EXHIBIT 10.31
PROMISSORY NOTE
PRINCIPAL $470,000. ISSUE DATE: FEBRUARY 7, 2001
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 above, the principal sum of Four
Hundred and Seventy Thousand and 00/100 Dollars ($470,000) 180 days from issue date or such earlier date as
hereinafter provided (the "Maturity Date"), together with simple interest from the issue date above identified (the
"Issue Date"), computed on the basis of actual days elapsed from such date 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 this 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 in form and substance acceptable to
the Holder, within fifteen (15) days after the Issue Date, entitling the Holder to purchase 1,000,000 shares of
Common Stock of the Company at an exercise price of $0.25 per share. If such warrant is not issued within such
15-day period, the principal amount of this Note plus any accrued interest thereon shall be immediately due and
payable in its entirety. The Company will grant registration rights covering such shares of Common Stock, as well
as the (i) 506,250 shares of Common Stock issued to the Holder in 1999,
(ii) 50,000 shares of Common Stock (subject to adjustment) issuable upon exercise of the warrant dated
December 10, 1999 issued by the Company to the Holder, (iii) 50,000 shares of Common Stock (subject to
adjustment) issuable upon exercise of the warrant