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                                                                    EXHIBIT 10.6

                       AMENDMENT NO. 1 TO PROMISSORY NOTE

     AMENDMENT NO. 1 dated August 13, 2001 (this "Amended Promissory Note") to
Promissory Note made July 27, 2001 in the original principal amount of $100,000
(the "Original Promissory Note") by Ampersand Medical Corporation, a Delaware
corporation with offices at 414 N. Orleans, Suite 510, Chicago, IL 60610
("Ampersand"), in favor of AccuMed International, Inc., a Delaware corporation
with offices as 920 N. Franklin St., Ste. 402, Chicago, IL 60610 ("AccuMed").

     WHEREAS, pursuant to the Original Promissory Note, Ampersand was required
to repay the $100,000 principal amount with interest computed at a rate of 12%
per annum on or before August 3, 2001; and

     WHEREAS, Ampersand and AccuMed desire to extend to August 28, 2001 the date
on which such principal and interest (accrued through the actual repayment date)
on the terms set forth herein;

     NOW THEREFORE, in consideration of the premises and promises set forth
herein and for other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows.

     1. Ampersand shall pay AccuMed $100,000.00 principal together will accrued
interest calculated at 12% per annum from July 27, 2001 through the repayment
date on or before August 28, 2001.

     2. Such payment shall be made by wire transfer of immediately available
funds to the bank account designated by AccuMed.

     3. If Ampersand fails to pay such principal and interest by 5:00pm Chicago
time on July 27, 2001, Ampersand shall be thereafter in default ("Default")
without notice or presentment or any other action required by AccuMed; there
will be no grace or cure period.

     4. If Ampersand is in default: (i) the dollar amount of principal and
interest due but not paid by Ampersand to AccuMed shall be immediately offset
against amounts that AccuMed owes Ampersand pursuant to the Secured Promissory
Note made February 7, 2001 by AccuMed in favor of Ampersand in the original
principal amount of $800,000 (the "February Note"), (ii) Ampersand's security
interest shall automatically be released as to the AcCell units listed as
numbers 1 through 25 on Schedule A to the Security Agreement dated as of
February 7, 2001 between AccuMed and Ampersand, (iii) Ampersand will file with
the Illinois Secretary of State, within two business days, a UCC-3 Termination
Statement recording the release of Ampersand's security interest in such 25
AcCell units which are listed as numbers 1 through 25 on Exhibit A to the UCC-1
Financing Statement recorded as filed with such Secretary of State on February
16, 2001 by AccuMed as the debtor for the benefit of Ampersand as the secured
party, and (iv) Ampersand shall promptly make any other filings or
acknowledgments reasonably requested by AccuMed to demonstrate the release of
Ampersand's security interest in the 25 AcCell units.

     5. The $10,000 cash consideration for AccuMed making the $100,000 loan
evidenced by the


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Original Promissory Note shall remain due and payable by Ampersand on or before
August 31, 2001, such payment shall be made by wire transfer of immediately
available funds. If such payment is not made by 5:00 p.m. Chicago time on August
31, 2001, $10,000 shall be automatically offset against amounts that AccuMed
owes Ampersand under the February Note.

     IN WITNESS WHEREOF, Ampersand has caused this Amended Promissory Note to be
duly executed by its authorized officer as of the date first above written.



                                          AMPERSAND MEDICAL CORPORATION


                                          By: /s/ LEONARD R. PRANGE
                                              ---------------------------------
                                              Leonard R. Prange, President and
                                              Chief Financial Officer



Accepted and Agreed:
ACCUMED INTERNATIONAL, INC.


By:  /s/ PAUL F. LAVALLEE
    ------------------------------
    Paul F. Lavallee, Chairman and
    Chief Executive Officer


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