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                                                                   EXHIBIT 10.38



                                PROMISSORY NOTE

$100,000.00                                                        July 27, 2001
                                                               Chicago, Illinois

Ampersand Medical Corporation, with offices at 414 N. Orleans, Suite 510,
Chicago, IL 60610, hereby promises to pay to AccuMed International, Inc., with
offices at 920 N. Franklin Street, Suite 402, Chicago, IL 60610, the sum of
$100,000.00, plus interest computed at the rate of 12% per annum, on or before
August 3, 2001.

As additional consideration, Ampersand will also pay a one time fee of
$10,000.00, which shall be due and payable by August 31, 2001, as an inducement
and additional consideration for this note.


                                        AMPERSAND MEDICAL CORPORATION

                                        By:       /s/ LEONARD R. PRANGE
                                              ------------------------------
                                                  President
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                        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 with
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 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

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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


                                            /s/ Leonard R. Prange
                                            --------------------------------
                                        By: 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