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                                RESTRICTED STOCK
                                 AWARD AGREEMENT


1. AWARD:

                  Subject to the terms and conditions of the Ampersand Medical
         Corporation 1999 Equity Incentive Plan (the "Plan"), a copy of which
         has been attached hereto, the Board of Directors of the company hereby
         grants to J. Thomas Cox, M.D. a restricted stock award of 50,000 shares
         of common stock.

2. GRANT DATE:

                  The grant date of the award is October 20, 2000.

3. VALUATION:

                  The Board has determined that the fair market value of the
         award is $1.75 per share representing a total value of $87,500.00 for
         the 50,000 shares granted.

4. RESTRICTIONS:

                  One-third (16,666) of the award shall vest on October 20,
         2000; one-third (16,667) of the award shall vest on October 20, 2001;
         and the final one-third (16,667) of the award shall vest on October 20,
         2002. The Company shall retain the certificates representing the
         restricted shares and shall transfer to J. Thomas Cox, M.D.
         certificates representing the respective number of shares in accordance
         with the aforementioned vesting schedule.

5. TRANSFERABILITY:

         Except as provided in Article 8 of the Plan, the shares of stock
         granted hereunder may not be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated until the end of each applicable
         period of restriction specified in Section 4 of this Award Agreement,
         or upon the earlier occurrence or satisfaction of any other condition,
         as specified by the Board in Section 7 of this Award Agreement. Shares
         of restricted stock shall become freely transferable, subject to
         registration requirements of the Securities Act of 1933 (the "Act"),
         after the last day of the applicable restriction period.

6. REGISTRATION:

                  The restricted shares granted under this Award Agreement have
         not been registered under the Act, as amended, or under the securities
         laws of any state. The shares are subject to restrictions on
         transferability and resale and may not be transferred or resold except
         as permitted under the Act and applicable state securities laws
         pursuant to registration or exemption therefrom.

7.OTHER PROVISIONS:
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                  Termination rights and rights governing automatic vesting of
         unvested shares shall be governed by the Plan unless such rights are
         superseded by specific provisions in the Employment Agreement /
         Consulting Agreement attached hereto and made a part of this Award
         Agreement

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                                   SIGNATURES

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--------------------------           -----         -----------------------       -----
Ampersand Medical Corporation        Date          By: ____________________       Date
Leonard R Prange                                   By signing a copy of this agreement,
President                                          I acknowledge that I have read the
                                                   Plan, and that I fully understand
                                                   all Of my rights under the Plan, as
                                                   well As all of the terms and conditions
                                                   Which may limit my eligibility to
                                                   Exercise this grant.
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