UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Transition Period From To .
------------ ----------

Commission file number 0-20652

AccuMed International, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware 36-4054899
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

920 N. Franklin Street, Suite 402, Chicago, IL 60610
----------------------------------------------------
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number: (312) 642-9200

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange
Act:

Common Stock, par value $0.01 per share
(Title of Class)

Indicate by checkmark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by checkmark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

The aggregate market value of the common stock held by non-affiliates of
the registrant on March 21, 2001 at a closing sale price of $0.40625 as reported
by the Nasdaq Bulletin Board was approximately $1,811,000. Number of shares of
common stock outstanding on March 21, 2001: 5,739,838.

ITEM 1 OF THIS FORM 10-K ENTITLED "BUSINESS" AND ITEM 7 OF THIS FORM 10-K
ENTITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27a OF THE SECURITIES ACT OF 1933 AND SECTION 21e OF THE SECURITIES
EXCHANGE ACT OF 1934. FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AND
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED IN OR IMPLIED BY THE
FORWARD-LOOKING STATEMENTS.

PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

AccuMed International, Inc. is a Delaware corporation. AccuMed's
predecessor was incorporated in California in June 1988 under the name Alamar
Biosciences, Inc. and was engaged in developing, manufacturing and marketing
microbiology products.

AccuMed has a wholly owned subsidiary, Oncometrics Imaging Corp., a
company continuing under the laws of the Yukon Territory, Canada. Oncometrics
was formed in 1995 to complete the development of an automated instrument
designed to be used in the detection, diagnosis and prognosis of early-stage
lung cancer by measuring the DNA in the nuclei of cells on microscope slides.
AccuMed acquired a two-thirds interest in Oncometrics in 1996. In 1998, we
acquired the final one-third interest in Oncometrics.

On January 29, 1999, AccuMed sold substantially all of the assets and
certain liabilities related to our microbiology business, including Alamar,
Sensititre and the ESP product line. AccuMed received gross proceeds of $
15,150,000 in cash at the closing. The proceeds were used to retire $8,498,000
in debt, and the balance was retained for general corporate and working capital
purposes.

AccuMed and Ventana Medical Systems, Inc. entered into a License and
Development Agreement dated March 24, 2000. Under this license agreement Ventana
has paid AccuMed an initial license fee, a prepayment on royalties and a partial
payment for certain development obligations that AccuMed is performing. AccuMed
has granted Ventana license to use AccuMed's core technology, including patents,
in the field of surgical pathology, which involves analyzing tissue samples
ordered by physicians to be taken from surgical patients to determine the
presence or absence of disease. This license agreement has an initial three-year
term which will be extended for additional three-year terms unless either party
gives the other notice of non-renewal within 180 days prior to the end of the
current term.

On March 29, 2000, AccuMed entered into a patent and technology license
agreement with BCAM International, Inc., renamed CellMetrix, Inc., whereby
AccuMed agreed to license its patents and proprietary information to CellMetrix
for certain medical applications. Under the terms of the agreement, AccuMed
received a license fee upon signing the agreement. Effective September 1, 2000,
AccuMed and CellMetrix mutually agreed to terminate the license agreement.
AccuMed is not required to refund any portion of the license fee it received.

On March 29, 2000, AccuMed entered into a letter agreement to reinstate
and amend its September 4, 1998 patent and technology license agreement with
Ampersand Medical Corporation. AccuMed received an up-front license fee upon
signing the letter agreement. On June 9, 2000, AccuMed signed a formal amendment
to the agreement and received an advance royalty in the form of cash. AccuMed
also received a convertible note, which was repaid in December 2000, and shares
of Ampersand common stock as an additional advance royalty.

On December 29, 2000, AccuMed and its subsidiary, Oncometrics, entered
into agreements to license their patents and intellectual property to MonoGen,
Inc. for certain medical applications. Promissory notes in

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the aggregate amount of $500,000 were issued to AccuMed and Oncometrics as
consideration for the up-front licensing fees due under the agreements.

On February 7, 2001, AccuMed signed an agreement to merge with
Ampersand. Under the terms of the agreement, holders of AccuMed's common stock
will receive 0.6552 of a share (subject to adjustment) of Ampersand common stock
in exchange for each share of AccuMed common stock. AccuMed's Series A
Convertible Preferred Stock will be exchanged for preferred shares of Ampersand
that will be convertible into Ampersand common stock. Consummation of the merger
is subject to customary closing conditions, including approval by AccuMed's
stockholders, and the registration of the Ampersand common stock with the
Securities and Exchange Commission. Closing of the merger is expected to occur
in the 2nd quarter of 2001.

On February 7, 2001, AccuMed received a $470,000 advance from Ampersand
to be used for working capital purposes. AccuMed issued a note payable of
$800,000, which includes $330,000 of previously advanced funds, to Ampersand. On
March 1, 2001, AccuMed received an additional advance of $225,000 from Ampersand
and issued a corresponding note payable. These notes bear interest at prime,
plus 2.5%, and are secured by AccuMed's inventory and a certain customer
contract. These notes will be due and payable upon the earliest of May 31, 2001
or the termination of the merger agreement.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

AccuMed's operations are in one laboratory market segment:
Cytopathology. Cytopatholgy systems are made up of multiple instruments
networked via proprietary software that support the review and analysis of Pap
smears and other microscope slide-based cellular preparations.

NARRATIVE DESCRIPTION OF BUSINESS

GENERAL

AccuMed designs, builds and supplies two product lines. We build these
product lines with either our own microscopes or with commercially available
microscopes which we modify.

The first product line consists of "AcCells(TM)" computer-aided
microscopes, which help medical experts to examine and diagnose specimens of
human cells. These products include:

- robotic slide-feeding systems to load and unload slides from the
microscope,

- bar-code readers to ensure proper identification of samples being
analyzed,

- electro-mechanical scanning stages, that part of the AcCell microscope
that allows the AcCell computer to move and focus the slide more
accurately than a human can,

- automatic physical dotters to mark the locations of cells of interest,
and

- data management system software to enable the medical experts to
review the relevant medical histories and report the results of their
examination or diagnosis directly into a medical record-keeping system
without human transcription or repeat entries.

The second product line consists of "AcCell-Savant(R)." The
AcCell-Savant includes all the AcCell components described above, as well as an
electronic imaging system and our image analysis software. The electronic
imaging system consists of a camera, electronics, optics and software which
together produce digital images of specimens on the microscope slide. The image
analysis software measures properties of the specimen from the digital images.
These AcCell-Savant(R) measurements are objective, as opposed to the subjective
analyses of specimens by human visual examination.

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Medical experts can examine and diagnose human medical specimens more
easily and accurately using our products. For example, a clinical laboratory can
eliminate paper requisitions and paper medical reports by using AcCells which
include our data management system. Laboratories that use paper requisitions and
medical reports risk misdiagnosing specimens because of transcription and other
clerical errors. Laboratory staff using our electronic data management system do
not need to reenter data manually, thus saving time and reducing the risk of
clerical error which can lead to misdiagnoses.

Research scientists use the AcCell-Savant(R) research system, which we
began marketing in 1999, to measure cellular DNA and other properties of medical
specimens. We have sold modest numbers of the AcCell-Savant(R) research system
to academic and medical research laboratories. These laboratories use our
AcCell-Savant research system to more easily and accurately conduct experiments
for a wide range of research applications in biology and pathology. Under FDA
regulations, we are permitted to sell the AcCell-Savant(R) research system for
these uses. The research and academic market is a small market compared to the
commercial, clinical laboratory market which processes and diagnosis human
medical specimens for patient care. Research scientists use the AcCell-Savant(R)
research system in the following manner. In a lung cancer experiment, patients
provide sputum specimens. Laboratory technicians prepare these specimens on
microscope slides with a bar code label identifying the patient. The scientist
inserts these slides into the AcCell-Savant(R) research system. The robotic
slide-feeding system loads the slide into the microscope. The bar code reader
identifies the patient and specimen information and stores this information in
the computer. Digital images are produced using the electronic imaging system
and scanning stage which moves the slide under the microscope. The image
analysis software measures DNA and other properties of the cells in the digital
images. The research scientist uses the statistical image analysis software to
analyze these measurements objectively. Scientists use these statistical
analyses to determine the presence and severity of lung cancer. AcCell-Savant(R)
research systems record the digital images, measurements of cellular properties
and statistical information in computer files which are the records of the
scientist's experiment. The AcCell-Savant(R) then unloads the microscope slide.

In addition to research applications, we believe the AcCell-Savant(R)
can be adapted for many clinical, commercial laboratory applications. In our
attempt to enter the clinical laboratory market, we are pursuing partnerships
with other technology and product/service distribution companies. We are
exploring arrangements with partners to combine AcCell-Savant(R) and/or AcCell
technology with the partner's intellectual property. In these arrangements, we
would sell our products for use in combination with the partner's intellectual
property and products.

For example, on March 27, 2000 AccuMed announced that it signed a
multi-year agreement with Ventana Medical Systems, Inc. (Nasdaq: VMSI) to
provide an Automated Cellular Image Analysis System to assist pathologists in
analyzing cancer and infectious diseases. The system will be used to quantitate
immunohistochemistry (IHC) and in-situ hybridization (ISH) stained samples. The
combination of AccuMed's automated and quantitative imaging systems technology
and Ventana's sales and marketing strengths to surgical pathology laboratories,
will enable both companies to participate in the potentially attractive market
for quantitative IHC and ISH image analysis. Built from AccuMed's core
technology and products, Ventana expects to launch the sale of its first IHC
products built upon custom-modified AcCell automated imaging platforms and
imaging software in late 2001. That product will aid pathologists who evaluate
breast cancer specimens, including the use of Ventana's stain for measuring
Her-2/neu receptor overexpression. Physicians order tests to measure Her-2/neu
receptor levels in tissue samples from cancer patients to decide whether breast
cancer patients with metastatic disease will respond to Genentech's anti-cancer
drug, Herceptin(R).

Furthermore, AccuMed's automated and quantitative imaging instruments,
software, systems, and supplies are not only well suited for tests on tissue
samples from patients with cancer, but they are also ideal analytical instrument
platforms for numerous clinical applications in early disease detection and
medical follow-up.

Society is at the forefront of significant changes in disease
management. Molecular diagnostics and quantitative analyses of molecular
profiles resulting from gene expression will be used to optimize therapeutic
choices that ultimately improve patient outcomes. AccuMed's instrument and
system platforms are well-suited for

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numerous emerging tests for a wide variety of diseases including cancer (e.g.,
breast, prostate, colon, lung, bladder, lymphoma, and leukemia).

We need FDA clearance to market the AcCell-Savant in the United States
for clinical as opposed to research uses. At present, we have no plans to pursue
an FDA clearance.

AccuMed has generated limited revenues from the sale of our products to
our original target market, clinical laboratories that examine or diagnose
medical specimens including Pap smears. Currently, we do not actively market the
AcCell as a stand-alone product, but we do continue to ship AcCell units when we
receive orders.

We believe that AccuMed is the only company within the computer-aided
cytology screening cytodiagnostic market with a modular, expandable product,
(our AcCell) that allows customers to upgrade to more fully automated versions
and with a product line that support both gynecological and non-gynecological
specimen analysis using both conventional Pap smears as well as liquid-based
preparations.

MARKETS AND PRODUCTS

AccuMed is a medical device company developing proprietary diagnostic
instruments for applications in early disease prevention, detection, diagnosis,
prognosis, optimized selection of therapeutic regimens and agents, and
therapeutic monitoring. Quantitative and automated microscopy is a powerful
research tool, which applies complex computer algorithms to measurements of
nuclei, cells, and tissues on a microscopy slide to derive medically significant
information. AccuMed markets its computer-aided, automated, and quantitative
microscopy workstations and systems, including analytical cytology and histology
instruments and supplies, through joint ventures, technology licensing
agreements, and research and development contracts.

As one of AccuMed's laboratory partners stated, "Through its systems,
AccuMed is not only providing products, but it is redefining the process of
making a diagnosis." AccuMed is expanding its intellectual property portfolio
and applying its proprietary technologies to the development of cost-effective,
accurate, sensitive, easy-to-use, and innovative products that improve patient
outcomes and healthcare provider performance.

As a result of AccuMed's modular instrument platforms for cytology and
histology applications, AccuMed has focused its efforts to commercialize its
technology through partnerships with companies and institutions with a business
focus in the following markets, among others:

- Early lung cancer and other pulmonary disease detection and follow-up

- Cancer and infectious disease diagnostics

- Quantitative immunohistochemistry

- Cytogenetics, screening and toxicology including in-situ hybridization

- Anatomic pathology and information systems

- Quality control and assurance for cytology/histology quality
monitoring and reporting

- Telepathology and medical image archiving/databases

- Marker and probe development

- Drug development for cancer patients

- Linking diagnostics assays to therapeutics

- Cellular imaging and analysis

- Quantitative cytology and histology

- Microscopy-based tests

- Medical informatics

PRODUCTS

AccuMed's product development strategy has focused on taking what the
human experts do best and "wrapping around them" technological solutions that
make them more effective with respect to quality and cost-effectiveness. In
addition, AccuMed provides instruments such as the AcCell-Savant to measure and
analyze what the human eye-brain combination cannot see or perceive. AccuMed has
developed the following technology and

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products relying upon its core technologies including computer-aided microscopy,
medical informatics, optical and electronic imaging systems, quantitative
microscopy, and cytometry/histometry systems.

The product development strategy employed at AccuMed is a layered
approach. The underlying support for the product line is the AcCell
computer-aided microscope, which is primarily a quality assurance device
utilizing robotic and medical informatic technologies. The TracCell(TM) layer
above the AcCell provides productivity enhancements by electronically mapping
slides to identify the fields-of-view with the well stained and well preserved
cells for human review. The AcCell-Savant layer immediately above the TracCell
layer adds quantitative microscopy that facilitates systems that measure and
report the content and distribution of DNA and other cellular constituents in
biosamples. Probes analyzers are yet an additional layer of technology that
introduce the capability of quantitatively determining the presence of genetics
markers and probes in cellular and histological samples. Finally, the top layer
of the technological pyramid anticipates the integration of all of these
technologies with a medical informatics system to furnish complete assays from
specimen processing through medical results reporting.

The AcCell, TracCell and AcCell-Savant are AccuMed's original product
lines (Series 2000) in computer-aided microscopy, slide mapping systems, and
quantitative microscopy systems.

COMPUTER-AIDED MICROSCOPY: ACCELL CYTOPATHOLOGY WORKSTATIONS

Clinical cytology laboratories, using technologists and cytopathologists
to prepare, screen and diagnose specimens are facing cost-containment pressures
and a need to improve quality simultaneously. These requirements are increasing
the demands on laboratories and their highly skilled cytologists to both
increase throughput (i.e., laborsaving products that reduce cost and increase
margin per test) and decrease their false negative rate (i.e., minimize
liability exposure). The AcCell workstations were developed to enable
cytologists to do what they do best -- interpret cytological findings -- and to
speed the tedious non-interpretative functions while concurrently providing
improved quality control, assurance and reporting functions during the screening
and diagnostic process.

The AcCell product line is a comprehensive family of integrated,
expandable and technologically advanced products consisting of proprietary
workstations that provide bar-coding for automated specimen identification,
robotic slide loading to increase throughput and accuracy, support to ensure
that 100% of a slide's sample deposition area is imaged during screening,
electronic marking of cells and other objects-of-interest for rapid and
reproducible automated relocation of selected cells of interest by pathologists
during review sessions, accurate positional information that is continuously
available, automated and high-accuracy physical dotting of slides, a data
management system (DMS; typically interfaced to a Laboratory Information Systems
(LIS)) that speeds and aids pathologists in diagnostic review sessions,
automated report generation for specimen and laboratory management, and
compatibility with both conventionally prepared Pap smears and liquid-based
preparations. The DMS supports both gynecological and other sample processing
and analysis. The primary benefits derived from the use of AcCell workstations
are cost and time-savings, improved process control and quality, proactive risk
management, and reported increases in the detection of abnormal cases.

AcCells are the reliable, production-oriented workhorses for all of
AccuMed's products. They are optimized review stations that support the human
experts by maximizing their performance and providing a means for quality
assurance in cytology and histology operations.

Most importantly, however, these AcCell workstations form the basic
building block of semi-automated and automated systems in that they serve as (a)
the core of the human expert's specimen or patient sample review station and (b)
the building block for all of the analytical instruments in the other screening
and diagnostic market sectors.

ELECTRONIC IMAGING SYSTEMS: TRACCELL SLIDE MAPPING

Another technology developed by AccuMed is computerized slide mapping.
This technology, implemented in the TracCell Slide Mapping System, has been
FDA-cleared for use with conventional Pap smears as well as with Cytyc
ThinPrep(R) liquid-based preparations. The TracCell stand-alone slide
preprocessor produces electronic "maps" of slide-based cytological samples.
These maps were designed to save slide-screening time and associated labor
costs. The basic principle of TracCell slide mapping is that cytologists do not
need to screen or

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review microscope fields-of-view that do not contain any adequately stained,
well-preserved diagnostic cells. By processing slides with a TracCell before the
cytologist screens the slides at an AcCell review station, the cytologist can
save time by being automatically routed past these "empty" fields-of-view. This
productivity enhancement technology is also adaptable to the processing and
review of tissue sections on microscope slides. An indirect benefit of the
TracCell tool is that screeners can spend more time analyzing
difficult-to-interpret cells or regions-of-interest without sacrificing overall
productivity. The TracCell Slide Mapping System, by definition, includes an
AcCell review station. AccuMed would entertain a licensee for the AcCell and
TracCell products for use in the automation of conventional cytology diagnostic
laboratories. Also, AccuMed is utilizing these products and technologies in more
advanced clinical applications (e.g., quantitative immunohistochemistry and
in-situ hybridization systems already licensed to Ventana Medical Systems,
Inc.).

QUANTITATIVE MICROSCOPY SYSTEMS: ACCELL-SAVANT IMAGE CYTOMETERS

The AcCell-Savant/research (ACSr) instrument combines an AcCell
computer-aided microscope with the Savant proprietary system of stains,
protocols, imaging hardware and analytical software. This automated image
cytometer generates analytical results regarding individual cells, including DNA
content, optical texture and morphometric features. Statistical, graphical, and
image data are displayed in a variety of formats to support cytology and
histology research scientists, engineers, and clinicians.

More specifically, AccuMed's Malignancy Associated Changes (MAC) methods
and instruments are one of AccuMed's powerful sets of automated cytophotometry
tools facilitating the cytological detection and diagnosis of cancer at early,
more curable stages of development. The lead research product at AccuMed, known
as the AcCell-Savant, is a high-resolution image cytometer and is currently
available as a research instrument -- the AcCell-Savant/research (ACS/r). This
analytical instrument incorporates an AcCell computer-aided microscope with the
Savant system of stains, protocols, as well as proprietary imaging hardware and
analytical software. The ACSr is a fully automated, high-resolution, absorbance
microscopy-based cytometer that processes Thionin-Feulgen-stained cytology
preparations and presents analytical results regarding the cellular DNA content
of processed samples. This quantitative microscopy system includes an AcCell
equipped with electronic-imaging for the evaluation of cytology samples prepared
with proprietary nuclear DNA stains. Applications of this technology include
measurement of cellular DNA content, chromatin distribution patterns, and
nuclear areas for detection of early cancer and other diseases.

- ACSr's automated operation makes it possible to measure thousands of
cells per sample, thus increasing the statistical accuracy of tests.

- ACSr's proprietary high precision computer-aided microscope with
robotic slide handling and bar-coded sample identification ensures the
reproducibility and reliability of results.

- ACSr's proprietary electronic imaging and digital image processing are
capable of selecting cells of interest, distinguishing them from
background debris, cell clusters and non-targeted cells. This speeds the
tedious non-interpretive functions while improving quality control and
assurance.

- ACSr's digital image processing and proprietary statistical analyses
generate not only quantitative results but graphical displays as well
(e.g., two-dimensional histograms, scattergrams and cell image gallery
displays). These enable the user to detect subtle changes and rare
cellular events readily and reliably.

- ACSr's automated cell classification capability is customizable to the
user's specifications. This eliminates the time consuming and
labor-intensive process of manually classifying cells and provides
flexibility for user-specific requirements.

A key competitive advantage of the AcCell-Savant/research is its rapid,
production-oriented automation enabling it to scan and analyze thousands of
cells per sample without human intervention. Rather than relying upon
interactive, labor-intensive approaches with statistical samples too small for
sensitive cell cycle or

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ploidy analyses, the AcCell-Savant approach solves these problems making speedy
analyses of small or large (> 15,000 cellular events) sample sizes practical and
cost-effective. In addition, this robust and unique approach enables users to
select the cells of interest for analysis, free from background debris, cluster,
and non-targeted cells such as non-tumor cells that could mask significant
findings regarding the cells of interest to the operator. Additionally, use of
the ACSr is a complementary approach to flow cytometry. The relative advantages
of the image cytometry approach are that flow cytometry typically requires at
least an order of magnitude more cells per analysis, the AcCell-Savant enables
selectivity (ability to eliminate extraneous objects that mask results), and
unlike the AcCell-Savant, flow cytometry users cannot "see & save" cells with
their corresponding feature data sets. Finally, neither flow nor image cytometry
can process histological sections in general, though the AcCell-Savant can
process some tissue sections (e.g., muscle, heart, brain, nerve, ovary, and
testicle) when the majority of their nuclei are non-overlapping.

This robust and unique instrument is versatile enough to handle a
variety of applications. Typical applications of the AcCell-Savant include
research and applications development in the following areas: disease detection
from cytology samples, Malignancy Associated Changes (MAC), DNA ploidy analyses,
treatment planning and monitoring, cell cycle analyses of S-phase fractions,
quality assurance via post-screening of cytology samples, infectious disease
investigations, transplant rejection analyses, toxicology, chemoprevention, and
general cellular research.

Features and benefits of the AcCell-Savant/research system include the
following:

- Fully automated and high-speed operations

- Normalized DNA data with calibration

- Accurate, reproducible, and high resolution

- Classifiers providing high sensitivity & specificity

- Tunable to a wide variety of markers and probes

- Enables rapid generation of feasibility data

- Speeds drug research via faster protocols

- Suitable for new clinical screening assays

- Compatible with production-oriented AcCell-Savant Systems

AccuMed owns multiple patents related to methods and devices for
automatically detecting malignancy associated changes. Malignancy-associated
changes are subtle changes known to take place in the nuclei of apparently
normal cells found near cancerous or precancerous tissue. David M. Garner,
Ph.D., co-inventor of the MAC patents and Senior Scientist at the British
Columbia Cancer Agency (Vancouver, Canada) indicated "Malignancy-associated
changes (MACs) are subtle changes that are known to take place in the nuclei of
apparently normal cells found near cancer or precancerous tissue. As such, the
measurement of MAC features can potentially improve specimen adequacy rates,
increase the sensitivity of an early cancer detection screening test, and result
in an easier-to-use, simpler, and more reliable assay. Also, MACs can be used to
detect, not only lung cancer, but many other types of cancer and precancerous
conditions."

The AcCell-Savant products offer the unique combination of patented MAC
methods and the benefits of high accuracy, sensitivity and throughput which
enable research clinicians and scientists to detect and measure early subtle
cellular changes in disease processes that may not be otherwise detectable by
visual analyses alone.

SYSTEM 3000

The next generation System 3000 products are being developed to enhance
product features and benefits, and to increase market acceptance in diverse
clinical applications. These products are comprised of the AcCell 3000 Review
Station, the AccuTech and the Cognetix Analyzer.

(a) ACCELL 3000 REVIEW STATION

The AcCell 3000 is the human-operated cytology workstation of AccuMed's
System 3000 product line. It is a fully integrated light microscopy and data
management system for use in laboratories that perform slide-based microscopic
examination of cellular materials. This combination microscope and computer was
designed as

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the cytologist's and/or pathologist's flagship "workhorse" tool. Specifically,
the AcCell 3000 supports needs of the gynecological and non-gynecological
cytology (e.g., cervical Pap smears and liquid-based preparations (LBPs), sputum
cytology, fine-needle aspirations) laboratories as well as laboratories that
perform hematology, gastroenterology, urology, cytogenetic, histology and
related cytological and histological interpretations for the screening,
diagnosis and reporting of cell-based samples, and for professional education
and training. The AcCell 3000 provides this support through a set of
user-oriented hardware and software tools integrated within a compact, reliable
and easy-to-use package. The AcCell 3000 microscope automates the microscopy
process while improving process control. It features a highly ergonomic user
interface, a multi-user relational database and an interface to laboratory
information systems (LIS) to improve the speed, accuracy and reliability of the
sample evaluation process while reducing the physical strain that microscopists
face in a clinical production environment. The instrument is capable of
supporting multilingual operations. This computer-aided microscopy workstation
can be operated as a stand-alone device, in a stand-alone network of other
AcCell workstations within a cytology or anatomic pathology laboratory, or as a
network of AcCell workstations interfaced to an LIS through an AcCell file
server. The AcCell 3000 computer-aided microscopy products can also work in
conjunction with the other System 3000 products under development (e.g.,
AccuTech-based versions of the FDA-cleared TracCell Slide Mapping Systems and
AcCell-Savant Quantitative Microscopy Systems) that offer additional information
from computer-aided sample analyses through the use of both interactive and
fully automated electronic imaging systems.

Features and benefits of the AcCell 3000 Review Station include the
following:

- Small footprint and compact

- Enhanced user productivity

- Optimized slide throughput

- Data management system

- Customizable

- User options protected

- Excellent optical imaging

- Coupled to an analyzer

- Enables "PreView" of images of abnormal cells received from Analyzer

- AccuTech inside (i.e., "Savant powered")

(b) ACCUTECH

Specifically, the AccuTech was developed by AccuMed to remove the need
to use commercially available microscopes in the AcCell and related product
lines. Such commercially available microscopes did not provide adequate
mechanical stability, for example, to enable high-speed focusing on machines
that were being designed to operate consistently during multiple shifts and for
seven days per week.

Features and benefits of the AccuTech systems include the following:

- High-precision computer-controlled imaging

- Fixed optical system without field-operation variability

- Computer-controlled illumination intensity with feedback control

- High-resolution, ultra-fast computer-controlled focusing subsystem

- Power objective changer with full three-dimensional and illumination
compensation

- Integral rotating filter mechanism for high-speed multi-spectral
sensing

- Rigid and fixed camera mounting system

- Automatic re-calibration system to ensure slide-by-slide data quality

The AccuTech microscope frame is the core module not only within the
AcCell 3000 Review Station, but also in the instrument designed to handle
semi-automated or full automation with the capability of operating 24 hours/day,
7 days/week. That instrument is the Cognetix Analyzer.

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The Cognetix Analyzer is assembled from modular components that enables
it to be easily and rapidly customized to specific clinical assays based upon
microscope slide-based samples. Such sample may be either cellular or
histological.

Feature and benefits of the Cognetix Analyzer include the following:

- MAC detection and tunable to a variety of probes

- Labor savings and walk-away automation

- Continuous and high-speed operations

- Image acquisition & sample classification software with classifiers

- Sample tracking

- Stable & reliable in field use with precision mechanics and focusing

- Environment-tolerant

- Photonic sensors

- Configurable, scalable, and easy to use

- Link to Review Station facilitates sending Dx images to Review Station

- Built-in quality control and assurance

- AccuTech inside (i.e., "Savant powered")

SUPPLIES

Supplies for AccuMed products include calibration slides, dotter tape
cartridges, and DNA stain kits (i.e., microscope slides and reagents for DNA
cytophotometry using the AcCell-Savant).

INTELLECTUAL PROPERTY

AccuMed has a strong intellectual property patent portfolio and core
expertise (i.e., scientific and technical know-how) in computer-aided (AcCell,
TracCell) and quantitative (Savant) optical microscopy; automated electronic
imaging and screening systems; cytochemistry and histochemistry (DNA stains);
analytical instruments and algorithms for cell and tissue image analysis;
methods to measure intracellular malignancy associated changes (MAC); and
medical devices and diagnosis systems.

AccuMed develops its patent portfolio to establish value for its
investors in areas of its core technologies, such as computer-aided microscopy.
Furthermore, AccuMed pursues patent protection in disabling and competitive
technologies if inventions occur which can protect key markets for AccuMed.
Patents, trade secrets, and copyrights are used by AccuMed to protect its
proprietary technology.

SALES AND MARKETING

Typically, AccuMed's products are not currently sold to laboratory
end-users unaffiliated with AccuMed. Rather, AccuMed has four classes of
customers. Quadrant I customers are beta-site customers who are used to provide
marketing feedback to AccuMed regarding product design, performance and
preferred enhancements. AccuMed remains confident that its core computer-aided
microscope platform, the AcCell workstation, continues to provide a unique
approach to improving cytology processes even in the conventional Pap test
laboratories. Nevertheless, regardless of the merits of the originally targeted
market, the AcCell workstation is the workhorse platform embedded in all other
products by AccuMed, including the AcCell-Savant research systems, and the
integral review station component of the automated early lung cancer screening
systems, among others.

Quandrant II customers are research and development scientists and
clinicians who execute a commercialization agreement with AccuMed. Quadrant II
creates an opportunity for a product pipeline for AccuMed through a virtual R&D
organization that frees AccuMed from the direct expense of funding R&D for new
applications development. This extramural R&D program is designed for leading
researchers actively developing new clinical applications with commercial
potential. These physicians, scientists and engineers are conducting

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funded research using cytometry and histometry at teaching hospitals,
universities and research institutes. Benefits to participating researchers
include:

- Discounted purchases of AcCell-Savant/ research and other R&D products

- Royalty-based revenue stream from AccuMed commercialized products

- Access to powerful and proprietary development tools

- Ongoing technical support, services and updates

- Access to advanced training and collaborations

- Potential to participate in new product beta-tests and clinical trials

- Participation in joint development projects

- Expedited commercialization of new clinical assays

- Support for patents and other intellectual property protection

To date this AccuMed program has sites in Japan and Australia selecting
AccuMed as their sole source for the commercialization of clinical tests
involving cytology, histology, cytometry and histometry.

Quadrant III customers are the primary business opportunity for AccuMed.
This is the area in which AccuMed believes that significant and multiple
business opportunities exist today, and that these opportunities are reliant
upon the core existing technologies of AccuMed. The R&D and analytical
instrument sales agreement with Ventana Medical Systems, as well as the
agreement with Dianon Systems announced in December of 2000 to provide DNA
measurement systems, are excellent examples of Quadrant III opportunities.
Typically, with Quadrant III customers, AccuMed seeks a combination of (a)
license fees, (b) R&D contracts, (c) use-based royalty stream, (d) product
supply contracts, and (e) equity participating in the licensee's business.

Quadrant IV customers are typically businesses in which AccuMed can
either license its technology into a field-of-use that is remote from AccuMed's
primary fields-of-interest in business development, or in which AccuMed can
provide the customer with product on an OEM basis. This "technology transfer"
market opportunity has already generated revenues for AccuMed in the area of
point-of-care diagnostic systems.

COMPETITION

AccuMed believes that its cytopathology products must compete on the
basis of functionality, product features and effectiveness of the product in
standard medical practice, although price is also an important competitive
factor.

AccuMed's cytopathology products will face competition from companies
that have developed or may be developing competing or alternative systems.
AccuMed's competitors possess substantially greater financial, marketing, sales,
distribution and technical resources than AccuMed, and more experience in
research and development, clinical trials, regulatory matters, manufacturing and
marketing.

OPERATIONS

AccuMed assembles and tests its cytopathology products at its Chicago
facility. Currently, AccuMed is not manufacturing product, though it assembles
and tests manufactured subassemblies. AccuMed anticipates future AcCell(TM)
production will be done on a contract basis based on customer orders.

GOVERNMENTAL REGULATION

AccuMed's products and manufacturing processes are regulated by state
and federal authorities, including the FDA and comparable authorities in certain
states and other countries.

The Federal Food, Drug and Cosmetic Act (the "FDA Act") regulations
provide that some of AccuMed's products may not be shipped in interstate
commerce without prior authorization from the FDA. Such authorization is based
on a review by the FDA of the product's safety and efficacy as indicated for its
intended uses. Medical devices may be authorized by the FDA for marketing in the
United States either pursuant to a 510(k) Pre-

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market Notification or a Pre-marketing Approval ("PMA"). The process of
obtaining FDA marketing clearance and other applicable regulatory authorities
may be costly. Some FDA 510(k) Notification applications and PMA's require
preliminary internal studies, field studies and/or clinical trials in addition
to an FDA submission to attain market clearance (the 510(k) process or market
approval (the PMA process)).

A 510(k) Notification, among other things, requires an applicant to show
that its products are "substantially equivalent" in terms of safety and
effectiveness to an existing FDA cleared predicate product. An applicant may
only market a product submitted through the 510(k) Notification at such time as
the FDA issues a written clearance determining that the product has been found
to be substantially equivalent.

A PMA is the FDA submission process where the product must demonstrate,
independently of other like devices, that it is safe and effective for its
indications for intended use. A PMA must be supported by extensive data,
including preclinical and clinical trial data, as well as extensive literature
to prove the safety and effectiveness of the device. The approval process
usually takes substantially longer. During the review period, the FDA may
conduct extensive reviews of AccuMed's facilities, deliver multiple requests for
additional information and clarifications and convene advisory panels to assist
in its determination.

FDA enforcement policy strictly prohibits the promotion of learned or
approved medical devices for non-approved or "off-label" uses. In addition,
product clearances or approvals may be withdrawn for failure to comply with
regulatory standards.

Marketing in the United States of some of AccuMed's products under
development may require additional FDA clearances. The FDA Act and other
statutes and regulations, including various state statutes and regulations,
govern the marketing, advertising and promotion of AccuMed's products. Failure
to comply with applicable requirements can result in fines, recall or seizure of
products, total or partial suspension of production, withdrawal of existing
product approvals or clearances, refusal to approve or clear new applications or
notices and criminal prosecution.

Sales of medical devices outside the United States are subject to
foreign regulatory requirements that vary from country to country. The time
required to obtain clearance by a foreign country may be longer or shorter than
that required for FDA clearance, and the requirements may differ. Export sales
of certain devices that have not received FDA marketing clearance generally are
subject to both FDA Certificate for Foreign Governments and, in some cases,
general U.S. export regulations. In order to obtain a FDA export permit, AccuMed
may be required to provide the FDA with documentation from the medical device
regulatory authority of the country in which the purchaser is located.

AccuMed has secured "CE" mark for the AcCell(TM) 2000 series and will
seek the mark for its proposed products. The CE mark is recognized by countries
that are members of the European Free Trade Association and will be required to
be affixed to all medical devices sold in the European Union.

RAW MATERIALS AND COMPONENTS

Certain key components and raw materials used in assembling AccuMed's
products are currently available through single-source vendors. Although AccuMed
believes that alternative sources for such components and raw materials are
available, any supply interruption in a single-sourced component or raw material
would have a material adverse effect on AccuMed's ability to manufacture
products until a new source of supply were qualified.

RESEARCH AND DEVELOPMENT

AccuMed's research and development efforts are focused on enhancing its
existing products to address unmet needs within the diagnostic cytopathology
market. During the fiscal years ended December 31, 2000, 1999, and 1998
expenditures for research and development were approximately $1,100,000,
$1,900,000, and $2,600,000 respectively.

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AccuMed is currently developing the following products:

ACCELL/SAVANT(TM) DNA IMAGE CYTOMETER

This product ("AcCell-Savant") is an automated high-resolution image
cytometer (nuclear DNA analyzer) that processes Thionin-Feulgen stained cytology
specimens for DNA analysis. Designed for both the research and clinical
laboratory markets, this product line offers a unique combination of features
and benefits including: (a) highly accurate, reliable, and reproducible system
operation, (b) easy-to-use, rapid, and well documented instrument operation, (c)
optimized accompanying specimen preparation/staining kits, (d) full
automation---"load and walk-away" operation, (e) multi-slide cassette with
random-access robotic slide handling, (f) high-resolution images with square
pixels and large field-of-view, (g) stable, reliable, DNA specific
Thionin-Feulgen stain, (h) suitable for many applications including ploidy, MAC,
general cellular research, (i) ability to process conventional smears and
monolayer preparations, (j) automated focus, (k) automated image segmentation,
(l) optional automated cell/object classifier based upon user-supplied and
defined training sets, (m) cell or object relocation and review capability in
microscope or on monitor, (n) normalization: 1-D and 2-D histograms, (o) ability
to normalize DNA histograms with internal and/or external references, (p)
ability to extract measurements by cell populations or by individual
cells/objects, (q) statistical analyses of measured data sets with graphical
output displays, (r) display capabilities include cell image gallery displays,
(s) report generator, (t) option for networked review microscopes to increase
productivity, and (u) data export routines to interface to third-party
applications such as multivariate statistical analyses packages.

This product focuses on the clinical research and the clinical
laboratory market, for clinical applications of image cytometry technology.
Benefits of this product are anticipated to be:

(1) High-quality instrumentation for automated and quantitative analyses
(e.g., assays that cannot be performed by human experts alone).

(2) Optimized for clinical application in production laboratory settings
(e.g., high-volume tests).

(3) Unattended slide handling; integrated with staining and cover
slipping systems; custom reports, interface with LIS.

(4) Use of (e.g., integrated solutions) DNA/Fuelgen stain kits,
calibration slides and clinical laboratory protocols.

AccuMed estimates that there are approximately 600 images processing and
analysis systems installed worldwide for research purposes and additional 600
clinical systems. Because of uncertainty of current market provider commitment,
AccuMed believes there is an opportunity for a competitive image analysis
system. The size of this worldwide market is estimated to be over 1200 units at
a cost of $100,000 per unit. Consumables such as staining kits used in
conjunction with the DNAnalyzer would represent a potentially high margin
continuing revenue stream.

AccuMed believes various factors will influence market demand for this
product within the domestic healthcare marketplace.

The pressure for cost containment drives the need for tools that
streamline aspects of the operational process. This product offers a
user-friendly, general-purpose image analysis that operates on the AcCell(TM)
technology platform, designed for clinical laboratory use.

Also, competitive image analysis systems currently serving this market
have been designed largely for the research market, but the level of customer
support necessary to accommodate the clinical laboratory market is not readily
available. AccuMed intends to offer strong field service and support along with
this product.

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Lastly, the consolidation of the healthcare industry drives the need to
integrate various functions within the clinical laboratory. This product is part
of an integrated family of tools that support a wide variety of functions within
the clinical laboratory.

AccuMed believes the AcCell-Savant platform can be applied effectively
for tissue sites other than for lung tissue. In particular, the AcCell-Savant,
with its MAC's capabilities, has the ability to not only detect early stage
cervical cancer in an automated manner, but it has the potential ability to
determine whether pre-cancerous cells will develop into cancer or not.

INTELLECTUAL PROPERTY

AccuMed relies on a combination of patents, licensing arrangements,
trade names, trademarks, copyrights, trade secrets, know-how and proprietary
technology as well as policies and procedures for maintaining the secrecy of
trade secrets, know-how and proprietary technology in order to secure and
protect its intellectual property rights. AccuMed has twenty-seven issued
patents, three allowed patents, and forty pending patents in related
technologies. AccuMed is also developing products (e.g., AcCell-Savant) that
rely upon or utilizes the intellectual property of its wholly--owned subsidiary,
Oncometrics. Oncometrics has five issued patents, two allowed patents, and
twelve pending patents in related technologies.

AccuMed is continuing to prepare additional patent applications. Since
patent applications in the United States are maintained in secrecy until patents
issue, and since publications of discoveries in the scientific or patent
literature tend to lag behind actual discoveries by several months, AccuMed
cannot be certain that AccuMed or other relevant patent application filer was
the first creator of inventions covered by pending patent applications or that
such persons were the first to file patent applications for such inventions.
Protections relating to portions of such technologies may be challenged or
circumvented by competitors, and other portions may be in the public domain or
protectable only under state trade secret laws.

AccuMed owns trademark applications for "SpeciFind", "TracCell",
"MacCell", "AcCell-Savant", "Improving Cytology Processes", and is currently
preparing and may file additional U.S. and foreign trademark applications in the
future.

EMPLOYEES

As of March 21, 2001, AccuMed employed 4 full-time employees. None of
AccuMed's employees are represented by a labor union. AccuMed considers its
relations with its employees to be good.

AVAILABLE INFORMATION.

We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy the documents we have
filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information about
the Public Reference Room. Our SEC filings are also available to the public at
the SEC's Internet site found at "http://www.sec.gov." You can also inspect our
SEC filings at the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.

AccuMed's Internet website is "http://www.accumed.com".

ITEM 2. PROPERTY

AccuMed currently leases a 10,062 square foot facility at 920 North
Franklin Street, Chicago, Illinois, pursuant to a lease expiring September 30,
2004. We have initiated a search to retain a real estate company to assist us in
subleasing unneeded excess space.

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ITEM 3. LEGAL PROCEEDINGS

Except as described below, AccuMed is not currently a party to any
material litigation and is not aware of any pending or threatened litigation
against AccuMed that could have a material adverse effect upon AccuMed's
business, operating results or financial condition.

In June 1997, Merrill Corporation filed a complaint against AccuMed in
the Circuit Court of Cook County, Illinois. The complaint alleges that AccuMed
entered into a contract for printing services and has failed to pay for the
services rendered. AccuMed alleges that the invoices submitted to it are
inaccurate and excessive, and that Merrill did not perform all of the services
for which it has purported to charge AccuMed. Merrill is seeking an award of
$430,033, plus interest, attorneys' fees and costs.

Discovery has been completed, and a trial has been set for July 16,
2001. AccuMed intends to defend the claims vigorously unless an acceptable
settlement can be reached. However, if Merrill prevails in the litigation and is
awarded the full amount it is seeking, the judgement would have a material
adverse effect on AccuMed's financial condition and cash flows.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the
quarter ended December 31, 2000.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Our common stock is quoted on the Nasdaq Bulletin Board under the symbol
"ACMI.OB". The table below sets forth, for the periods indicated, the range of
high and low sales prices for the common stock during the periods specified.

1999 FISCAL YEAR High Low
---- ---

First Quarter 1.91 0.59
Second Quarter 1.31 0.72
Third Quarter 1.22 0.47
Fourth Quarter 4.00 0.56

2000 FISCAL YEAR High Low
---- ---

First Quarter 3.69 1.31
Second Quarter 2.34 0.63
Third Quarter 0.97 0.50
Fourth Quarter 0.72 0.03

As of March 21, 2001, AccuMed had approximately 203 record holders of
common stock. As of March 21, 2001, AccuMed estimates that there are
approximately 4,127 beneficial holders of common stock, based on results of a
broker search conducted in April 2000.

AccuMed has never paid dividends on its common stock and does not intend
to pay cash dividends for the foreseeable future.

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ITEM 6. SELECTED FINANCIAL DATA

On January 29, 1999, AccuMed closed the sale of its microbiology
business. The income statement and balance sheet data presented below reflects
the microbiology business as a discontinued operation. See Note 1 in the
accompanying Financial Statements starting on page F-1.

FISCAL YEARS ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)
------------------------------------------------------------------
2000 1999 1998 1997 1996
------- ------- -------- -------- --------

INCOME STATEMENT DATA:

Net revenues $ 477 $ 136 $ 327 $ 1,001 $ 1,412

Cost of sales 122 1,146 856 1,557 1,394

Operating loss (3,654) (6,446) (9,796) (15,800) (13,387)

Interest expense 39 501 1,411 3,569 458
Loss from continuing
operations before (3,098) (6,803) (10,360) (18,858) (10,904)
income taxes

Income taxes -- -- -- -- --

Loss from continuing (3,098) (6,803) (10,360) (18,858) (10,904)
operations
Income (loss) from
discontinued -- 8,199 3,351 1,939 (670)
operations

Net (loss) income (3,098) 1,396 (8,176) (16,919) (11,574)

PER SHARE DATA:
Basic loss from
continuing operations ($ 0.55) ($ 1.24) ($ 2.04) ($ 5.13) ($ 3.85)
Income (loss) from
discontinued operations -- 1.49 0.66 0.53 (0.24)

Extraordinary loss -- -- (0.23) -- --

Basic net (loss) income ($ 0.55) $ 0.25 ($ 1.61) ($ 4.60) ($ 4.09)
Weighted average shares
outstanding (000's) 5,653 5,491 5,080 3,675 2,829

BALANCE SHEET DATA:

Working capital (deficit) ($ 812) $ 39 ($ 1,393) ($ 1,600) $ 2,150

Total assets 6,051 7,222 13,448 16,085 13,444

Long-term debt -- 167 5,782 11,455 231

Stockholders' equity 2,384 5,668 4,223 733 10,136

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

AccuMed markets and develops cost effective screening instruments and
systems for clinical diagnostic laboratories, hospitals and others. Our
integrated systems use reliable, accurate and innovative products and methods to
provide laboratories with comprehensive solutions that are intended to improve
efficiency and reduce costs while significantly improving disease detection.
AccuMed currently is developing cytology computer-aided image cytometry
instruments and systems that support early detection and diagnosis programs for
screening high-risk individuals for cellular diseases, such as lung cancer.

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During 1998, AccuMed received stockholder approval to sell its
microbiology business. Accordingly, the results of the microbiology business are
reported as a discontinued operation in the accompanying financial statements.
On January 29, 1999, AccuMed closed the sale of the microbiology business for
net proceeds of $14,400,000.

The following management discussion and analysis of financial condition
and results of operations relate only to the cytopathology business, AccuMed's
only business line. Also, AccuMed is committed to a research and development
program. Accordingly, AccuMed expects to incur additional operating losses over
at least the next 12 months due to corporate overhead and development.

OVERVIEW

On February 7, 2001, AccuMed signed an agreement to merge with Ampersand
Medical Corporation. Under the terms of the agreement, holders of AccuMed's
common stock will receive 0.6552 of a share (subject to adjustment) of Ampersand
common stock in exchange for each share of AccuMed common stock. Each share of
AccuMed's Series A Convertible Preferred Stock will be exchanged for one share
of preferred stock of Ampersand that will be convertible into Ampersand common
stock. Consummation of the merger is subject to customary closing conditions,
including the approval of AccuMed's stockholders, and the registration of the
Ampersand common stock with the Securities and Exchange Commission. Closing of
the merger is expected to occur in the second quarter of 2001.

On December 29, 2000, AccuMed and its subsidiary, Oncometrics, entered
into agreements to license their patents and intellectual property to MonoGen,
Inc. ("MonoGen") for certain medical applications. Promissory notes were issued
to AccuMed and Oncometrics as consideration for the up-front license fees due
under the agreements.

On March 29, 2000, AccuMed entered into a letter agreement to reinstate
and amend its September 4, 1998 patent and technology license agreement with
Ampersand. AccuMed received an up-front license fee upon signing the letter
agreement. On June 9, 2000, AccuMed signed a formal amendment to the agreement
and received an advance royalty in the form of cash. AccuMed also received a
convertible note, which was repaid in December 2000, and shares of Ampersand
common stock as an additional advance royalty.

On March 29, 2000, AccuMed entered into a patent and technology license
agreement with BCAM International, Inc., renamed CellMetrix, Inc., whereby
AccuMed agreed to license its patents and proprietary information to CellMetrix
for certain medical applications. Under the terms of the agreement, AccuMed
received a license fee upon signing of the agreement. Effective September 1,
2000, AccuMed and CellMetrix mutually agreed to terminate the license agreement.
AccuMed is not required to refund any portion of the license fee it received.

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RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31, 1999

REVENUES AND COST OF SALES

AccuMed's net revenues were $477,000 for the year ended December 31,
2000 compared to $136,000 for the year ended December 31, 1999. Net revenues for
the 2000 period reflect the sale of AcCell(TM) and AcCell-Savant(TM) units and
licensing fees and royalties earned on our license agreements with Ampersand,
CellMetrix, and Ventana, which were signed in 2000. Net revenues for the 1999
period represent the sale of one AcCell-Savant unit and sales of consumables and
computer support equipment. Cost of sales represents the cost of products sold.
Cost of sales for 1999 includes a non-cash charge of $1,106,000 to write-down
inventories to net realizable value.

OPERATING EXPENSES

General and administrative expenses decreased by $414,000, or 13.2%,
from $3,147,000 in the 1999 period to $2,733,000 in the 2000 period. The
decrease in these expenses is a result of reduced corporate level activity due
to the sale of the microbiology business and our efforts to reduce expenditures,
less administrative cost following our 1999 consolidation of AccuMed's
operations, and the application of qualifying costs to development funds
received under our development obligation with Ventana.

Research and development expenses decreased by $727,000, or 38.9%, from
$1,870,000 in 1999 to $1,143,000 in 2000. The decrease in these expenses is a
result of the application of qualifying costs to development funds received
under our development obligation with Ventana, and benefits achieved from the
consolidation of our research and development activities along with the 1999
consolidation of our operations.

Sales and marketing expenses were $133,000 for the year ended December
31, 2000 compared to $282,000 for the 1999 period. The decrease in these
expenses is primarily a result of personnel reductions, reduced spending on
consultants, and the application of qualifying costs to development funds
received under our development obligation with Ventana.

For the year ended December 31, 1999, an asset impairment loss of
$137,000 was recorded for the write-down of certain leasehold improvements. The
impairment loss is a result of our consolidation of facilities and
re-negotiation of facility leasing arrangements in February 2000.

OTHER INCOME AND EXPENSE

Interest expense for the year ended December 31, 2000 was $39,000
compared to $501,000 for the 1999 period. The decline in interest expense is a
result of the repayment in January 1999 of AccuMed's 14.5% secured note payable
and 12.0% unsecured convertible notes with proceeds from our sale of the
microbiology division. Interest expense for the 1999 period also includes
$370,000 from a non-cash write-off of deferred financing costs and debt
discounts related to the repayment of these notes.

During 2000, we sold a total of 85,776 of the common shares we hold in
Ampersand on the open market for proceeds of $331,574. A realized gain on the
sale of these shares of $331,574 was recorded in 2000.

Other income for the year ended December 31, 2000 substantially
represents interest income and $229,000 of income recorded upon the termination
of our patent and technology license agreement with CellMetrix. The amount
recognized as income is the remaining balance of deferred licensing fees at the
date of termination. Other income for the year ended December 31, 1999,
primarily represents interest income and non-refundable licensing fees of
$100,000 recognized as income upon the termination of a patent and technology
license agreement.

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DISCONTINUED OPERATIONS

AccuMed's loss of $158,000 in 1999 from discontinued operations reflects
the results of operations of AccuMed's microbiology business before its sale in
January 1999. In 1999, we recorded a gain of $8,357,000, net of income taxes of
$140,000, on the disposal of the microbiology business.

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH YEAR ENDED DECEMBER 31, 1998

REVENUES AND COST OF SALES

AccuMed's net revenues were $136,000 for the year ended December 31,
1999 compared to $327,000 for the year ended December 31, 1998, a decrease of
$191,000. The decrease in sales reflects a decline in the number of units of
AccuMed's AcCell(TM) products sold. Cost of sales for the year ended December
31, 1999 includes a fourth quarter non-cash charge of $1,106,000 to write-down
inventories to net realizable value. In October 1998, we ceased our
manufacturing operations to eliminate the associated indirect overhead costs.
Cost of sales for the year ended December 31, 1998 also includes
non-capitalizable overhead costs and costs associated with suspending the
manufacturing operations.

OPERATING EXPENSES

General and administrative expenses decreased by $2,161,000, or 40.1%,
from $5,308,000 in 1998 to $3,147,000 in 1999. The decrease in these expenses is
a result of reduced corporate level activity, including a reduction in personnel
due to the sale of the microbiology business and less administrative cost due to
the consolidation of AccuMed's cytopathology operations.

Research and development expenses decreased by $700,000, or 27.2%, from
$2,570,000 in 1998 to $1,870,000 in 1999. The decrease in these expenses
reflects a reduction in personnel and research activity levels. Expenses in 1998
include costs associated with the AcCell 2000 and TracCell slide mapping
systems, which were completed in August 1998.

Sales and marketing expenses decreased by $1,107,000, or 80.0%, from
$1,389,000 in 1998 to $282,000 in 1999. This decrease is a result of a reduction
in our marketing personnel beginning in October 1998.

OTHER INCOME AND EXPENSE

Interest expense for the year ended December 31, 1999 was $501,000
compared to $1,411,000 for 1998. The decline in interest expense is a result of
the repayment in January 1999 of AccuMed's 14.5% secured note payable and our
12.0% unsecured convertible notes with proceeds received from our sale of the
microbiology division and the conversion in 1998 of convertible notes into
Series A convertible preferred stock. Interest expense in 1999 also includes
$370,000 from a non-cash write-off of deferred financing costs and debt
discounts related to the repayment of these notes.

Other income for the year ended December 31, 1999 was $145,000 compared
to $848,000 for 1998. The decrease in other income is a result of a reduction in
licensing fee income and a reduction in invested cash on hand, which had been
available from proceeds received in a private placement in March 1998.

EXTRAORDINARY LOSS

For the year ended December 31, 1998, AccuMed incurred a $1,168,000
extraordinary loss related to the conversion of $5,275,000 in par value of
convertible notes and $329,000 in accrued interest thereon into 1,245,340 shares
of Series A Convertible Preferred Stock. Of the total expense, $193,000
represented cash fees and expenses.

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LIQUIDITY AND CAPITAL RESOURCES

AccuMed has incurred, and continues to incur, losses from operations and
has a working capital deficiency. For the years ended December 31, 2000, 1999,
and 1998, AccuMed incurred net losses from continuing operations of $3,098,000,
$6,803,000, and $10,360,000, respectively. At December 31, 2000, AccuMed has a
working capital deficiency of $812,000, and its available resources are not
presently sufficient to fund its expected cash requirements through the end of
2001. These conditions raise substantial doubt about AccuMed's ability to
continue as a going concern.

In 2000 and early 2001, management of AccuMed implemented strategies to
reduce losses from operations and cash used in operating activities. These
strategies have included a reduction in personnel, curtailment of certain
research and development efforts, and cutting of discretionary expenditures. As
a result of the signing of the merger agreement with Ampersand, AccuMed has
received in 2001 an aggregate of $695,000 in advances from Ampersand to be used
for working capital purposes. The merger agreement requires additional advances
of $225,000 per month from Ampersand in April and May 2001. The Ampersand
advances will be dissolved upon the consummation of the merger or will be due
and payable upon the earliest of May 31, 2001 or the termination of the merger
agreement. The due date for repayment of these advances may be extended upon
mutual agreement of AccuMed and Ampersand. Through February 28, 2001, AccuMed
has collected $300,000 on $500,000 of notes due from MonoGen, Inc. as of
December 31, 2000. The remaining amount of $200,000 due from MonoGen is payable
on March 31, 2001. Development milestone payments in the aggregate amount of
$400,000 are scheduled to be received in 2001 from Ventana under AccuMed's
license and development agreement with Ventana. In addition, AccuMed expects to
begin shipping licensed product to Ventana beginning in the fourth quarter of
2001.

Management expects the merger agreement with Ampersand to be consummated
in the second quarter of 2001. If AccuMed is not able to consummate the merger
agreement with Ampersand, or if MonoGen or Ventana are not able to meet their
payment obligations to AccuMed, or the development timetable with Ventana is not
met or is substantially delayed, AccuMed would be required to pursue other
strategies to maintain its liquidity. These strategies would include
substantially curtailing its development and marketing efforts, liquidating its
inventories and technology portfolio or ceasing operations. This would
materially and adversely affect AccuMed's business, financial condition, results
of operations, and cash flows.

At December 31, 2000, AccuMed has current debt of $668,000. The debt
consists of a Canadian dollar note of $151,000 ($218,000 in Canadian dollars), a
non-interest bearing repayable contribution of $187,000, and a $330,000 note
payable to Ampersand. The Canadian dollar note is due on demand, or in the event
not called, principal payments are required at a rate of $25,000 U.S. dollars
per month, plus interest at a rate of 6.0% over the Canadian prime rate. The
Canadian dollar note is convertible into shares of AccuMed's common stock at a
price of $1.43 per share. The repayable contribution was received under a
Canadian government program and calls for semi-annual installments based on
future sales of product and available funds, as defined. AccuMed is currently
past due in making certain of its payment obligations under this program. As a
result, AccuMed's repayment obligation is callable. The Ampersand note bore
interest at a rate of prime, plus 2.5%, and was converted into a new $800,000
note upon the signing of the merger agreement with Ampersand on February 7,
2001. The Ampersand note is due and payable upon the earliest of May 31, 2001 or
the termination of the merger agreement. The due date of the note may be
extended upon mutual agreement of the parties.

OPERATING ACTIVITIES

Cash used in operating activities decreased to $1,117,000 in 2000 from
$5,273,000 in 1999 and $10,418,000 in 1998. The decrease in the use of cash in
operations in 2000 compared to 1999 is primarily a result of a decrease in
operating expenses, exclusive of non-cash charges of $740,000, the receipt of
$2,000,000 under AccuMed's agreements with Ventana, CellMetrix, and Ampersand,
and other working capital changes. The decrease in cash used in 1999 compared to
1998 primarily reflects AccuMed's reduced operating costs. The 1999 period also
reflects over $1,000,000 of cash used to reduce extended vendor payment terms
carried over from the third and fourth quarters of 1998.

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INVESTING ACTIVITIES

For the year ended December 31, 2000, investing activities generated
$804,000 in cash compared to $13,976,000 generated in 1999 and the use of
$500,000 in cash in 1998. In 2000, AccuMed received $332,000 from the sale of
shares it held in Ampersand and collected $500,000 from outstanding notes
receivable. In 1999, AccuMed received $14,400,000 in proceeds, net of expenses
incurred, from the sale of AccuMed's microbiology business. In 1998 we used
$343,000 to acquire the remaining stock of our Oncometrics subsidiary. Capital
expenditures in 2000, 1999, and 1998 were $28,000, $24,000 and $157,000,
respectively. We do not anticipate material capital expenditures during 2001.

FINANCING ACTIVITIES

For the year ended December 31, 2000, AccuMed generated $120,000 from
financing activities compared to the use of $8,498,000 in cash in 1999 and the
generation of $4,943,000 in 1998. In 2000, we received $330,000 from the
issuance of notes payable to Ampersand, and we used $210,000 for the pay down of
AccuMed's Canadian dollar note payable. In 1999, we repaid all of our
outstanding 14.5% secured notes and 12% unsecured convertible notes with
proceeds from the sale of AccuMed's microbiology division. In 1998, AccuMed
received $4,852,000 in net proceeds from a private placement of its common stock
and warrants to purchase common stock.

AccuMed currently has no commitments with respect to sources of
additional financing other than with respect to funds to be received under our
agreements with Ampersand, MonoGen, and Ventana.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

AccuMed holds shares of common stock of Ampersand Medical Corporation, a
publicly traded company. As a result, our financial results could be
significantly affected by changes in the traded market price of this security.
AccuMed has debt instruments that are denominated in Canadian dollars. The
interest rate for one of the Canadian dollar denominated debt instruments is
variable based on changes in the Canadian prime rate of interest. AccuMed also
has a note payable with an interest rate that varies based on the U.S. prime
rate of interest. As a result, our financial results could be significantly
affected by changes in the exchange rate for Canadian dollars and to changes in
the U.S. and Canadian prime rates of interest. Management does not actively
employ strategies to minimize AccuMed's risks to these exposures.

The following table presents information about the shares we hold in
Ampersand as of December 31, 2000.

SHARES FAIR
HELD VALUE
------- --------

Ampersand Medical Corporation 192,088 $195,085

The following tables present information about AccuMed's debt
instruments that are subject to foreign currency and interest rate risk. The
table presents principal cash flows, related weighted-average interest rate by
expected maturity, and the applicable average Canadian to U.S. dollar exchange
rate.

FAIR
2001 2002 TOTAL VALUE
-------- ---- -------- --------

Foreign currency risk:
Principal $338,288 -- $338,288 $338,288
Average interest rate 11.3% --
Exchange rate 1.4995 --

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2001 2002 TOTAL VALUE
-------- ---- -------- --------

Interest rate risk:
Principal $481,288 -- $481,288 $481,288
Average interest rate 12.5%

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements are filed with this report as pages
F-1 through F-18 following the signature page:

Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity and Comprehensive
Income (Loss)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS AND DIRECTORS

The sole executive officer and directors of AccuMed and their ages are
as follows:

NAME AGE POSITION
---- --- --------

Paul F. Lavallee................... 61 Chairman of the Board and Chief Executive Officer
Mark Banister...................... 38 Director
Jack H. Halperin, Esq.............. 55 Director
Robert L. Priddy................... 55 Director
Leonard M. Schiller, Esq........... 60 Director

Set forth below is certain information regarding the business experience
of the directors and executive officers of AccuMed.

DIRECTORS

PAUL F. LAVALLEE. Mr. Lavallee has been a member of the board of
directors since December 1995 and has been Chairman of the Board and Chief
Executive Officer of AccuMed since January 30, 1998. From January 30, 1998
through March 2, 2000, he also served as President. Since 1995, he has been
Chairman of the Board of Biorthex, Inc., a venture capital backed start-up firm
specializing in surgical and non-surgical orthopedics located in Montreal. From
January 1996 until January 1997, Mr. Lavallee served as a consultant to
Sigmedics, Inc., a biomedical company. From 1989 until December 1995, Mr.
Lavallee served as Chairman, President and Chief Executive Officer of Sigmedics,
Inc. Mr. Lavallee has a Bachelor of Science degree in Biology from Bates College
and a Masters in Business Administration from the University of Chicago.

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MARK BANISTER. Mr. Banister has been a director of AccuMed since April
1, 1998. Since January 1993, Mr. Banister has been an independent management
consultant and investment advisor specializing in identifying investment
opportunities in the smaller and medium company sector and assisting such
companies with their development. Mr. Banister previously held senior positions
at Bisgood Bishop Ltd. and Morgan Stanley International in London, England.

JACK H. HALPERIN, ESQ. Mr. Halperin has been a director of AccuMed since
June 1991 and served as Chairman of the board of directors from April 1995
through December 29, 1995. He also served as Secretary of AccuMed from August
until December 1996 and from February 2000 to the present. Mr. Halperin is a
corporate attorney with expertise in venture capital financing and has been
practicing law independently since 1987. Mr. Halperin has a B.A. degree in
English from Columbia University and a law degree from New York University
School of Law. Mr. Halperin is also a member of the boards of directors of
I-Flow Corporation, Memry Corporation, and Nocopi Technologies, Inc.

ROBERT L. PRIDDY. Mr. Priddy has been a director of AccuMed since May
1997. Mr. Priddy has been Chairman of the Board and Chief Executive Officer of
ValuJet, Inc., since its inception in October 1995. He was one of the founding
partners of ValuJet Airlines, a wholly owned subsidiary of ValuJet, Inc., and
served as Chairman of its board and its Chief Executive Officer from July 1992
until November 1996. From July 1991 until January 1993, Mr Priddy served as
President of Florida Gulf Airlines. From January 1988 to November 1991, he
served as President and Chief Executive Officer of Air Midwest, Inc., for which
he also served as a director from November 1987 to November 1991. From 1979 to
1987, Mr. Priddy served as Vice President and Chief Financial Officer of
Atlantic Southeast Airlines, Inc., which he also served as a director from 1981
to 1987. Mr. Priddy has a B.A. degree in economics from Tulane University. Mr.
Priddy is also a member of the board of directors of Datalink, Inc.,
Commonwealth Associates and AirTran Holdings, Inc.

LEONARD M. SCHILLER, ESQ. Mr. Schiller has been a director of AccuMed
since April 1995. Mr. Schiller is a partner in the law firm of Schiller, Klein &
McElroy, P.C. He has also been President of The Dearborn Group, a residential
property management and real estate company involved in the ownership of
residential properties throughout the Midwest. Mr. Schiller serves on the board
of directors of Milestone Scientific, Inc., which develops dental equipment and
disposable products for use by health care providers. Mr. Schiller served as a
director of iMall, Inc. prior to its acquisition by Excite@Home. Mr. Schiller
also serves as a consultant to several private and public companies.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

AccuMed's board of directors held 5 meetings during the 2000 fiscal
year. Each director attended a minimum of 75% of the aggregate of such meetings
and the meetings held by each committee, if any, of the board of directors on
which such director served during the last fiscal year.

AccuMed has an Executive Committee, an Audit Committee and a
Compensation Committee. Each of these committees is responsible to the full
board of directors, and its activities are therefore subject to approval of the
board of directors. The board of directors does not have a nominating or similar
committee. The functions performed by the Audit Committee and the Compensation
Committee and their membership are summarized below.

The Audit Committee is responsible for reviewing AccuMed's internal
accounting controls, meeting and conferring with AccuMed's certified public
accountants, and reviewing the results of the accountants' auditing engagement.
During fiscal year 2000, the Audit Committee held one meeting. The Audit
Committee consists of Messrs. Halperin (Chairman), Banister, Priddy and
Schiller.

The Compensation Committee of the board of directors is comprised
entirely of "disinterested" directors within the meaning of Rule16b-3 under the
Securities Exchange Act of 1934. The Compensation Committee determines base
compensation and discretionary cash bonuses for AccuMed's senior executives, if
not determined by the full board of directors. These determinations are subject
to the approval or ratification of the full

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board of directors. The Compensation Committee also determines the number and
terms of stock options to be granted to employees, directors (other than
pursuant to the Board of Directors Compensation Plan described below), and
consultants of AccuMed under AccuMed' stock option plans, unless previously
determined by the full board of directors. During fiscal year 2000, the
Compensation Committee held one meeting. The Compensation Committee consists of
Messrs. Schiller (Chairman), Banister, Halperin and Priddy.

DIRECTOR COMPENSATION

Pursuant to the Board of Directors Compensation Plan as amended, each
non-employee director is entitled to the following compensation for services as
a director: (1) an immediately exercisable, five-year, nonqualified stock option
to purchase 3,334 shares of common stock to be granted upon election to the
board of directors, and (2) an immediately exercisable, nonqualified stock
option to purchase 3,334 shares of common stock to be granted upon reelection of
a non-employee director to serve an additional year on the board of directors.
Such options are to be granted under AccuMed's stock option plans. The exercise
price per share shall be the fair market value of a share of common stock on the
date of grant. Directors are reimbursed for reasonable expenses incurred in
attending meetings of the board of directors and committees thereof.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of AccuMed's records, AccuMed believes that each
report disclosing beneficial ownership of securities of AccuMed pursuant to
Section 16(a) of the Securities Exchange Act required to be filed by the
executive officers and directors of AccuMed during the fiscal year ended
December 31, 2000 and prior fiscal years were timely filed except as follows.
Each of Messrs. Banister, Halperin, Priddy and Schiller filed a late Form 4
disclosing stock options granted in May 1999. Each of Messrs. Lavallee and
Pressman filed late Forms 4 disclosing stock options granted in March 1999 and
March 2000.

ITEM 11. EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE: The Compensation Committee of AccuMed's board of
directors is composed entirely of outside directors. The committee is
responsible for setting and adjusting the base salaries of all corporate
officers, establishing cash incentive programs for officers, and the awarding of
stock option grants to officers and all other employees. The committee is also
responsible for the review and approval of any employment related contracts.

COMPENSATION PHILOSOPHY: It is the goal of AccuMed to attract and retain
a strong executive management team. The committee believes that there should be
a link between the performance of AccuMed, from both financial and stockholder
value standpoints, and executive compensation. Accordingly, base salaries are
set to conformity with compensation market requirements for comparable sized
companies, taking into account levels of responsibility and office location.
However, short-term cash incentive compensation and long-term stock option
incentive awards, are primarily related to the achievement of AccuMed's
financial performance goals and to the enhancement of stockholder value.
Internal and personal performance objectives play a lesser role in the executive
incentive package.

The committee is confident that the compensation and incentive policies
and practices followed by AccuMed are appropriate for the industry and the
compensation market in which AccuMed competes.

Submitted by the 2000 Compensation Committee of AccuMed's board of
directors:

Mark Banister, Jack H. Halperin, Robert L. Priddy, and Leonard M.
Schiller

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SUMMARY COMPENSATION INFORMATION. The following tables set forth
information regarding compensation paid or accrued with respect to the three
preceding fiscal years to AccuMed's Chief Executive Officer and other executive
officers of AccuMed whose total salary and bonus exceeded $100,000 for the 2000
fiscal year.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation Awards
Securities
Name and Principal All Other Underlying
Position Year Salary Bonus Compensation Options
- -------------------------- ------ ----------- ----------- ---------------- -------------

Paul F. Lavallee(1) 2000 $238,391 -- -- 100,000
Chairman and Chief 1999 225,000 $135,000 -- 100,000
Executive Officer 1998 208,212 -- -- 250,000

Norman J. Pressman, Ph.D.(2) 2000 200,000 -- $135,021(3) 100,000
President and Chief 1999 192,917 65,000 61,575(4) 100,000
Scientific Officer 1998 157,500 -- 41,049(4) 50,000

(1) Mr. Lavallee joined AccuMed as Chairman, Chief Executive Officer and
President in January 1998.

(2) Dr. Pressman resigned as President and Chief Scientific Officer on December
31, 2000.

(3) The amount shown as Other Compensation in 2000 represents separation
benefits accrued pursuant to a separation agreement entered into between AccuMed
and Dr. Pressman on December 29, 2000, which was a modification of an employment
agreement between Dr. Pressman and AccuMed entered into on July 5, 1996.

(4) The amount shown as Other Compensation in 1999 and 1998 represents amortized
forgiveness of a portion of a loan made by AccuMed to Dr. Pressman.

OPTION GRANTS DURING THE
YEAR ENDED DECEMBER 31, 2000

% of Total
Shares
Number of Underlying
Shares Options Grant
Underlying Granted to Exercise Date
Options Employees in Price Expiration Present
Name Granted Year ($/Share) Date Value(1)
- ------------------- ---------- ------------ ----------- ------------- -----------

Paul F. Lavallee 100,000 50.0% $2.31 3/14/10 $2.10

Norman J. Pressman, 100,000 50.0% $2.31 3/14/10 $2.10
Ph.D.

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(1) AccuMed utilizes the Black-Scholes pricing model to determine the fair value
of options granted. The following assumptions were incorporated into the
model: risk-free rate -- 6.52%, expected volatility -- 143%, dividend yield
-- 0%, and time of exercise -- 5 years. No adjustments were made for
non-transferability of risk or risk of forfeiture.

AGGREGATE OPTION EXERCISES DURING THE YEAR ENDED
DECEMBER 31, 2000 AND FISCAL YEAR END OPTION VALUES

Number of Shares Value of
Underlying Unexercised
Unexercised in-the-Money
Options at Options at
December 31, 2000 December 31, 2000
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------------- ----------------- ------------------ ---------------

Paul F. Lavallee 331,668 125,000 -- --
Norman J. Pressman, 158,334 125,000 -- --
Ph.D.

10-YEAR OPTION REPRICINGS

Number of Market Length of
Securities Price of Exercise Original
Underlying Stock At Price At Option Term
Options Time of Time of New Remaining
Repriced or Repricing Repricing or Exercise at Date of
Amended or Amendment Amendments Price Repricing
Date (#) ($) ($) ($) Amendment
- ---------------- ----------- -------------- ------------- -------------- ----------- -------------

Paul F. Lavallee 3/23/98 250,000 $4.50 $9.375 $4.50 9.8 years

EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS

LAVALLEE COMPENSATION ARRANGEMENT; PROFESSIONAL SERVICES AGREEMENT.
Effective January 30, 1998, AccuMed's board of directors appointed Mr. Lavallee
Chairman of the Board, Chief Executive Officer and President of AccuMed,
approved his compensation arrangements for his services, and directed management
to memorialize those compensation arrangements in a professional services
agreement to be effective retroactive to January 30, 1998. Mr. Lavallee's
services are provided through an agreement dated April 13, 1998 (effective
January 30, 1998) between AccuMed and Gypsy Hill LLC, a professional services
entity. Mr. Lavallee's compensation is $225,000 annually, and he is eligible for
an annual bonus of up to 30% thereof. The services can be terminated by AccuMed
upon 12 months' written notice, or by Mr. Lavallee upon 30 days' written notice.
Mr. Lavallee has been granted a non-qualified stock option to purchase 250,000
shares of common stock at an initial exercise price of $9.375, the closing sales
price per share of AccuMed common stock on the grant date, January 30, 1998. If
in AccuMed's first equity offering subsequent to the grant date, it sold common
stock, or securities convertible or exercisable for common stock, at a price per
share lower than the initial exercise price, then the option exercise price was
to be reduced to equal the lower price sale per share. In March 1998, AccuMed
completed an equity offering for shares of common stock and warrants exercisable
to purchase common stock at $4.50 per share. Accordingly the

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initial exercise price has been reset to $4.50. The option is exercisable as
follows: (1) one-third of the underlying shares were immediately exercisable,
(2) an additional one-third became exercisable on January 30, 1999, and (3) the
final one-third of the underlying shares became exercisable on January 30, 2000.
Mr. Lavallee is reimbursed for reasonable travel expenses from South Dakota to
Chicago and living expenses while in Chicago.

PRESSMAN EMPLOYMENT AGREEMENT AND OTHER COMPENSATION ARRANGEMENTS. Dr.
Pressman and AccuMed entered into an Employment Agreement dated June 13, 1996,
as amended, for a five-year term which began July 5, 1996. Pursuant to the
agreement, Dr. Pressman served as an executive officer under various titles,
most recently as President and Chief Scientific Officer. Dr. Pressman's annual
salary was $200,000 and he was eligible to receive annually (1) cash bonuses of
up to 30% of his annual salary, and (2) incentive stock options to purchase up
to 8,334 shares of common stock based on the achievement of mutually agreed
goals and objectives. On July 8, 1996, Dr. Pressman was granted an option to
purchase an aggregate of 41,665 shares of common stock at an exercise price of
$37.50 per share (the last reported sale price of the common stock on the date
on which Dr. Pressman's employment commenced) which was immediately exercisable
with respect to 8,333 shares and was to become exercisable with respect to 8,333
additional shares on each of the first through fourth anniversaries of the grant
date. Dr. Pressman surrendered those options in February 1997 in order that the
shares reserved for issuance upon exercise thereof could be reserved for
issuance in a private placement of AccuMed's securities completed in March 1997.
Dr. Pressman was entitled to receive replacement options to purchase 41,667
shares of common stock, exercisable at the fair market value, in May 1997.
However, he waived his right to receive 8,333 of those options and was granted
options to purchase 33,334 shares of common stock, exercisable at the then fair
market value, in May 1997. Dr. Pressman was granted 4,167 shares of common stock
on the date on which his employment commenced.

Pursuant to Dr. Pressman's employment agreement, AccuMed loaned him an
aggregate of $164,409.20, to cover relocation expenses and taxes in connection
with the common stock issued to him when he began his employment, pursuant to
promissory notes made in October and December 1996. In 1997 and 1996, Dr.
Pressman repaid an aggregate of $51,000 of the loan. Until November 1997, 50% of
bonuses awarded to Dr. Pressman were to be withheld by AccuMed in partial
repayment of the loans. Pursuant to the employment agreement, AccuMed was
obligated to cover various expenses relating to Dr. Pressman's efforts to sell
his home and his living expenses in Chicago until the home was sold. In November
1997, AccuMed and Dr. Pressman agreed that the loan balance would be forgiven
over the remaining term of his employment agreement, and AccuMed would have no
further obligations related to Dr. Pressman's relocation expenses.

On December 29, 2000, AccuMed and Dr. Pressman entered into a voluntary
separation agreement, whereby Dr. Pressman resigned as President and Chief
Scientific Officer on December 31, 2000. Pursuant to the separation agreement,
AccuMed agreed to continue Dr. Pressman's current salary, automobile allowance,
and health, life, and dental benefits through July 4, 2001. AccuMed also agreed
to forgive the remaining portion of Dr. Pressman's loan balance of $10,785 due
to AccuMed.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee of AccuMed serves as a member of
the board of directors or compensation committee of any entity that has one or
more executive officers serving as a member of AccuMed's board of directors or
Compensation Committee.

ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK

The table below sets forth certain information as of March 21, 2001 with
respect to the beneficial ownership of common stock by (1) each person known by
AccuMed to be the beneficial owner of more than 5% of the outstanding shares of
common stock, (2) each director, (3) the executives named in the Summary
Compensation Table, and (4) executive officers and directors as a group. As of
March 21, 2001, there were 5,739,838 shares of common stock outstanding.

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Unless otherwise noted, AccuMed believes that all persons named in the
table have sole voting and investment power with respect to all shares of
AccuMed common stock listed as beneficially owned by them. A person is deemed to
be the beneficial holder of securities that can be acquired by the person
currently or within 60 days of March 21, 2001 upon the exercise of warrants or
options or the conversion of convertible preferred stock. Each beneficial
owner's percentage ownership is determined by including shares, underlying
options or warrants which are exercisable or preferred stock which is
convertible by the person currently or within 60 days following this date, and
excluding shares underlying options, warrants and convertible preferred stock
held by any other person.

PERCENT OF
SHARES
NAME AND ADDRESS NUMBER OF SHARES BENEFICIALLY
OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED
------------------- ------------------ ------------

Bellingham Capital Industries..................... 1,333,334(1) 20.8%
P.O. Box 323
St. Helier Jersey, Chan. Islands

Robert L. Priddy.................................. 911,152(2) 14.5%
c/o AccuMed International, Inc.
920 N. Franklin St., Ste 402
Chicago, Il 60610

Edmund Shea....................................... 306,663(3) 5.2%
655 Brea Canyon Rd.
Walnut, CA 91789

Paul F. Lavallee.................................. 431,334(4) 7.1%

Mark Banister..................................... 10,002(5) *

Jack H. Halperin.................................. 13,336(6) *

Leonard Schiller.................................. 20,826(7) *

Norman J. Pressman................................ 212,501(8) 3.6
- ---------------
All directors and executive officers as a group
(5 persons)..................................... 1,386,650(9) 20.7%

- ----------------------------

* Represents less than 1%.

(1) Includes 667,667 shares underlying warrants held by Bellingham Capital
Industries.

(2) Mr. Priddy directly owns 355,555 shares of AccuMed common stock and warrants
to purchase up to 306,230 shares of AccuMed common stock. The number shown
includes 13,336 shares underlying stock options and 236,031 shares
underlying Series A Convertible Preferred Stock. The number shown includes
an additional 120,926 shares, and 147,373 shares underlying warrants, held
by Commonwealth Associates, excluding securities held in Commonwealth
Associates' trading account. Mr. Priddy is a control person of the corporate
general partner of Commonwealth Associates and may be deemed to be
beneficial owner of securities held by Commonwealth Associates. Mr. Priddy
disclaims beneficial ownership of the securities held by Commonwealth
Associates except to the extent of his percentage ownership interests in
Commonwealth Associates.

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(3) Includes 110,219 shares underlying warrants held by Mr. Shea.

(4) Includes 378,334 shares underlying stock options held by Mr. Lavallee.

(5) Includes 10,002 shares underlying stock options held by Mr. Banister.

(6) Includes 13,336 shares underlying stock options held by Mr. Halperin.

(7) Includes 13,336 shares underlying stock options held by Mr. Schiller.

(8) Includes 208,334 shares underlying stock options held by Dr. Pressman.

(9) Includes 236,031 shares underlying Series A Convertible Preferred Stock,
306,230, shares underlying warrants, and 428,344 shares underlying options
held by executive officers and directors.

PREFERRED STOCK

The table below sets forth certain information as of March 21, 2001 with
respect to the beneficial ownership of the Series A Convertible Preferred Stock
by (1) each person known by AccuMed to be the beneficial owner of more than 5%
of the outstanding shares of Series A Convertible Preferred Stock, (2) the only
director, nominee or executive officer who owns any Series A Convertible
Preferred Stock, and (3) executive officers and directors as a group. As of
March 21, 2001, there were 572,485 shares of Series A Convertible Preferred
Stock outstanding. Unless otherwise noted, AccuMed believes that all persons
named in the table have sole voting and investment power with respect to all
shares of Series A Convertible Preferred Stock listed as beneficially owned by
them.

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ---------------------------------------------------- -------------------------- -------------

Robert L. Priddy.................................... 354,046 61.8%
c/o AccuMed International, Inc.
920 N. Franklin St., Ste 402
Chicago, IL 60610

France Finance IV................................... 47,250 8.3%
51, rue Vivienne
75002 Paris, France

Fifth Third Bank of Western Ohio, Trustee Piqua..... 35,405 6.1%
Enterprises Corp. Profit Sharing Plan
P.O. Box 703
Piqua, OH 45356

Shannon P. Acks..................................... 29,504 5.2%
502 Reston Mill Lane
Marietta, GA 30067

All executive officers and directors as a group 354,046 61.8%
(5 persons)

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements. The following financial statements are
filed as part of this report as pages F-1 through F-18 following the
signature page:

(b) No reports on Form 8-K were filed during the three month
period ended December 31, 2000.

Exhibit
Number Description of Exhibit
- ------- ----------------------

3.1 Bylaws of AccuMed.(1)

3.2 Amendment No. 1 to Bylaws of AccuMed.(19)

4.1 Certificate of Incorporation of AccuMed(1)

4.2 Certificate of Amendment to Certificate of Incorporation of AccuMed
increasing authorized common stock(14)

4.3 Certificate of Designation, Rights and Preferences of Series A
Convertible Preferred Stock(15)

4.4 Certificate of Correction to Certificate of Designation, Rights and
Preferences of Series A Convertible Preferred Stock(15)

4.5 Certificate of Amendment to Certificate of Incorporation of AccuMed
effecting reverse stock split(21)

4.6 Specimen Certificate for common stock(1)

4.7 Bylaws of AccuMed(1)

4.8 Amendment No. 1 to Bylaws of AccuMed(19)

4.9 Warrant Agreement dated as of February 23, 1998 between AccuMed and
Commonwealth Associates, including form of Warrant Certificate
attached as Exhibit A thereto, representing an aggregate of 1,245,340
(pre split) common stock purchase Warrants issued to investors in a
Note Exchange Offer.(15)

4.10 Warrant Agreement dated March 19, 1998 between AccuMed and
Commonwealth Associates representing an aggregate of 350,000(pre
split) common stock purchase warrants issued to

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Commonwealth Associates and/or its designees in exchange for warrants
issued thereto in connection with a Note Exchange Offer(19)

4.11 Form of Subscription Agreement and Registration Rights Agreement
dated as of February 23, 1998 between AccuMed and each of the
investors in a Note Exchange Offer(15)

4.12 Warrant Agreement dated as of March 19, 1998, as amended by Amendment
No. 1 dated as of March 23, 1998, between AccuMed and Commonwealth
Associates pertaining to an aggregate of 8,686,667 (pre split) common
stock purchase Warrants issued to investors in a private placement.
(19)

4.13 Form of Warrant Certificate representing an aggregate of 8,686,667
(pre split) common stock purchase Warrants issued to investors in a
private placement in March 1998(19)

4.14 Form of Warrant to Purchase Common Stock dated March 19, 1998 or
March 23, 1998, including form of Warrant Certificate attached as
Exhibit A thereto, representing an aggregate of 1,337,333 (pre split)
common stock purchase Warrants issued to Commonwealth Associates,
Bellingham Capital Industries, and Harold S. Blue and/or their
respective designees in connection with a private placement.(19)

4.15 Form of Subscription Agreement and Registrant Rights Agreement dated
March 19, 1998 or March 23, 1998 between AccuMed and each of the
investors in a private placement(19)

4.16 Specimen stock certificate for common stock.(1)

10.1 AccuMed's Board of Directors Compensation Plan as amended by Minutes
of Board of Directors meeting dated January 18, 1996 authorizing
grants of stock options to non-employee directors.(1)(4)

10.2 Employment Agreement between AccuMed and Norman J. Pressman dated
June 13, 1996 and Addendum to Employment Agreement between AccuMed
and Norman J. Pressman dated July 16, 1996.(4)(5)

10.3 Separation Agreement dated December 29, 2000 between Norman J.
Pressman and AccuMed.

10.4 1995 Stock Option Plan.(1)(4)

10.5 Amendment No. 1 to AccuMed's 1995 Stock Option Plan.(4)(7)

10.6 Amendment No. 2 to the 1995 Stock Option Plan.(4)(16)

10.7 Amendment No. 3 to the 1995 Stock Option Plan.(4)(19)

10.8 Form of Non-Qualified Stock Option Agreement governing options
granted to former employees of AccuMed, Inc. pursuant to the
Agreement and Plan of Reorganization dated as of April 21, 1995, as
amended.(1)(4)

10.9 Form of Non-Qualified Stock Option Agreement governing options
granted to employees and consultants under the 1995 Stock Option
Plan.(1)(4)

10.10 Form of Incentive Stock Option Agreement governing options granted to
employees under the 1995 Stock Option Plan.(1)(4)

10.11 Amended and Restated 1992 Stock Option Plan.(4)(8)

10.12 Amendment No. 1 to Amended and Restated 1992 Stock Option
Plan.(4)(16)

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10.13 Franklin Square Commercial Lease dated February 1, 2000 between
AccuMed and the Lumber Company as Agent for the Beneficiary of
LaSalle National Trust, N.A. pertaining to the premises located at
Suite 405, 900 North Franklin Street and Suites 400, 401, 402, 920
North Franklin Street, Chicago, Illinois.

10.14 Form of Warrant Certificate dated as of March 13, 1997 evidencing
right to acquire an aggregate of 850,000 shares of Common stock
issued to several investors in a private placement consummated March
13, 1997.(16)

10.15 Form of Subscription Agreement between AccuMed and several investors
in the private placement consummated on March 13, 1997.(16)

10.16 Form of Warrant to Purchase Common Stock dated February 23, 1998
between AccuMed and Commonwealth Associates representing an aggregate
of 200,000 (pre-split) common stock purchase Warrants issued to
Commonwealth Associates and/or its designees in exchange for warrants
previously issued thereto in connection with the placement of 12%
Convertible Promissory Notes.(19)

10.17 Warrant Agreement dated as of February 2, 1998 between AccuMed and
Robert L. Priddy representing warrants to purchase 100,000
(pre-split) shares of common stock.(19)

10.18 Agreement between AccuMed and Paul F. Lavallee and Gypsy Hill LLC
effective January 29, 1998(21)

10.19 Warrant Agreement dated as of February 23, 1998 between AccuMed and
Commonwealth Associates, including form of Warrant Certificate
attached as Exhibit A thereto, representing an aggregate of 1,245,340
(pre-split) common stock purchase Warrants issued to investors in a
Note Exchange Offer.(15)

10.20 Warrant Agreement dated March 19, 1998 between AccuMed and
Commonwealth Associates representing an aggregate of 350,000
(pre-split) common stock purchase Warrants issued to Commonwealth
Associates and/or its designees in exchange for warrants issued
thereto in connection with a Note Exchange Offer.(19)

10.21 Form of Subscription Agreement and Registration Rights Agreement
dated as of February 23, 1998 between AccuMed and each of the
investors in a Note Exchange Offer.(15)

10.22 Warrant Agreement dated as of March 19, 1998, as amended by Amendment
No. 1 dated as of March 23, 1998, between AccuMed and Commonwealth
Associates pertaining to an aggregate of 8,686,667 (pre-split) common
stock purchase Warrants issued to investors in a private placement.
(19)

10.23 Form of Warrant Certificate representing an aggregate of 8,686,667
(pre-split) common stock purchase Warrants issued to investors in a
private placement in March 1998.(19)

10.24 Form of Warrant to Purchase Common stock dated March 19, 1998 or
March 23, 1998, including form of Warrant Certificate attached as
Exhibit A thereto, representing an aggregate of 1,337,333 (pre-split)
common stock purchase Warrants issued to Commonwealth Associates,
Bellingham Capital Industries, and Harold S. Blue and/or their
respective designees in connection with a private placement.(19)

10.25 Form of Subscription Agreement and Registration Rights Agreement
dated March 19, 1998 or March 23, 1998 between AccuMed and each of
the investors in a private placement.(19)

10.26 1997 Stock Option Plan and Amendment No. 1 to the 1997 Stock Option
Plan(19)

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10.27 Floating Rate Convertible Promissory Note dated June 26, 1998 by
AccuMed in favor of Xillix Technologies Corp. in the original
principal amount of CDN$500,000.(22)

10.28 Amendment to Floating Rate Convertible Promissory Note dated March
15, 2000 between AccuMed and Xillix Technologies Corp.(23)

10.29 License and Development Agreement dated March 24, 2000 between
AccuMed and Ventana Medical Systems, Inc.+(23)

10.30 Patent and Technology License and Registration Rights Agreement dated
March 29, 2000 between AccuMed and BCAM International, Inc.+(23)

10.31 Letter Agreement dated October 3, 2000 between AccuMed and
CellMetrix, Inc. (formerly known as BCAM International, Inc.)
terminating the Patent and Technology License and Registration Rights
Agreement dated March 29, 2000.

10.32 Amendment to Patent and Technology License Agreement dated June 9,
2000 between AccuMed and Ampersand Medical Corporation.(24)

10.33 License Agreement dated December 29, 2000 between AccuMed and
MonoGen, Inc.++

10.34 Agreement and Plan of Merger dated February 7, 2001 among AccuMed,
AccuMed Acquisition Corp., and Ampersand Medical Corporation.

10.35 Secured Promissory Note made February 7. 2001 by AccuMed in favor of
Ampersand Medical Corporation in the original principal amount of
$800,000.

10.36 Security Agreement dated February 7, 2001 between AccuMed and
Ampersand Medical Corporation.

10.37 Secured Promissory Note made March 1, 2001 by AccuMed in favor of
Ampersand Medical Corporation in the original principal amount of
$225,000.

10.38 Promissory Note dated December 29, 2000 made by MonoGen, Inc. in
favor of AccuMed in the original principal amount of $320,000.

21.1 Subsidiary of AccuMed.

23.1 Consent of KPMG LLP

- ---------------

+ Confidential treatment granted for portions of this document.

++ Confidential treatment sought for portions of this document.

(1) Incorporated by reference to AccuMed's Transition Report on Form 10-KSB for
the transition period ended December 31, 1995.

(2) Incorporated by reference to Pre-Effective Amendment No. 4 to the
Registration Statement on Form S-1 (Reg. No. 33-48302), filed with the
Commission on October 9, 1993.

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(3) Incorporated by reference to AccuMed's Registration Statement on Form S-4
(File No. 33-99680), filed with the Commission on November 22, 1995.

(4) Represents a management contract or compensatory plan or arrangement.

(5) Incorporated by reference to AccuMed's Registration Statement Form S-2
(Regis. No. 333-09011) filed with the Commission on July 26, 1996.

(6) Incorporated by reference to AccuMed's Annual Report on Form 10-KSB for the
year ended September 30, 1994.

(7) Incorporated by reference to Pre-effective Amendment No. 1 to the
Registration Statement on Form S-2 (Regis. No. 333-09011) filed with the
Commission on August 29, 1996.

(8) Incorporated by reference to AccuMed's Registration Statement on Form S-1
(Reg. No. 33-48302), filed with the Commission on June 3, 1992.

(9) Incorporated by reference to Pre-effective Amendment No. 4 to the
Registration Statement of Form S-2 (Regis. No. 333-09011) filed with the
Commission on October 3, 1996.

(10) Incorporated by reference to Pre-Effective Amendment No. 1 to Form SB-2,
filed with the Commission on November 8, 1993).

(11) Incorporated by Reference to Pre-effective Amendment No. 2 to the
Registration Statement on Form S-2 (Regis. No. 333-09011) filed with the
Commission on September 23, 1996.

(12) Incorporated by reference to AccuMed's Registration Statement on Form S-3
(Reg. No. 333-07681), filed with the Commission on July 3, 1996.

(13) Incorporated by reference to AccuMed's Current Report on Form 8-K dated
March 3, 1997.

(14) Incorporated by reference to AccuMed's Registration Statement on Form S-3
(Regis. No. 333-28125) filed with the Commission on May 30, 1997.

(15) Incorporated by reference to AccuMed's Current Report on Form 8-K dated
March 20, 1998.

(16) Incorporated by reference to AccuMed's Annual Report on Form 10-KSB for the
year ended December 31, 1996.

(17) Incorporated by reference to AccuMed's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1997.

(18) Incorporated by reference to AccuMed's Quarterly Report on from 10-QSB for
the quarter ended September 30, 1997.

(19) Incorporated by reference to AccuMed's Annual Report on Form 10-K for the
year ended December 31, 1997.

(20) Incorporated by reference to the Registration Statement on Form S-3 (Regis.
No. 333-56393) filed with the Commission on June 9, 1998.

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(21) Incorporated by reference to AccuMed's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998.

(22) Incorporated by reference to AccuMed's Registration Statement on Form S-3
filed with the Commission on November 9, 1999 (Regis. No. 333-90637).

(23) Incorporated by reference to AccuMed's Annual Report on Form 10-K for the
year ended December 31, 1999.

(24) Incorporated by reference to AccuMed's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000.

(d) Financial Statement Schedules. The following financial
statement schedule is filed as part of this report as page F-20
and F-21 following the signature page:

Schedule II - Valuation and Qualifying Accounts

All other schedules required by Form 10-K Annual Report have been
omitted because they were not applicable, were included in the notes to be
consolidated financial statements, or were otherwise not required under the
instructions contained in Regulation S-X.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated: March 30, 2001

ACCUMED INTERNATIONAL, INC.

By: /s/ PAUL F. LAVALLEE
---------------------------------
Paul F. Lavallee,
Chairman of the Board
and Chief Executive Officer
(principal executive officer
and principal accounting officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates so indicated.

Each Director of the registrant whose signature appears below, hereby
appoints Paul F. Lavallee individually as his attorney-in-fact to sign in his
name and on his behalf as a director of the registrant, and to file with the SEC
any and all Amendments to this Annual Report on Form 10-K to the same extent and
with the same effect as if done personally.

DATED: March 30, 2001 By: /s/ PAUL F. LAVALLEE
---------------------------------
Paul F. Lavallee, Chairman

DATED: March 30, 2001 By: /s/ JACK H. HALPERIN
---------------------------------
Jack H. Halperin, Director

DATED: March 30, 2001 By: /s/ MARK BANISTER
--------------------------------
Mark Banister, Director

DATED: March 30, 2001 By: /s/ LEONARD M. SCHILLER
---------------------------------
Leonard M. Schiller, Director

DATED: March 30, 2001 By: /s/ ROBERT L. PRIDDY
--------------------------------
Robert L. Priddy, Director

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Exhibit
Number Description of Exhibit
- ------- ----------------------

3.1 Bylaws of AccuMed. (1)

3.2 Amendment No. 1 to Bylaws of AccuMed. (19)

4.1 Certificate of Incorporation of AccuMed (1)

4.2 Certificate of Amendment to Certificate of Incorporation of AccuMed
increasing authorized common stock (14)

4.3 Certificate of Designation, Rights and Preferences of Series A
Convertible Preferred Stock (15)

4.4 Certificate of Correction to Certificate of Designation, Rights and
Preferences of Series A Convertible Preferred Stock (15)

4.5 Certificate of Amendment to Certificate of Incorporation of AccuMed
effecting reverse stock split (21)

4.6 Specimen Certificate for common stock (1)

4.7 Bylaws of AccuMed (1)

4.8 Amendment No. 1 to Bylaws of AccuMed (19)

4.10 Warrant Agreement dated March 19, 1998 between AccuMed and
Commonwealth Associates representing an aggregate of 350,000(pre
split) common stock purchase warrants issued to Commonwealth
Associates and/or its designees in exchange for warrants issued
thereto in connection with a Note Exchange Offer (19)

4.11 Form of Subscription Agreement and Registration Rights Agreement
dated as of February 23, 1998 between AccuMed and each of the
investors in a Note Exchange Offer (15)

4.13 Form of Warrant Certificate representing an aggregate of 8,686,667
(pre split) common stock purchase Warrants issued to investors in a
private placement in March 1998 (19)

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4.15 Form of Subscription Agreement and Registrant Rights Agreement dated
March 19, 1998 or March 23, 1998 between AccuMed and each of the
investors in a private placement (19)

4.16 Specimen stock certificate for common stock. (1)

10.1 AccuMed's Board of Directors Compensation Plan as amended by Minutes
of Board of Directors meeting dated January 18, 1996 authorizing
grants of stock options to non-employee directors. (1)(4)

10.2 Employment Agreement between AccuMed and Norman J. Pressman dated
June 13, 1996 and Addendum to Employment Agreement between AccuMed
and Norman J. Pressman dated July 16, 1996. (4)(5)

10.3 Separation Agreement dated December 29, 2000 between Norman J.
Pressman and AccuMed.

10.4 1995 Stock Option Plan. (1)(4)

10.5 Amendment No. 1 to AccuMed's 1995 Stock Option Plan.(4)(7)

10.6 Amendment No. 2 to the 1995 Stock Option Plan. (4)(16)

10.7 Amendment No. 3 to the 1995 Stock Option Plan. (4)(19)

10.9 Form of Non-Qualified Stock Option Agreement governing options
granted to employees and consultants under the 1995 Stock Option
Plan. (1)(4)

10.10 Form of Incentive Stock Option Agreement governing options granted to
employees under the 1995 Stock Option Plan. (1)(4)

10.11 Amended and Restated 1992 Stock Option Plan. (4)(8)

10.12 Amendment No. 1 to Amended and Restated 1992 Stock Option
Plan.(4)(16)

10.15 Form of Subscription Agreement between AccuMed and several investors
in the private placement consummated on March 13, 1997. (16)

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10.17 Warrant Agreement dated as of February 2, 1998 between AccuMed and
Robert L. Priddy representing warrants to purchase 100,000
(pre-split) shares of common stock. (19)

10.18 Agreement between AccuMed and Paul F. Lavallee and Gypsy Hill LLC
effective January 29, 1998 (21)

10.21 Form of Subscription Agreement and Registration Rights Agreement
dated as of February 23, 1998 between AccuMed and each of the
investors in a Note Exchange Offer. (15)

10.23 Form of Warrant Certificate representing an aggregate of 8,686,667
(pre-split) common stock purchase Warrants issued to investors in a
private placement in March 1998. (19)

10.25 Form of Subscription Agreement and Registration Rights Agreement
dated March 19, 1998 or March 23, 1998 between AccuMed and each of
the investors in a private placement. (19)

10.26 1997 Stock Option Plan and Amendment No. 1 to the 1997 Stock Option
Plan (19)

10.27 Floating Rate Convertible Promissory Note dated June 26, 1998 by
AccuMed in favor of Xillix Technologies Corp. in the original
principal amount of CDN$500,000. (22)

10.28 Amendment to Floating Rate Convertible Promissory Note dated March
15, 2000 between AccuMed and Xillix Technologies Corp.(23)

10.29 License and Development Agreement dated March 24, 2000 between
AccuMed and Ventana Medical Systems, Inc.+(23)

10.30 Patent and Technology License and Registration Rights Agreement dated
March 29, 2000 between AccuMed and BCAM International, Inc.+(23)

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10.32 Amendment to Patent and Technology License Agreement dated June 9,
2000 between AccuMed and Ampersand Medical Corporation. (24)

10.33 License Agreement dated December 29, 2000 between AccuMed and
MonoGen, Inc.++

10.34 Agreement and Plan of Merger dated February 7, 2001 among AccuMed,
AccuMed Acquisition Corp., and Ampersand Medical Corporation.

10.35 Secured Promissory Note made February 7, 2001 by AccuMed in favor of
Ampersand Medical Corporation in the original principal amount of
$800,000.

10.36 Security Agreement dated February 7, 2001 between AccuMed and
Ampersand Medical Corporation.

10.37 Secured Promissory Note name March 1, 2001 by AccuMed in favor of
Ampersand Medical Corporation in the original principal amount of
$255,000.