SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement And General Release ("Agreement") is made and entered into this 15 ^th day of January, 2007, by and between E. Michele Vickery ("Employee"), and NovaMed Management Services, LLC ("Employer").

WHEREAS, Employee has been employed by Employer as Executive Vice President Operations;

WHEREAS, Employee and Employer now wish to terminate their employment relationship effective as of December 28, 2006 (the “Effective Date”);

WHEREAS, Employee and Employer desire to settle and resolve all issues arising out of Employee's employment with and termination from Employer without any disputes, proceedings or litigation on the following terms and conditions;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements contained herein, it is agreed by and between the parties that:

1.      This Agreement is entered into solely for the purpose of compromise and in an effort to resolve fully all matters related to or arising out of Employee's employment with Employer and her termination therefrom.

(a)      Employer shall pay Employee fifteen (15) months of severance pay at Employee’s final base salary (excluding all incentive compensation, bonuses, and other extra compensation, if any) (the “Sum”), paid at normal payroll intervals and subject to normal tax withholding; provided; however, that Employee will not earn or accrue any bonus, vacation pay, sick pay, pension or retirement credit during the period in which she is receiving such payments. The payment of this Sum shall commence immediately after Employee signs and does not revoke this Agreement. Employee acknowledges that the payment of the Sum is in complete and final satisfaction of all severance payment obligations due and owing Employee by Employer, including those under the Employment Agreement dated as of August 17, 2001, as amended by theis First Amendment to Employment Agreement dated July 15, 2005, between Employer and Employee (collectively, the “Employment Agreement” ). Employee further acknowledges that payment of the Sum is conditioned on Employee's compliance with all of her continuing obligations under the Employment Agreement, including those described in Article IV. In the event that Employee fails to comply with such continuing obligations, Employee shall be entitled to no further payments of the Sum and shall be obligated to return to Employer any payments received during any period of noncompliance. This remedy is in addition to the other remedies available to Employer, including temporary and permanent injunctive relief;

(b)      If continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), is elected by Employee, Employer shall pay the cost of Employee’s COBRA payments that are necessary to continue in place any health and dental insurance coverage covering Employee immediately prior to the Effective Date for the period from the Effective Date through the fifteen-month anniversary of the Effective Date. Notwithstanding the preceding sentence, to the extent Employee contributed toward the payment of such benefits during her employment, whether through regular payroll deductions or co-payments or otherwise, Employee agrees that she shall make similar contributions during such period. Such Employee contribution shall be deducted from the severance payments set forth in Section 2(a).

(c)      In accordance with Employer’s policy, Employer shall pay Employee all of Employee’s accrued, but unused, paid time off up to the Effective Date, less all necessary and appropriate federal, state and local taxes and other withholding; and

(d)      In accordance with Employer’s policy, Employer shall reimburse Employee for any expenses incurred by Employee in connection with her employment with Employer which have not yet been reimbursed.

(e)      In accordance with Section 3.3(b) of the Employment Agreement, and in addition to the Sum, Employee shall be eligible to receive any bonus (the “Bonus”) payable to her in accordance with the Company’s 2006 executive incentive compensation plan (the “Incentive Compensation Plan”), provided that the Bonus shall be calculated and determined in accordance with the terms and conditions of the Incentive Compensation Plan and shall be payable to Employee in a lump sum, less all applicable withholding, contemporaneous with the payment of bonuses to other members of the Company’s senior management team. Employer shall provide Employee a copy of the calculation and underlying assumptions used to determine her Bonus.

3.      All employment records shall reflect that Employee resigned from Employer.   In the event that Employee has not secured employment after the end of the severance period, Employer shall not contest any claim by Employee for unemployment.

4.      In return for the benefits provided to Employee pursuant to paragraphs 2 and 3 herein:

(a)      Employee, on behalf of herself and her agents, representatives, attorneys, assigns, heirs, executors, and administrators, fully and unconditionally releases and forever discharges each of the Employer, its agents, officers, directors, employees, parent, subsidiaries, affiliates, representatives, attorneys, assignees, heirs, executors and administrators (collectively, the“Released Parties”) from any and all liability, claims, demands, actions, causes of action, suits, grievances, debts, sums of money, agreements, promises, damages, back and front pay, costs, expenses, attorneys' fees, and remedies of any type, directly or indirectly regarding any act or failure to act that occurred up to and including the date on which Employee signs this Agreement, including, without limitation, all claims arising or that arose or may have arisen out of or in connection with Employee’s employment or separation of employment with Employer, and all claims for any act or failure to act that occurred up to the time that Employee signs this Agreement, including but not limited to claims under: (1) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Illinois Human Rights Act, and the Illinois Wage Payment and Collection Act; (2) any other federal, state or local constitution, law, statute, ordinance, or regulation regarding employment, wages, commissions, bonuses, compensation, employee benefits, termination of employment, or discrimination in employment; or (3) the common law of the United States or any state relating to contracts, retaliatory discharge, fraud, defamation, or any other matter; provided, however, that Employee is not releasing (i) Employee’s rights, if any, to any unemployment compensation benefits to which she may be entitled as