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                                                                   EXHIBIT 10.34


                                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 Eric A. Gombrich a restricted stock award of 25,000 shares of
         common stock.

2. GRANT DATE:

                  The grant date of the award is May 1, 2000.

3. VALUATION:

                  The Board has determined that the fair market value of the
         award is $2.6675 per share representing a total value of $66,687.50 for
         the 25,000 shares granted.

4. RESTRICTIONS:

                  One-third (8,333) of the award shall vest on April 1, 2001;
         one-third (8,333) of the award shall vest on April 1, 2002; and the
         final one-third (8,334) of the award shall vest on April 1, 2003. The
         Company shall retain the certificates representing the restricted
         shares and shall transfer to Eric A. Gombrich 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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