PRINCIPAL $500,000. DATE: SEPTEMBER 22, 2000.
1. PRINCIPAL AND INTEREST. Ampersand Medical Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Company"), with offices at 414 N. Orleans St., Suite 510,
Chicago, Illinois, 60610 for value received, hereby promises to pay to the order of Azimuth Corporation (the
"Holder"), with offices at 3600 Rio Vista Avenue, Suite A, Orlando, Florida 32805, or any successor in interest
in lawful money of the United States at the address of the Holder set forth below, the principal sum of Five
Hundred Thousand and 00/100 Dollars ($500,000) one year from the date hereof (the "Maturity Date"), together
with simple interest from the date hereof, computed on the basis of a 365-day year from the date of original
issuance until the Maturity Date, or such earlier payment date as described below, at the rate of 15% per annum.
2. PREPAYMENT. The principal amount of the Note, plus any accrued interest due thereon, may be prepaid in
its entirety at any time after the expiration of a period of 180 days from the original issue date of the Note. The
Company shall provide written notification to the Holder of its intention to prepay the Note. Such written
notification shall be made to the Holder not less than 15 business days prior to the intended prepayment date.
3. CONVERSION. If the Company provides written notification to the Holder of its intention to prepay the
Note and accrued interest due thereon in accordance with the terms of the Section 2., above, the Holder may, at
his/her option, upon notice to the Company elect to convert the Note plus accrued interest due thereon into
shares of Common Stock of the Company at a Conversion Rate described in Section 4., below. In the absence
of a prepayment notification, the Holder may, after the expiration of a period of 180 days from the original issue
date of the Note, at his/her option, upon notice to the Company elect to convert the Note plus accrue