SENIOR CONVERTIBLE PROMISSORY NOTE
Date: December 10, 1999 (Evidenced by receipt of wired funds to the account of Ampersand Medical
amount of the note and any accrued interest due thereon may be converted into shares of common stock of the
Company at a conversion rate of $0.20 per share. Such conversion election may be made at any time during the
75- day term of the note.
Penalty Provision: If the Company fails to pay the note and accrued interest in full on the due date, the Company
shall be deemed to be in default on the note. The Company shall have a thirty-day cure period to remedy such
default. Immediately following such default, the following adjustments shall be made to the terms of the note: (1)
the interest rate on the unpaid principle amount of the note shall increase from 12% to 15%, and (2) the
noteholders option to convert the principle amount of the note and any accrued interest due thereon into shares of
common stock of the Company shall be adjusted to reflect a conversion rate of $0.10 per share. Al the
conclusion of the 30-day cure period, the note and any accrued interest thereon shall become immediately due
and payable in full.
Other Conditions: Ampersand will issue Azimuth Corporation a warrant to purchase 50,000 shares of common
stock at a strike price equal to $0.33 per share or 85% of the market price of Ampersand common stock as
quoted on the OTC Bulletin Board on December 10, 1999.
For Ampersand Medical Corporation
Borrower: Ampersand Medical Corporation
Lender: Azimuth Corporation
Type: Senior Convertible Promissory Note, senior to all
currently outstanding debt.
Term: 75 days from date.
Interest Rate: 12% per annum, payable on the due date of the note
Conversion: At the option of the noteholder, the principle
Leonard R. Prange Date