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.

      


      RECITALS:

      


      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).
        

       

      
        
          
          

        

        
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      (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 sufficient to cover withholding obligations applicable
        to
        such payment and transfer. In the event that any required tax withholding
        upon
        the settlement of such Restricted Stock exceeds Participant's regular
        compensation to satisfy such withholding, Participant agrees to remit to
        the
        Company, as a condition of settlement of the Restricted Stock, such additional
        amounts in cash as are necessary to satisfy such required withholding. Any
        and
        all withholding obligations may be settled with Shares, including by withholding
        Shares that are otherwise deliverable hereunder upon vesting of Restricted
        Stock.

      


      6. Plan.
        Participant hereby acknowledges receipt of a copy of the Plan. Notwithstanding
        any other provision of this Agreement, the Restricted Stock is granted pursuant
        to the Plan, as in effect on the date of the Agreement, and are subject to
        the
        terms and conditions of the Plan, as the same may be amended from time to
        time;
        provided, however, that no amendment to either the Plan or this Agreement
        will
        deprive the Participant, without the Participant's consent, of any shares
        of
        Restricted Stock or of any of Participant's rights under this Agreement,
        except
        an amendment which is permitted under the Plan for purposes other than reducing
        the Participant's rights hereunder. The interpretation and construction by
        the
        Committee of the Plan, this Agreement, the Restricted Stock, and such rules
        and
        regulations as may be adopted by the Committee for the purpose of administering
        the Plan, will be final and binding upon the Participant. 

       

      
        
          
          

        

        
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      7. No
        Employment Rights.
        No
        provision of this Agreement or of the Restricted Stock will give Participant
        any
        right to continue in the employ of the Company or any of its
        Affiliates, create any inference as to the length of employment of
        the
        Participant, affect the right of the Company or its Affiliates to Terminate
        the
        Employment of the Participant, with or without Cause, or give Participant
        any
        right to participate in any employee welfare or benefit plan or other program
        (other than the Plan) of the Company or any of its Affiliates.

      


      8. Changes
        in Company's Capital or Organizational Structure.
        The
        existence of the Restricted Stock shall not affect in any way the right or
        authority of the Company or its shareholders to make or authorize any or
        all
        adjustments, recapitalizations, reorganizations or other changes in the
        Company's capital structure or its business, or any merger or consolidation
        of
        the Company, or any issue of preferred Shares ahead of or affecting the Shares
        or the rights thereof, or the dissolution or liquidation of the Company,
        or any
        sale or transfer of all or any part of its assets or business, or any other
        act
        or proceeding, whether of a similar character or otherwise.

      


      9. Delays.
        In
        accordance with the terms of the Plan, the Company shall have the right to
        suspend or delay any time period described in this Agreement or the Plan
        if the
        Committee shall determine that the action may constitute a violation of any
        law
        or result in any liability under any law to the Company, an Affiliate or
        a
        shareholder in the Company until such time as the action required or permitted
        will not constitute a violation of law or result in liability to the Company,
        an
        Affiliate or a shareholder of the Company. 

      


      10. Governing
        Law; Construction.
        This
        Agreement and the Restricted Stock will be governed by, and construed and
        enforced in accordance with, the laws of the State of Illinois without regard
        to
        conflicts of law principles. Common nouns and pronouns shall be deemed to
        refer
        to the masculine, feminine, neuter, singular and plural, as the context so
        requires.

      


      11. Entire
        Agreement.
        This
        Agreement, together with the Plan and any other agreements incorporated herein
        by reference, constitutes the entire obligation of the parties with respect
        to
        the subject matter of this Agreement and supersedes any prior written or
        oral
        expressions of intent or understanding with respect to such subject
        matter.

      


      12. Amendment.
        Any
        amendment to this Agreement must be in writing and signed by the
        Company.

      


      13. Waiver;
        Cumulative Rights.
        The
        failure or delay of either party to require performance by the other party
        of
        any provision of this Agreement will not affect its right to require performance
        of such provision unless and until such performance has been waived in writing.
        Each right under this Agreement is cumulative and may be exercised in part
        or in
        whole from time to time.

      


      14. Counterparts.
        This
        Agreement may be signed in two counterparts, each of which will be an original,
        but both of which will constitute one and the same instrument.

      


      
        
          
          

        

        
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      15. Notices.
        Any
        notices required or permitted under this Agreement must be in writing and
        may be
        delivered personally or by mail, postage prepaid, addressed to (a) the Company,
        980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611, Attention:
        General Counsel and (b) the Participant at the Participant's address as shown
        on
        the Company's payroll records, or to such other address as the Participant,
        by
        notice to the Company, may designate in writing from time to time.

      


      16. Headings.
        The
        headings in this Agreement are for reference purposes only and will not affect
        the meaning or interpretation of this Agreement.

      


      17. Severability.
        If any
        provision of this Agreement is for any reason held to be invalid or
        unenforceable, such invalidity or unenforceability will not affect any other
        provision of this Agreement, and this Agreement will be construed as if such
        invalid or unenforceable provision were omitted.

      


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

      


      19. Remedies.
        Each of
        the parties to this Agreement will be entitled to enforce its rights under
        this
        Agreement specifically, to recover damages by reason of any breach of any
        provision of this Agreement, and to exercise all other rights existing in
        its
        favor. The Participant agrees and acknowledges that money damages will not
        be an
        adequate remedy for any breach of the provisions of this Agreement and that
        the
        Company will be entitled to specific performance and injunctive relief in
        order
        to enforce or prevent any violations of the provisions of this
        Agreement.

      


      20. Successors
        and Assigns.
        This
        Agreement will inure to the benefit of and be binding upon each successor
        and
        assign of the Company. All obligations imposed upon the Participant or a
        Representative, and all rights granted to the Company under this Agreement,
        will
        be binding upon the Participant's or the Representative's heirs, legal
        representatives and successors.

      


      21. Tax
        Consequences. The
        Participant agrees to undertake to determine and be responsible for any and
        all
        tax consequences to the Participant with respect to the Restricted
        Stock.

      


      *
        * * *

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        Company and the Participant have executed this Agreement as of the date first
        written above.

      


      
        	 	 	 
	 	COMPANY:
	 	 
	 	NOVAMED, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Scott
                T. Macomber
	 	
                Executive
                  Vice President and Chief Financial
                  Officer

              


      

      


      
        	 	 	 
	 	PARTICIPANT:
	 
 	 
 	 
 
	 	
                
Thomas
                S. Hall
	 	 


      

      


       

      
        
          
          

        

        
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