and after the expiration of the Employment Period
          (except payment of Employee’s Base Salary accrued through the expiration of the
          Employment Period). Notwithstanding anything to the contrary contained
          herein,
          the Employment Period is subject to termination pursuant to Article
          III below.
          

      

       

      1.2.  Duties
        and Powers.
        During
        the Employment Period, Employee will have such responsibilities, duties and
        authorities, and will render such services or act in such other capacity
        for the
        Company and its affiliates as the Board of Directors (the “Board”)
        of
        NovaMed, Inc. (the “Parent”),
        the
        manager and parent of the Company (or any designated officer of the Parent
        or
        the Company), may from time to time direct. Employee will devote his best
        efforts, energies and abilities and his full business time, skill and attention
        (except for permitted vacation periods and reasonable periods of illness
        or
        other incapacity) to the business and affairs of the Company, and shall perform
        the duties and carry out the responsibilities assigned to him, to the best
        of
        his ability, in a diligent, trustworthy, businesslike and efficient manner
        for
        the purpose of advancing the Company. Employee acknowledges that his duties
        and
        responsibilities will require his full-time business efforts and agrees that
        during the Employment Period he will not engage in any other business activity
        or have any business pursuits or interests except activities or interests
        which
        do not conflict with the business of the Company, the Parent and any of their
        affiliated entities or interfere with the performance of Employee’s duties
        hereunder. In addition to the foregoing, Employee will be considered in 2007
        as
        a candidate to fill the position of Chairman of the Board, based on his
        performance and on a consideration of regulatory and corporate governance
        requirements and best practices then existing.

       

      1.3.  No
        Violation.
        Employee represents and warrants that the execution of this Agreement by
        Employee and the performance by Employee of his duties as an employee of
        the
        Company will not violate, conflict with or result in a breach or default
        under
        any agreements, arrangements or understandings to which Employee is or was
        a
        party, or by which he is or was bound, nor will the performance of Employee’s
        duties as an employee of the Company be limited, restricted or impaired in
        any
        manner as a result of any agreements, arrangements or understandings to which
        Employee is or was a party.

       

      ARTICLE
        II 

      Compensation

       

      2.1.  Base
        Salary.
        During
        the Employment Period, the Company will pay Employee a base salary at the
        rate
        of $500,000 per annum (which annual base salary, as increased from time to
        time
        in accordance with this Section
        2.1,
        shall
        be referred to herein as the “Base
        Salary”),
        payable in regular installments in accordance with the Company’s general payroll
        practices for salaried employees. If the Employment Period is terminated
        pursuant to Section
        3
        (subject
        to any severance provisions in Section
        3.3 or
        Section 3.4),
        Employee’s Base Salary for any partial year will be prorated based upon the
        number of days elapsed in such year during which services were actually
        performed by Employee. The Board or any designated officer shall perform
        an
        annual review of Employee’s Base Salary based on Employee’s performance of his
        duties and the Company’s other compensation policies; provided that any increase
        in the Base Salary shall require approval of the Board or its Compensation
        Committee.

       

      
        
           

        

        
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      2.2.  Discretionary
        Bonus.
        Following the end of each fiscal year, the Board or its Compensation Committee,
        in its sole discretion, may elect to cause the Company to award to Employee
        a
        bonus for such year, in an amount to be determined by the Board or its
        Compensation Committee, based on such performance targets as shall be
        established, and adjusted from time to time, by the Board or its Compensation
        Committee. Employee's initial target bonus for the 2006 calendar year shall
        be
        fifty percent (50%) of his Base Salary. Employee shall not be awarded any
        bonus
        based on the Company’s performance in 2005.

       

      2.3.  Replacement
        Bonus.
        Employee will be awarded a one-time bonus of $142,500 payable by no later
        than
        the one-week anniversary following the Effective Date, which represents an
        amount equal to 50% of the bonus earned, but not received, by Employee while
        employed by his former employer during 2005 prior to the commencement of
        the
        Initial Employment Period.

       

      2.4.  Benefits.
        In
        addition to the Base Salary payable to Employee hereunder, Employee will
        be
        entitled to the following benefits during the Employment Period, unless
        otherwise altered by the Board with respect to all management employees of
        the
        Company (collectively, the “Benefits”):

       

      (a)  hospitalization,
        disability, life and health insurance, to the extent offered by the Company
        and
        subject to the Company’s policies in effect from time to time, and in amounts
        consistent with Company policy, for all management employees, as reasonably
        determined by the Board;

       

      (b)  four
        (4)
        weeks paid vacation each year with salary, consistent with Company policy
        for
        all management employees;

       

      (c)  reimbursement
        for reasonable out-of-pocket business expenses incurred by Employee in the
        ordinary course of his duties, subject to the Company’s policies in effect from
        time to time with respect to travel, entertainment and other expenses, including
        without limitation, requirements with respect to reporting and documentation
        of
        such expenses;

       

      (d)  other
        benefit arrangements to the extent made generally available by the Company
        to
        its management employees;

       

      (e)  participation
        in the Parent’s Stock Incentive Plan or an equivalent plan such that Employee is
        granted options to purchase an amount of the common equity interest in the
        Parent consistent with the determination of the Board or its Compensation
        Committee pursuant to such plan; and

       

      (f)  for
        so
        long as Employee maintains his principle residence in Atlanta, Georgia, but
        not
        to exceed the first twelve months of the Initial Employment Period,
        reimbursement of Employee’s out-of-pocket expenses for (i) one weekly round-trip
        airfare out of Atlanta, Georgia and related travel expenses; and (ii) temporary
        housing in Chicago, Illinois, provided the amount of such temporary housing
        expenses shall be subject to the prior approval of the Board.

       

      
        
           

        

        
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      2.5.  Taxes,
        etc.
        All
        compensation payable to Employee hereunder is stated in gross amount and
        shall
        be subject to all applicable withholding taxes, other normal payroll and
        any
        other amounts required by law to be withheld; provided,
        however,
        that to
        the extent the reimbursement of Employee’s expenses pursuant to Section
        2.4(f)
        hereof
        (the “Travel
        Expenses”)
        are
        deemed to be taxable income to Employee, the Company will pay Employee an
        additional amount (the “Travel
        Gross-Up”)
        such
        that the net amount retained by Employee after deduction of any applicable
        withholding taxes imposed upon the sum of the Travel Expenses and Travel
        Gross-Up shall be equal to the Travel Expenses. 

       

      2.6.  Equity
        Awards.
        As of
        the Effective Date, Employee shall be granted (i) options to purchase 250,000
        shares of common stock of the Parent, par value $.01 per share (“Common Stock”),
        on
        terms and conditions determined by the Compensation Committee of the Board
        (the
“Committee”),
        and
        (ii) 250,000 shares of Common Stock, on terms and conditions and subject
        to such
        restrictions as determined by the Committee. On the first anniversary of
        the
        Effective Date, Employee shall be granted options to purchase 125,000 shares
        of
        Common Stock, on terms and conditions established by the Committee. During
        2007,
        contemporaneous with the determination of stock awards for the Company’s other
        senior management, Employee shall be granted options to purchase shares of
        Common Stock up to an amount not to exceed 250,000 shares. The actual number
        of
        options granted in 2007 shall be based on the Company’s performance in 2006
        relative to the performance criteria jointly established by the Committee
        and
        Employee (or by the Board if no joint establishment is reached), which
        performance criteria shall be subject to the final review and approval of
        the
        Board. The grant of the awards specified in the preceding two sentences shall
        be
        contingent on Employee being employed by the Company as of the respective
        grant
        dates.

       

      ARTICLE
        III 

      Termination

       

      3.1.  Termination
        By Employee or the Company.
        The
        Employment Period (i) shall automatically terminate immediately upon Employee’s
        resignation or death, or (ii) may be terminated immediately by the Company
        as
        set forth herein for Cause or without Cause, or by reason of Employee’s
        Permanent Disability. 

       

      “Cause”
        as used
        herein means the occurrence of any of the following events:

      


      (a)  a
        material breach by Employee of any of the terms and conditions of this
        Agreement; provided that Employee shall have a reasonable period of time
        during
        which to cure such material breach following the date on which Employee receives
        the Company’s written notice of such material breach;

       

      (b)  Employee’s
        material failure or willful refusal to substantially perform his duties;
        provided that Employee shall have a reasonable period of time during which
        to
        cure such failure following the date on which Employee receives the Company’s
        written notice of such failure;

       

      
        
           

        

        
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      (c)  Employee’s
        failure, as notified by the Company in writing, to comply with any of the
        Company’s written guidelines or procedures promulgated by the Company and
        furnished to Employee, including, without limitation, any guidelines or
        procedures relating to marketing or community relations; provided that Employee
        shall have a reasonable period of time during which to cure such failure
        following the date on which Employee receives the Company’s written notice of
        such failure; or

       

      (d)  the
        determination by the Board in the exercise of its reasonable judgment that
        Employee has committed an act or acts constituting a felony or other act
        involving dishonesty, disloyalty or fraud against the Company.

       

      “Permanent
        Disability”
        as used
        herein shall mean that Employee is unable to perform, with or without reasonable
        accommodation, by reason of physical or mental incapacity, the essential
        functions of his or her position. The Board shall determine, according to
        the
        facts then available, whether and when a Permanent Disability has occurred.
        Such
        determination shall not be arbitrary or unreasonable, and shall be final
        and
        binding on the parties hereto.

      


      3.2.  Termination
        by Employee.
        Employee has the right to terminate his employment under this Agreement at
        any
        time, for any or no reason, upon ninety (90) days written notice to the Company;
        provided, however, that such ninety (90) day notice is not required for a
        termination of employment during the Window Period (as defined in Section
        3.4(g)).

       

      3.3.  Compensation
        After Termination.

       

      (a)  Except
        as
        described in Section
        3.4
        hereof,
        or except as may be specifically required by law, if the Employment Period
        is
        terminated (i) by the Company for Cause or due to the death or Permanent
        Disability of Employee, or (ii) by Employee (including a termination resulting
        from Employee’s election not to renew this Agreement under Section
        1.1 hereof),
        then the Company shall have no further obligations hereunder or otherwise
        with
        respect to Employee’s employment from and after the termination or expiration
        date (except payment of Employee’s Base Salary accrued through the date of
        termination or expiration), and the Company shall continue to have all other
        rights available hereunder (including, without limitation, all rights under
        Article
        IV hereof)
        at law or in equity;

       

      (b)  Except
        as
        described in Section
        3.4
        hereof,
        if the Employment Period is terminated by the Company without Cause (including
        a
        termination resulting from the Company’s election not to renew this Agreement
        under Section
        1.1
        hereof):
        (i) Employee shall be entitled to receive all items described in Section
        3.3(a)
        above;
        and (ii) subject to the conditions hereinafter set forth, Employee shall
        be
        entitled to receive as severance compensation, the following (collectively,
        the
“Severance
        Pay”):
        (A)
        Employee’s then-current monthly Base Salary hereunder for a period of twelve
        (12) months (such time period to be hereinafter referred to as the “Severance
        Period”
        (unless
        modified by Section
        3.4)),
        payable in regular installments in accordance with the Company’s general payroll
        practices for salaried employees; (B) the bonus, if any, that Employee would
        have been entitled under Section
        2.2
        hereof
        at the end of the year during which the termination without Cause occurs
        had
        such termination not occurred, which bonus shall be (1) prorated based on
        the
        amount of time that Employee was employed by the Company during the 

       

      
        
           

        

        
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        year
          (not
          including the Severance Period) for which such bonus is being calculated,
          and
          (2) determined and paid to Employee contemporaneously with the determination
          and
          payment of bonuses for comparable employees of the Company; and (C) continuation
          of the welfare benefits described in Section
          2.4(a)
          for the
          Severance Period, to the extent permissible under the terms of the relevant
          benefit plans. The bonus described in subclause (B) above shall not be
          the
“Target Bonus” (as defined in Section
          3.4(b)),
          but
          rather the bonus that would have been payable pursuant to Section
          2.2
          hereof,
          as modified by this Section
          3.3(b).
          Employee’s right to receive Severance Pay hereunder is conditioned upon: (x)
          Employee executing and delivering to the Company a written separation agreement
          and general release of all claims, in form and substance acceptable to
          the
          Company, which shall among other things, contain a general release by Employee
          of all claims arising out of his employment and termination of employment
          by the
          Company; and (y) Employee’s compliance with all of his obligations which survive
          termination of this Agreement, including without limitation those described
          in
Article
          IV
          below.
          The Severance Pay is intended to be in lieu of all other payments to which
          Employee might otherwise be entitled in respect of his termination without
          Cause. The Company shall have no further obligations hereunder or otherwise
          with
          respect to Employee’s employment from and after the date of termination of
          employment with the Company for any reason (the “Termination
          Date”),
          and
          the Company shall continue to have all other rights available hereunder
          (including without limitation, all rights hereunder (including without
          limitation, all rights under Article
          IV
          hereof)
          at law or in equity. 

      

       

      3.4.  Compensation
        After Termination Following a Change in Control.

       

      (a)  If
        the
        Employment Period is terminated following a Change in Control (as defined
        below)
        (i) by the Company for Cause or due to the death or Permanent Disability
        of
        Employee or (ii) by Employee (including a termination resulting from Employee’s
        election not to renew this Agreement under Section
        1.1
        hereof)
        other than for Good Reason (as defined below) or during the Window Period
        (as
        defined below), then the Company shall have no further obligations hereunder
        or
        otherwise with respect to Employee’s employment from and after the termination
        or expiration date (except payment of Employee’s Base Salary accrued through the
        date of termination or expiration), and the Company shall continue to have
        all
        other rights available hereunder (including without limitation, all rights
        under
Article
        IV
        hereof)
        at law or in equity.

       

      (b)  If
        the
        Employment Period is terminated following a Change in Control (i) by the
        Company
        without Cause (including a termination resulting from the Company’s election not
        to renew this Agreement under Section
        1.1
        hereof)
        or (ii) by Employee for Good Reason, then subject to the conditions described
        in
Section
        3.4(d)
        below,
        Employee shall be entitled to receive the following as Severance Pay in lieu
        of
        any amounts payable under Section
        3.3:
        (A) two
        (2) times the sum of Employee’s Base Salary and Target Bonus, payable within 30
        days following the Termination Date and (B) continuation of the welfare benefits
        described in Section
        2.4(a)
        for
        twenty-four (24) months (the “Severance
        Period”)
        to the
        extent permissible under the terms of the relevant benefit plans. For purposes
        of this Agreement, “Target
        Bonus”
        shall
        mean the greater of (x) an amount equal to the bonus that would have been
        payable to Employee following the calendar year in which the Termination
        Date
        occurs pursuant to the Company’s Executive Compensation Plan (the “Executive
        Plan”),
        based
        on attaining one hundred percent (100%) of Employee’s applicable target measure
        established pursuant to the Executive Plan or (y) fifty percent (50%) of
        Base
        Salary. The Target Bonus shall not be adjusted based on whether the Company
        anticipates attaining such target measure as of the Termination Date, whether
        the target measure is ultimately attained or whether any bonus amounts payable
        under the Executive Plan would have ultimately been approved by either the
        Compensation Committee or the Board.

       

      
        
           

        

        
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      (c)  If
        the
        Employment Period is terminated following a Change in Control by Employee
        for
        any reason or no reason during the Window Period, then subject to the conditions
        described in Section
        3.4(d)
        below,
        Employee shall be entitled to receive the following as Severance Pay in lieu
        of
        any amounts payable under Section
        3.3:
        (i) one
        (1) times the sum of Employee’s Base Salary and Target Bonus, payable within
        thirty (30) days following the Termination Date and (ii) continuation of
        the
        welfare benefits described in Section
        2.4(a)
        for
        twelve (12) months (the “Severance
        Period”)
        to the
        extent permissible under the terms of the relevant benefit plans.

       

      (d)  Employee’s
        right to receive any Severance Pay under Section
        3.4(b)
        or
Section
        3.4(c)
        above is
        conditioned upon (i) Employee executing and delivering to the Company a written
        separation agreement and general release of all claims, in form and substance
        acceptable to the Company, which shall, among other things, contain a general
        release by Employee of all claims arising out of his employment and termination
        of employment by the Company; (ii) Employee’s compliance with all terms of that
        separation agreement and general release; and (iii) Employee’s compliance with
        all of his obligations which survive termination of this Agreement, including
        without limitation those described in Article
        IV
        below.
        The Severance Pay is intended to be in lieu of all other payments to which
        Employee might otherwise be entitled in respect of his termination without
        Cause. The Company shall have no further obligations hereunder or otherwise
        with
        respect to Employee’s employment from and after the Termination Date, and the
        Company shall continue to have all other rights available hereunder (including
        without limitation, all rights under Article
        IV
        hereof)
        at law or in equity.

       

      (e)  For
        the
        purpose of this Agreement, a “Change
        in Control”
        means:

       

      (i)  the
        acquisition, other than from the Parent, by any individual, entity or group
        (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
        Act of 1934) of beneficial ownership of 30% or more of the then outstanding
        shares of common stock of the Parent or the combined voting power of the
        then
        outstanding voting securities of the Parent entitled to vote generally in
        the
        election of directors; provided,
        however,
        that
        any acquisition by the Parent or any of its subsidiaries, or any employee
        benefit plan (or related trust) of the Parent or its subsidiaries, or any
        corporation with respect to which, following such acquisition, more than
        50% of,
        respectively, the then outstanding shares of common stock of such corporation
        and the combined voting power of the then outstanding voting securities of
        such
        corporation entitled to vote generally in the election of directors is then
        beneficially owned, directly or indirectly, by all or substantially all of
        the
        individuals and entities who were the beneficial owners respectively, of
        the
        common stock and voting securities of the Parent in substantially the same
        portion as their ownership, immediately prior to such acquisition, of the
        then
        outstanding shares of common stock of the Parent or the combined voting power
        of
        the then outstanding voting securities of the Parent entitled to vote generally
        in the election of directors as the case may be, shall not constitute a Change
        in Control; or

       

      
        
           

        

        
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      (ii)  approval
        by the shareholders of the Parent of a reorganization, merger or consolidation
        of the Parent, in each case, with respect to which the individuals and entities
        who were the respective beneficial owners of the common stock and voting
        securities of the Parent immediately prior to such reorganization, merger
        or
        consolidation do not, following such reorganization, merger or consolidation,
        beneficially own, directly or indirectly, more than 50% of, respectively,
        the
        then outstanding voting securities entitled to vote generally in the election
        of
        directors, as the case may be, of the corporation resulting from such
        reorganization, merger or consolidation, or a complete liquidation or
        dissolution of the Parent or of the sale or other disposition of all or
        substantially all of the assets of the Parent.

       

      (f)  “Good
        Reason”shall
        mean without the written consent of Employee:

       

      (i)  a
        material change in Employee’s duties or responsibilities which results in or
        reflects a material diminution of the scope or importance of Employee’s
        position;

       

      (ii)  a
        reduction in Employee’s Base Salary;

       

      (iii)  a
        material reduction in the level of Benefits available or awarded to
        Employee;

       

      (iv)  a
        relocation by the Company of Employee’s primary employment location to a
        location which is more than 50 miles from Employee’s primary employment location
        before the Change in Control; or

       

      (v)  any
        failure by the Company to comply with Section
        3.5
        of this
        Agreement.

       

      (g)  “Window
        Period”
        shall
        mean the 30-day period following the first anniversary of a Change in
        Control.

       

      3.5.  Special
        Tax Payments.
        

       

      (a)  Anything
        in this Agreement to the contrary notwithstanding, if it is determined that
        any
        payment or distribution by the Company to or for the benefit of Employee,
        whether paid or payable or distributed or distributable pursuant to the terms
        of
        this Agreement or otherwise (any such payment or distribution being referred
        to
        herein individually as a “Payment”),
        would
        constitute an “excess parachute payment” within the meaning of Section 280G of
        the Internal Revenue Code of 1986, as amended (the “Code”)
        (or
        any successor provision), the Company will pay Employee an additional amount
        (the “Gross-Up
        Payment”)
        such
        that the net amount retained by Employee after deduction of any excise tax
        imposed under Section 4999 of the Code (or any successor provision), and
        any
        Federal, state and local income, employment and excise tax imposed upon any
        Gross-Up Payment shall be equal to the Payment. For purposes of determining
        the
        amount of the Gross-Up Payment, Employee shall be deemed to pay Federal income
        tax and employment taxes at the highest marginal rate of Federal income and
        employment taxation in the calendar year in which the Gross-Up Payment is
        to be
        made and state and local income taxes at the highest marginal rate of taxation
        in the state and locality of Employee’s residence on the Termination Date, net
        of the maximum reduction in Federal income taxes that may be obtained from
        the
        deduction of such state and local taxes.

       

      
        
           

        

        
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      (b)  All
        determinations to be made under this Section
        3.5
        will
        initially be made, at the Company’s expense, by the Company’s independent public
        accountant immediately prior to the Change in Control (the “Accounting
        Firm”).
        The
        Accounting Firm shall provide detailed supporting legal authorities,
        calculations and documentation both to the Company and Employee. If the
        Accounting Firm makes the initial determination that no excise tax is payable
        by
        Employee with respect to any Payment, Employee will have the right to dispute
        the determination (a “Dispute”)
        within
        20 business days after receipt by Employee of the Accounting Firm’s
        determination and the related supporting information. The Company will pay
        the
        Gross-Up Payment, if any, as determined by the Accounting Firm, to Employee
        within five business days after Employee’s receipt of the Accounting Firm’s
        initial determination. The existence of a Dispute will in no way affect
        Employee’s right to receive the Gross-Up Payment in accordance with the
        Accounting Firm’s initial determination. If there is no Dispute, the Accounting
        Firm’s initial determination will be binding, final and conclusive upon the
        Company and Employee, subject in all respects, however, to the provisions
        of
Sections
        3.5(c) and
        3.5(d),
        below.
        As a result of the uncertainty in the application of Sections 4999 and 280G
        of
        the Code, it is possible that a Gross-Up Payment (or portion thereof) should
        have been made by the Company and was not made (an “Underpayment”).
        If
        upon any reasonable written request by Employee or the Company to the Accounting
        Firm, or upon the Accounting Firm’s own initiative, the Accounting Firm (at the
        Company’s expense) thereafter determines that Employee is required to make
        payment of any excise tax or any additional excise tax, as the case may be,
        the
        Accounting Firm will determine the amount of the Underpayment that has occurred
        and the Company will pay any such Underpayment to Employee promptly. If (i)
        Employee delivers to the Company a notice from the Internal Revenue Service
        stating in effect that an excise tax is due with respect to any Payment,
        or (ii)
        Employee delivers to the Company an opinion of tax counsel selected by Employee
        and acceptable to the Company (and such acceptance may not be unreasonably
        withheld) that all or a portion of a Payment is subject to excise tax and
        the
        applicable amount of excise tax, in each case, together with a written claim
        based upon such notice or such opinion that there has been an Underpayment
        (a
“Notice
        of Underpayment”),
        the
        Company will promptly, but in no event later than five business days after
        receipt of the Notice of Underpayment, pay to Employee in cash the amount
        of the
        Underpayment set forth in the Notice of Underpayment.

       

      (c)  The
        Company will defend, hold harmless and indemnify Employee on a fully grossed-up
        after tax basis from and against any and all claims, losses, liabilities,
        obligations, damages, interest, penalties, impositions, assessments, demands,
        judgments, settlements, costs and expenses (including reasonable attorneys’,
        accountants’ and experts’ fees and expenses) (collectively, “Damages”)
        with
        respect to any tax liability of Employee resulting from any Underpayment,
        and
        will promptly, but in no event later than five business days after receipt
        of
        any reasonable notice from Employee to the Company of any claim for Damages,
        pay
        to Employee in cash the amount of Damages set forth in such notice.

       

      (d)  If
        any
        Underpayment or Damages are ultimately determined to be less than the applicable
        amount previously paid by the Company to Employee, Employee will promptly
        pay to
        the Company the amount of any overpayment previously paid by the Company
        to
        Employee with respect to such purported Underpayment or Damages. 

       

      
        
           

        

        
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      3.6.  Code
        Section 409A.
        In the
        event that any amount due to Employee hereunder shall be considered to be
        deferred compensation pursuant to Section 409A of the Code, and it is determined
        by Employee that it is desirable to delay the payment of such amount in order
        to
        comply with the requirements of Section 409A(a)(2)(B)(i) of the Code, then
        the
        Company shall delay the payment of such amount for the shortest amount of
        time
        necessary to comply with such requirements. The parties agree to make such
        other
        amendments to this Agreement as are necessary to comply with the requirements
        of
        Section 409A of the Code.

       

      ARTICLE
        IV 

      Restrictive
        Covenants

       

      4.1.  Employee’s
        Acknowledgment.
        Employee acknowledges that:

       

      (a)  the
        Company is and will be engaged in the Business during the Employment Period
        and
        thereafter;

       

      (b)  Employee
        is one of a limited number of persons who will be developing the
        Business;

       

      (c)  Employee
        will occupy a position of trust and confidence with the Company after the
        date
        of this Agreement, and during such period and Employee’s employment under this
        Agreement, Employee will become familiar with the Company’s trade secrets and
        with other proprietary and confidential information concerning the Company
        and
        the Business;

       

      (d)  the
        agreements and covenants contained in this Article
        IV are
        essential to protect the Company and the goodwill of the Business and are
        a
        condition precedent to the Company entering into this Agreement;

       

      (e)  Employee’s
        employment with the Company has special, unique and extraordinary value to
        the
        Company and the Company would be irreparably damaged if Employee were to
        provide
        services to any person or entity in violation of the provisions of this
        Agreement;

       

      (f)  Employee
        has means to support himself and his dependents other than by engaging in
        the
        Business, or a business similar to the Business, and the provisions of this
        Article
        IV will
        not
        impair such ability; and

       

      (g)  for
        purposes of this Article
        IV,
        the
        term “Company” shall include the Company, the Parent and any of their respective
        subsidiaries and affiliates.

       

      4.2.  Non-Compete.
        Employee hereby agrees that for a period commencing on the date hereof and
        ending on the Termination Date, and thereafter, through the later of (a)
        the
        period ending on the first anniversary of the Termination Date or (b) the
        period
        ending at the conclusion of the Severance Period (collectively, the
“Restrictive
        Period”),
        he
        shall not, directly or indirectly, as employee, agent, consultant, stockholder,
        director, co-partner or in 

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

         

        any
          other
          individual or representative capacity, own, operate, manage, control, engage
          in,
          invest in or participate in any manner in, act as a consultant or advisor
          to,
          render services for (alone or in association with any person, firm, corporation
          or entity), or otherwise assist any person or entity (other than the Company)
          that engages in or owns, invests in, operates, manages or controls any
          venture
          or enterprise that directly or indirectly engages or proposes to engage
          in any
          element of the Business anywhere within a 100-mile radius of the Chicago
          metropolitan area or within a 100-mile radius of any area (or in the event
          such
          area is a major city, the metropolitan area relating to such city) in which
          the
          Company on the Termination Date engages in any element of the Business
          (the
“Territory”);
          provided, however, that nothing contained herein shall be construed to
          prevent
          Employee from investing in the stock of any competing corporation listed
          on a
          national securities exchange or traded in the over-the-counter market,
          but only
          if Employee is not involved in the business of said corporation and if
          Employee
          and his associates (as such term is defined in Regulation 14(A) promulgated
          under the Securities Exchange Act of 1934, as in effect on the date hereof),
          collectively, do not own more than an aggregate of 3% of the stock of such
          corporation. With respect to the Territory, Employee specifically acknowledges
          that the Company intends to expand the Business into and throughout the
          United
          States.

      

       

      4.3.  Interference
        with Relationships.
        Without
        limiting the generality of the provisions of Section
        4.2 hereof,
        Employee hereby agrees that, during the Restrictive Period, he will not,
        directly or indirectly, solicit or encourage, or participate as employee,
        agent,
        consultant, stockholder, director, partner or in any other individual or
        representative capacity, in any business which solicits or encourages (a)
        any
        person, firm, corporation or other entity which has executed, or proposes
        to
        execute, a management services agreement or other services agreement with
        the
        Company at any time during the term of this Agreement, or from any successor
        in
        interest to any such person, firm, corporation or other entity, for the purpose
        of securing business or contracts related to any element of the Business,
        or (b)
        any present or future customer or patient of the Company or any of its
        affiliated practices or facilities to terminate or otherwise alter his, her
        or
        its relationship with the Company or such affiliated practice or facility;
        provided, however, that nothing contained herein shall be construed to prohibit
        or restrict Employee from soliciting business from any such parties on behalf
        of
        the Company in performance of his duties as an employee of the Company required
        under and as specifically contemplated by Section
        1.2 above.
        In
        addition, at all times from and after the Termination Date, Employee shall
        not
        contact or communicate in any manner with any of the Employer’s suppliers or
        vendors, or any other third party providing services to Employer, regarding
        Employer or any Employer-related matter (which suppliers, vendors or third
        party
        service providers will include, without limitation, any third party with
        whom
        Employer was, during the term of Employee’s employment with Employer,
        contemplating engaging, or negotiating with, for the future provision of
        products or services).

       

      4.4.  Nonsolicitation.
        Other
        than in the performance of his duties hereunder, during the Restrictive Period,
        Employee shall not, directly or indirectly, as employee, agent, consultant,
        stockholder, director, co-partner or in any other individual or representative
        capacity, employ or engage, recruit or solicit for employment or engagement,
        any
        person who is or becomes employed or engaged by the Company or any of its
        affiliated practices during the Restrictive Period, or otherwise seek to
        influence or alter any such person’s relationship with the Company.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      4.5.  Confidential
        Information.
        Other
        than in the performance of his duties hereunder, during the Restrictive Period
        and thereafter, Employee shall keep secret and retain in strictest confidence,
        and shall not, without the prior written consent of the Company, furnish,
        make
        available or disclose to any third party or use for the benefit of himself
        or
        any third party, any Confidential Information. As used in this Agreement,
        “Confidential
        Information”
        shall
        mean any information relating to the business or affairs of the Company or
        the
        Business, including but not limited to any technical or non-technical data,
        formulae, compilations, programs, devices, methods, techniques, designs,
        processes, procedures, improvements, models, manuals, financial data,
        acquisition strategies and information, information relating to operating
        procedures and marketing strategies, and any other proprietary information
        used
        by the Company in connection with the Business, irrespective of its form;
        provided, however, that Confidential Information shall not include any
        information which is in the public domain or becomes known in the industry
        through no wrongful act on the part of Employee. Employee acknowledges that
        the
        Confidential Information is vital, sensitive, confidential and proprietary
        to
        the Company.

       

      4.6.  Inventions
        and Discoveries.

       

      (a)  Employee
        understands and agrees that all inventions, discoveries, ideas, improvements,
        whether patentable, copyrightable or not, pertaining to the Business of the
        Company or relating to the Company’s actual or demonstrably anticipated
        research, development or inventions (collectively, “Inventions
        and Discoveries”)
        that
        result from any work performed by Employee solely or jointly with others
        for the
        Company which Employee, solely or jointly with others, conceives, develops,
        or
        reduces to practice during the course of Employee’s employment with the Company,
        are the sole and exclusive property of the Company. Employee will promptly
        disclose all such matters to the Company and will assist the Company in
        obtaining legal protection for Inventions and Discoveries. Employee hereby
        agrees on behalf of himself, his executors, legal representatives and assignees
        that he will assign, transfer and convey to the Company, its successors and
        assigns the Inventions and Discoveries.

       

      (b)  THE
        COMPANY AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT SECTION
        4.6(a)
        SHALL
        NOT APPLY TO AN INVENTION OF EMPLOYEE FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY
        OR TRADE SECRET INFORMATION OF THE COMPANY WAS USED AND WHICH WAS DEVELOPED
        ENTIRELY ON EMPLOYEE’S OWN TIME, UNLESS (A) THE INVENTION RELATED (I) TO THE
        BUSINESS OF THE COMPANY OR (II) TO THE COMPANY’S ACTUAL OR DEMONSTRABLY
        ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B) THE INVENTION RESULTS FROM ANY
        WORK
        PERFORMED BY EMPLOYEE FOR THE COMPANY. EMPLOYEE AND THE COMPANY FURTHER
        ACKNOWLEDGE AND AGREE THAT SECTION
        4.6(a)
        SHALL
        NOT APPLY TO ANY INVENTIONS OR WORK PRODUCT DEVELOPED OR VESTED BY EMPLOYEE
        PRIOR TO THE EFFECTIVE DATE.

       

      (c)  EMPLOYEE
        ACKNOWLEDGES THAT HE HAS READ THIS SECTION
        4.6 AND
        FULLY
        UNDERSTANDS THE LIMITATIONS WHICH IT IMPOSES UPON HIM AND HAS RECEIVED A
        DUPLICATE COPY OF THIS AGREEMENT FOR HIS RECORDS.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      4.7.  Blue-Pencil.
        If any
        court of competent jurisdiction shall at any time deem the term of this
        Agreement or any particular Restrictive Covenant (as defined) too lengthy
        or the
        Territory too extensive, the other provisions of this Article
        IV shall
        nevertheless stand, the Restrictive Period herein shall be deemed to be the
        longest period permissible by law under the circumstances and the Territory
        herein shall be deemed to comprise the largest territory permissible by law
        under the circumstances. The court in each case shall reduce the time period
        and/or Territory to permissible duration or size.

       

      4.8.  Remedies.
        Employee acknowledges and agrees that the covenants set forth in this
Article
        IV (collectively,
        the “Restrictive
        Covenants”)
        are
        reasonable and necessary for the protection of the Company’s business interests,
        that irreparable injury will result to the Company if Employee breaches any
        of
        the terms of said Restrictive Covenants, and that in the event of Employee’s
        actual or threatened breach of any such Restrictive Covenants, the Company
        will
        have no adequate remedy at law. Employee accordingly agrees that in the event
        of
        any actual or threatened breach by him of any of the Restrictive Covenants,
        the
        Company shall be entitled to immediate temporary injunctive and other equitable
        relief, without bond and without the necessity of showing actual monetary
        damages, subject to hearing as soon thereafter as possible. Nothing contained
        herein shall be construed as prohibiting the Company from pursuing any other
        remedies available to it for such breach or threatened breach, including
        the
        recovery of any damages which it is able to prove.

       

      4.9.  Covenant
        Not to Disparage.
        During
        the Restrictive Period and thereafter, Employee shall not disparage, denigrate
        or derogate in any way, directly or indirectly, any of the Company, its agents,
        officers, directors, employees, parent, subsidiaries, affiliates, affiliated
        practices, affiliated doctors, representatives, attorneys, executors,
        administrators, successors and assigns (collectively, the “Protected
        Parties”),
        nor
        shall Employee disparage, denigrate or derogate in any way, directly or
        indirectly, his experience with any Protected Party, or any actions or decisions
        made by any Protected Party.

       

      ARTICLE
        V 

      Miscellaneous

       

      5.1.  Notices.
        Any
        notice provided for in this Agreement must be in writing and must be either
        (i)
        personally delivered, (ii) mailed by registered or certified first class
        mail,
        prepaid with return receipt requested or (iii) sent by a recognized overnight
        courier service, to the recipient at the address below indicated:

       

                
To
        the Company:

      


      NovaMed
        Management Services, LLC

      980
        N.
        Michigan Avenue

      Suite
        1620

      Chicago,
        IL 60611

                 Attention: Thomas
        S.
        Hall 

                     John
        W. Lawrence, Jr.

              

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

                  with
        a copy
        to:

      


      Winston
        & Strawn LLP

      35
        West
        Wacker Drive, Suite 4200

      Chicago,
        Illinois 60601

      Attention:
        Steven V. Napolitano, Esq.

       

                  To
        Employee: at his
        home address then on file with the Company.

      


      or
        such
        other address or to the attention of such other person as the recipient party
        shall have specified by prior written notice to the sending party. Any notice
        under this Agreement will be deemed to have been given (a) on the date such
        notice is personally delivered, (b) three (3) days after the date of mailing
        if
        sent by certified or registered mail, or (c) one (1) day after the date such
        notice is delivered to the overnight courier service if sent by overnight
        courier.

      


      5.2.  Severability.
        Whenever possible, each provision of this Agreement will be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Agreement is held to be invalid, illegal or unenforceable in any
        respect
        under any applicable law or rule in any jurisdiction, such invalidity,
        illegality or unenforceability will not affect any other provision or any
        other
        jurisdiction, but this Agreement will be reformed, construed and enforced
        in
        such jurisdiction as if such invalid, illegal or unenforceable provision
        had
        never been contained herein.

       

      5.3.  Entire
        Agreement.
        This
        Agreement, those documents expressly referred to herein and other documents
        of
        even date herewith embody the complete agreement and understanding among
        the
        parties and supersede and preempt any prior understandings, agreements or
        representations by or among the parties, written or oral, which may have
        related
        to the subject matter hereof in any way.

       

      5.4.  Counterparts.
        This
        Agreement may be executed on separate counterparts, each of which is deemed
        to
        be an original and all of which taken together constitute one and the same
        agreement.

       

      5.5.  Successors
        and Assigns.
        This
        Agreement is intended to bind and inure to the benefit of and be enforceable
        by
        Employee and the Company and their respective successors and permitted assigns.
        Employee may not assign any of his rights or obligations hereunder without
        the
        written consent of the Company.

       

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

       

      5.7.  Amendments
        and Waivers.
        Any
        provision of this Agreement may be amended or waived only with the prior
        written
        consent of the Company and Employee.

       

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

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      5.9.  Income
        Tax Treatment.
        Employee and the Company acknowledge that it is the intention of the Company
        to
        deduct all amounts paid under this Agreement as ordinary and necessary business
        expenses for income tax purposes. Employee agrees and represents that he
        will
        treat all such amounts as ordinary income for income tax purposes, and should
        he
        report such amounts as other than ordinary income for income tax purposes,
        he
        will indemnify and hold the Company harmless from and against any and all
        taxes,
        penalties, interest, costs and expenses, including reasonable attorneys’ and
        accounting fees and costs, which are incurred by Company directly or indirectly
        as a result thereof.

       

      5.10.  CONSENT
        TO JURISDICTION.
        THE
        COMPANY AND EMPLOYEE HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL
        COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY
        AGREE
        THAT SUBJECT TO THE COMPANY’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT
        OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EMPLOYEE
        ACCEPTS FOR HIMSELF AND IN CONNECTION WITH HIS PROPERTIES, GENERALLY AND
        UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
        WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE
        BOUND
        BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.


       

      5.11.  WAIVER
        OF JURY TRIAL.
        THE
        PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
        CLAIM
        OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS
        BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION AND THE
        RELATIONSHIP THAT IS BEING ESTABLISHED. THE PARTIES HERETO ALSO WAIVE ANY
        BOND
        OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE
        REQUIRED OF THE OTHER PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
        ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
        THAT
        RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION,
        CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, DISCRIMINATION CLAIMS,
        AND
        ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO ACKNOWLEDGE
        THAT
        THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
        THAT
        EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND
        THAT
        EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
        THE
        COMPANY AND EMPLOYEE FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED
        THIS
        WAIVER WITH THEIR RESPECTIVE LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
        VOLUNTARILY WAIVES THEIR RESPECTIVE JURY TRIAL RIGHTS FOLLOWING CONSULTATION
        WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
        MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
        SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
        OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION CONTEMPLATED
        HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
        CONSENT TO A TRIAL BY THE COURT.


       

      [Signature
        Page to Follow]

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       


      IN
        WITNESS WHEREOF,
        the
        parties have executed this Agreement on the day and year first above
        written.

       

      THIS
        AGREEMENT CONTAINS AUTOMATIC RENEWAL PROVISIONS.

       

      
        	 	 	 
	 	
                COMPANY:

              
	 	 
	 	NovaMed Management Services,
                LLC,
                a
                Delaware limited liability company
	 
 	 
 	 
 
	 	By:  	/s/
                Scott T. Macomber 
	 	
                
Scott
                T. Macomber
	 	Vice
                President and Chief Financial
                Officer 


      

       

      
        	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	 	/s/ Thomas
                S. Hall
	 	
                
Thomas
                S.
                Hall


      

    

     

     

    
      
         

      

      
        16