EXHIBIT 10.21
PROMISSORY NOTE
$300,000 September 22, 2000 Chicago, Illinois
1. FOR VALUE RECEIVED, AccuMed International, Inc. ("Maker"), hereby promises to pay to the order of
Ampersand Medical Corporation ("Payee"), the principal sum of THREE HUNDRED THOUSAND dollars
($300,000), at the place and in the manner hereinafter provided, together with interest thereon at the rates
described below.
2. Interest shall accrue on the balance of principal from time to time unpaid under this Note prior to the Maturity
Date (as hereinafter defined) at an annual rate equal to Prime plus 2.5% wherein Prime is defined as the rate of
interest from time to time announced by LaS alle Bank National Association ("Bank") as its Prime Rate, which is
not necessarily the Bank's lowest or most favorable rate of interest at any one time. Interest shall be computed on
the basis of a year consisting of 360 days and shall be based on the actual number of days during the period for
which interest is being charged.
3. Payments of principal and interest due under this Note are due on the earliest to occur of the following: (i) the
signing of the Definitive Agreement as defined in that certain Confidential Term Sheet dated September 20, 2000
as described below; (ii) termination of the contemplated merger transaction as outlined in the Confidential Terms
Sheet; and (iii) December 31, 2000.
4. This Promissory Note is executed in conjunction with the approval and execution by Maker and Payee of that
certain Confidential Term Sheet dated September 20, 2000 wherein the parties have agreed to enter into a
Definitive Agreement wherein the parties anticipate formalizing the terms and conditions of a merger of Maker
and Payee. This Promissory Note evidences the initial funding discussed in paragraph five of the Confidential
Term Sheet.
5. After the maturity of this Note, or during any period in which an Event of Default (as hereinafter defined) exists
under this Note, Maker shall pay interest on the balance of principal remai