Convertible Promissory Note between Ampersand Medical Corporation and Azimuth Corporation dated December 11, 2000

Summary

Ampersand Medical Corporation promises to pay Azimuth Corporation $100,000 plus 12% annual interest within 180 days. The note can be prepaid at any time. If not paid by the due date, the interest rate increases to 15% until paid in full. As additional consideration, Azimuth receives a warrant to buy 1,000,000 shares of Ampersand’s common stock at $1.25 per share. The funds are to be used for a payment related to a potential acquisition of AccuMed International, Inc. The agreement is governed by Illinois law.

EX-10.25 26 c60779ex10-25.txt FORM OF CONVERTIBLE PROMISSORY NOTE 1 EXHIBIT 10.25 PROMISSORY NOTE 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 any class or classes of securities of the Company, or exchange any such securities in a merger or acquisition for securities or property of another Company, the Holder shall be entitled to the same rights in such new securities or property as the Holder would have been entitled to if immediately prior to such change the Holder had acquired shares of Common Stock into which the warrant is convertible. 6. USE OF PROCEEDS. The proceeds of the Note shall be used to fund a payment of $100,000 to AccuMed International, Inc., required in accordance with the proposed terms of a potential agreement to acquire AccuMed. 7. GOVERNING LAW. The Note is delivered in and shall be construed in accordance with the laws of the State of Illinois, without regard to conflicts of laws provisions thereof. 2 IN WITNESS WHEREOF, and intending to be legally bound hereby, the Company has caused this Note to be executed and delivered by its proper and duly authorized officers as of the date first above written. AMPERSAND MEDICAL CORPORATION BY:________________________________ NAME: LEONARD R. PRANGE TITLE: PRESIDENT, COO/CFO