EXHIBIT 10.43 RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (" Agreement "), dated as of October 27, 2005 but effective as of November 14, 2005 (" Grant Date "), is entered into between NovaMed, Inc., a Delaware corporation (the " Company "), and Thomas S. Hall (" Participant "), an employee of NovaMed Management Services, LLC, a Delaware limited liability company, a wholly owned subsidiary of the Company.

WHEREAS, the Company desires to grant to the Participant shares of its Common Stock, $0.01 par value per share (" Shares "), subject to certain restrictions set forth 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 Shares granted to the Participant under this Agreement be governed by the terms and conditions of the Plan [or a substantially similar 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.

2.   Grant of Restricted Stock .

(a)   Subject to the terms and conditions of the Plan, and the additional terms and conditions set forth in this Agreement, the Company hereby grants to Participant, as a matter of separate agreement and not in lieu of salary or any other compensation for services, Two Hundred Fifty Thousand (250,000) Shares (the “Restricted Stock” ).

(b)   Except as provided in Section 2(c) , until the Participant incurs a Termination of Employment, (i) one-eighth (1/8) of the Restricted Stock will become vested on the date six months after the Grant Date   and (ii) an additional one-forty-eighth (1/48th) of the Restricted Stock will become vested on the last day of each month thereafter. From the date of a Termination of Employment of the Participant for any reason, no further Restricted Stock shall become vested and all unvested shares of Restricted Stock shall be cancelled and forfeited as of the date of the Termination of Employment, except as provided in Section 2(c) .

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

3.   Certificates . Shares of Restricted Stock awarded under Section 2 will be evidenced by one or more certificates bearing a legend referring to the terms, conditions and restrictions applicable to such Restricted Stock. The Company will retain physical possession of such certificates, and Participant shall be required upon demand to execute and deliver one or more stock powers to the Company, endorsed in blank, relating to such shares or Restricted Stock for so long as such shares remain unvested and subject to a risk of forfeiture. Shares of Restricted Stock that have not fully vested under the vesting provisions described above, and the right to vote such stock and receive dividends thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered; provided, however, that Participant may grant to another person a revocable proxy to vote unvested shares of Restricted Stock at a Company stockholder meeting.

4.   Rights . Participant will have full voting rights with respect to shares of Restricted Stock issued hereunder. Participant will be entitled to receive dividends on shares of Restricted Stock if and when dividends are payable on Shares to shareholders of record after the Grant Date (unless and until such Restricted Stock is forfeited). In the absence of an effective election under Section 83(b) of the Code, dividends paid on unvested shares of Restricted Stock will be treated as ordinary compensation and are subject to withholding.

5.   Delivery and Withholding . Subject to satisfaction of any tax withholding obligation as described below, shares of Restricted Stock that are no longer subject to forfeiture will be transferred and delivered to Participant as soon as practicable after the date on which they vest in accordance with Section 2(c) . Upon the vesting of shares of Restricted Stock, the prohibition against the sale or transfer of such shares will be lifted and such shares may be treated as any other Shares, subject to any restrictions on transfer that may be applicable under federal securities laws. In the absence of an effective election under Section 83(b) of the Code, the payment to Participant and transfer of such shares of Restricted Stock upon vesting will be subject to withholding by the Company of amounts suffi