Subject to the terms and conditions of the Ampersand Medical Corporation 1999 Equity Incentive Plan (the
"Plan"), a copy of which has been attached hereto, the Board of Directors of the company hereby grants to Ralph
M. Richart, M.D. a restricted stock award of 50,000 shares of common stock.
2. GRANT DATE:
The grant date of the award is July 24, 2000.
The Board has determined that the fair market value of the award is $2.875 per share representing a total value
of $143,750.00 for the 50,000 shares granted.
One-third (16,666) of the award shall vest on June 1, 2001; one-third (16,667) of the award shall vest on June
1, 2002; and the final one-third (16,667) of the award shall vest on June 1, 2003. The Company shall retain the
certificates representing the restricted shares and shall transfer to Ralph M. Richart, M.D. certificates representing
the respective number of shares in accordance with the aforementioned vesting schedule.
Except as provided in Article 8 of the Plan, the shares of stock granted hereunder may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated until the end of each applicable period of restriction
specified in Section 4 of this Award Agreement, or upon the earlier occurrence or satisfaction of any other
condition, as specified by the Board in Section 7 of this Award Agreement. Shares of restricted stock shall
become freely transferable, subject to registration requirements of the Securities Act of 1933 (the "Act"), after the
last day of the applicable restriction period.
The restricted shares granted under this Award Agreement have not been registered under the Act, as amended,
or under the securities laws of any state. The shares are subject to restrictions on transferability and resale and
may not be transferred or resold except as permitted under the Act and applicable state securities laws pursu