STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (" Agreement "), dated as of ____________, 2005 (" Grant Date "), is entered into between NovaMed, Inc., a Delaware corporation (the " Company "), and _________________, an employee of _________________, a wholly owned subsidiary of the Company (" Participant ").

WHEREAS, the Company desires to afford the Participant an option (" Option ") to purchase shares of Common Stock, $0.01 par value, in the Company (" Shares ") as provided in this Agreement, effective as of the Grant Date;

WHEREAS, the Company has adopted the NovaMed, Inc. 2005 Stock Incentive Plan   (the " Plan ") and desires that the Options granted to the Participant under this Agreement be governed by the terms and conditions of the Plan; and

WHEREAS , the Committee has duly made all determinations necessary or appropriate to the grants hereunder.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.   Definitions . Any capitalized term used in this Agreement that is not defined in this Agreement will have the same meaning as that given to it in the Plan. As used in this Agreement:

" Cause " shall have the meaning set forth for such term in any written employment agreement with Participant, or if no such term appears in the employment agreement, or if no employment agreement exists, as provided in the Plan.

" Vested Option " means an Option which has become vested in accordance with Sections 2(c) and 2(d) hereof.

2.   Grant of Option, Option Price and Term .

(a)   The Company hereby grants to Participant, as a matter of separate agreement and not in lieu of salary or any other compensation for services, Options to purchase ______________ (___________) Shares of the Company on the terms and conditions set forth in this Agreement.

(b)   For each Share purchased, Participant will pay to the Company an Option Price of $_________ per Share. Accordingly, the aggregate Option Price to exercise all of the Options is $_______.

(c)   Except as provided in Section 2(d) , until the Participant incurs a Termination of Employment, (i) one-eighth (1/8) of the Options will become Vested Options on the date six months after the Grant Date   and (ii) an additional one-forty-eighth (1/48th) of the Options will become Vested Options on the last day of each month thereafter. From the date of a Termination of Employment of the Participant for any reason, no further Options shall become Vested Options.

(d)   Notwithstanding Section 2(c) , all of the Options shall become Vested Options immediately upon a Change in Control if the Participant is employed by the Company at the time of such Change in Control.

(e)   Subject to Section 3 , Vested Options shall be exercisable at any time during the Option Period beginning on the vesting date of such Options and ending on the ten-year anniversary of the Grant Date. Options that are not Vested Options may not be exercised in any circumstances.

(f)   The Options granted hereunder are designated as Nonqualified Stock Options.

3.   Cancellation of Options . All Vested Options will be fully exercisable during the Option Period unless earlier cancelled as provided below:

(a)   If the Participant has an involuntary (on the part of Participant) Termination of Employment for reasons other than Cause, Disability or death ( e.g. , employee is terminated without Cause), all Vested Options shall terminate and be cancelled on the earlier of (i) ninety (90) days after such Termination of Employment or (ii) the expiration of the remaining Option Period.

(b)   If the Termination of Employment is on account of the Disability or death of the Participant, all Vested Options will terminate and be cancelled on the earlier of (i) the one-year anniversary of the occurrence of the Disability or death or (ii) the expiration of the remaining Option Period.

(c)   If Participant has a Termination of Employment for Cause or a Voluntary Termination of Employment, all Vested Options will automatically terminate and be cancelled on the date of such Termination of Employment.

(d)   All Options which are not Vested Options will terminate and be cancelled on the date of Participant's Termination of Employment for any reason.

(e)   No Options, whether or not vested, may be exercised after cancellation or after expiration of the Option Period.

(f)   If, at the time Participant has a Termination of Employment other than for Cause or Voluntary Termination of Employment, Participant is subject to Section 16 of the Exchange Act, any time period provided for in this Section 3 will be suspended or delayed during the period the Participant would be subject to liability for engaging in "short-swing" transactions under Section 16 of the Exchange Act, but such suspension or delay will not extend such time period more than six months and one day.

4.   Manner of Exercise . Vested Options will be exercisable during the Participant's lifetime only by Participant (or the Participant's Representative), and after Participant's death only by a Representative. Vested Options may be exercised only by the delivery to the Company of a properly completed written exercise notice, in form satisfactory to the Committee, which notice must specify the number of Shares to be purchased and the aggregate Option Price for such Shares, together with payment in full of such aggregate Option Price. No Shares will be issued until full payment therefor has been made and the Participant has executed any stockholder agreement or any other agreements in effect at such time which the Company may require its shareholders to execute. Payment may be made only: