PRINCIPAL $100,000. DATE: DECEMBER 11, 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 One
Hundred Thousand and 00/100 Dollars ($100,000) 180 days from issue date (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 12% 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.
3. ADDITIONAL CONSIDERATION. The Company will issue a warrant (attached as an exhibit) entitling the
Holder to purchase 1,000,000 shares of Common Stock of the Company at an exercise price of $1.25 per
share, representing the a 15% premium over the average of the bid and ask prices of the Company's Common
Stock as listed on the OTC:BB on December 8, 2000, the commitment date of the note.
4. DEFAULT PENALTY PROVISIONS. If the Company fails to pay the principal and accrued interest due
thereon on the maturity date, interest shall continue to accrue as computed above at an adjusted rate of 15% per
annum from the Maturity Date until the date the note and accrued interest is paid in full.
5. RECLASSIFICATION, ETC. If the Company at any time shall, by subdivision, combination or
reclassification of securities or otherwise, change any of the securities into which the attached warrant is
convertible into the same or a different number of securities of a