<SUBMISSION>
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<TYPE>DEFS14A
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<PERIOD>20010914
<FILING-DATE>20010827
<FILER>
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<CONFORMED-NAME>ACCUMED INTERNATIONAL INC
<CIK>0000888335
<ASSIGNED-SIC>2835
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<FILM-NUMBER>1723433
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<BUSINESS-ADDRESS>
<STREET1>900 N FRANKLIN ST
<STREET2>STE 401
<CITY>CHICAGO
<STATE>IL
<ZIP>60610
<PHONE>3126429200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>920 N FRANKLIN STREET
<STREET2>SUITE 402
<CITY>CHICAGO
<STATE>IL
<ZIP>60610
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<FORMER-CONFORMED-NAME>ALAMAR BIOSCIENCES INC
<DATE-CHANGED>19950504
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<FILENAME>c62822dsdefs14a.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT - SPECIAL MEETING
<TEXT>
<PAGE>   1

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

     Filed by the Registrant [X]

     Filed by a Party other than the Registrant [ ]

     Check the appropriate box:

     [ ] Preliminary Proxy Statement        [ ] Confidential, for Use of the
                                                Commission Only (as permitted by
                                                Rule 14a-6(e)(2))

     [X] Definitive Proxy Statement

     [ ] Definitive Additional Materials

     [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                          ACCUMED INTERNATIONAL, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

     [X] No fee required.

     [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
         0-11.

     (1) Title of each class of securities to which transaction applies:

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

     (2) Aggregate number of securities to which transaction applies:

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

     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

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

     (4) Proposed maximum aggregate value of transaction:

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

     (5) Total fee paid:

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

     [ ] Fee paid previously with preliminary materials.

     [ ] Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

     (1) Amount previously paid:

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

     (2) Form, schedule or registration statement no.:

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

     (3) Filing party:

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

     (4) Date filed:

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

<PAGE>   2

                          ACCUMED INTERNATIONAL, INC.
                      920 NORTH FRANKLIN STREET, SUITE 402
                            CHICAGO, ILLINOIS 60610
                                 (312) 642-9200
                                                                 August 24, 2001
Dear AccuMed Stockholders:

     You are cordially invited to attend the special meeting of stockholders of
AccuMed International, Inc., to be held at our offices at 920 North Franklin
Street, Suite 402, Chicago, Illinois 60610, on September 14, 2001, at 11:00
a.m., Chicago time. At the special meeting, you will be asked to vote on the
proposed merger of AccuMed into a wholly-owned subsidiary of Ampersand Medical
Corporation.

     The number of shares of Ampersand common stock each AccuMed common
stockholder will receive for each share of AccuMed common stock that the
stockholder owns will be determined at the time of the merger by adding the then
outstanding number of shares of AccuMed common stock to the number of shares of
AccuMed common stock issuable upon the conversion of all AccuMed preferred stock
outstanding, and dividing the total number into 4,000,000 shares of Ampersand
common stock. Therefore, the final ratio will not be known at the time the
AccuMed stockholders vote on the merger. Using that formula, as of February 7,
2001, the date we signed the merger agreement, our common stockholders would
have received .6552 of a share of Ampersand common stock for each share of
AccuMed common stock owned on that date. As of August 22, 2001, the exchange
ratio remained at .6552. The exercise or conversion prices for AccuMed's common
stock options and warrants, and its convertible note, are significantly higher
than the recent sales prices for AccuMed's common stock. Therefore, AccuMed's
management believes it is highly unlikely that holders of these securities will
exercise or convert them before the merger. Thus, it is highly likely that the
final exchange ratio will remain at .6552.

     In addition, Ampersand will issue one share of its Series A Convertible
Preferred Stock for each share of AccuMed preferred stock outstanding. In that
each share of AccuMed preferred stock is convertible into .6667 of a share of
AccuMed common stock and in the merger each share of AccuMed common stock will
be exchanged for .6552 of a share of Ampersand common stock, subject to the
possible adjustment of the exchange ratio, each share of AccuMed preferred stock
will be convertible into .4368 of a share of Ampersand common stock.

     If all of the shares of AccuMed preferred stock are converted into AccuMed
common stock prior to the merger, then Ampersand will issue all 4,000,000 shares
of the common stock and no shares of its Series A Convertible Preferred Stock.

     AccuMed common stock is quoted on the Over-the-Counter Bulletin Board under
the symbol ACMI. On August 22, 2001, the last reported sale price of AccuMed
common stock was $0.35 per share. Ampersand common stock is quoted on the
Over-the-Counter Bulletin Board under the symbol AMPM. On August 22, 2001, the
last reported sales price of Ampersand common stock was $0.80 per share. Neither
AccuMed preferred stock nor the Ampersand Series A Convertible Preferred Stock
is traded on any market.

     This document is AccuMed's proxy statement for soliciting proxies for the
special meeting of AccuMed's stockholders. This document is also Ampersand's
prospectus relating to the issuance of up to 4,000,000 shares of Ampersand's
common stock and up to 572,485 shares of Ampersand Series A Convertible
Preferred Stock in connection with the merger. We encourage you to read the
entire document. PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A
DESCRIPTION OF RISKS ASSOCIATED WITH THE MERGER.

     Your vote is important, regardless of the number of shares you own. On
behalf of the board of directors, I urge you to sign, date and return the
enclosed proxy as soon as possible even if you currently plan to attend the
special meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you do not attend the special meeting.
                                          Sincerely,

                                          Paul F. Lavallee
                                          Chairman of the Board and Chief
                                          Executive Officer

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this proxy statement-prospectus. Any representation to
the contrary is a criminal offense.

     The date of this proxy statement-prospectus is August 24, 2001, and is
first being mailed to AccuMed's stockholders on or about August 24, 2001.
<PAGE>   3

                               TABLE OF CONTENTS


<Table>
<Caption>
                                                              PAGE NO.
                                                              --------
<S>                                                           <C>
Notice of Special Meeting of Stockholders...................       1
Summary.....................................................       2
     The Companies..........................................       2
          AccuMed International, Inc........................       2
          Ampersand Medical Corporation and AccuMed
          Acquisition Corp..................................       2
     The Special Meeting....................................       3
     The Merger.............................................       3
          General...........................................       3
          Recommendation to Stockholders....................       3
          Vote Required; Shares Held by Officers, Directors
          and their Affiliates; Voting Agreements...........       3
          What Will AccuMed's Common Stockholders Receive in
          the Merger?.......................................       3
          What Will AccuMed's Series A Convertible Preferred
          Stockholders Receive in the Merger?...............       4
          Ampersand's Reverse Stock Split...................       4
          Dissenters' Rights................................       4
          Doubts about Both Companies as Going Concerns.....       4
          No Financial Advisor Opinions.....................       5
          Ampersand Loans to AccuMed........................       5
          What We Need to Do to Complete the Merger.........       5
          Termination of the Merger Agreement...............       5
          Break-up Fee......................................       5
          Federal Income Tax Consequences of the Merger.....       5
Summary Comparative Per Share Data..........................       6
Comparative Stock Prices and Dividend Information...........       7
Selected Consolidated Financial Data of AccuMed.............       8
Selected Consolidated Financial Data of Ampersand...........       9
Risk Factors................................................      10
     Risks Related to the Merger............................      10
     Risks Related to the Combined Company..................      10
AccuMed.....................................................      17
Ampersand...................................................      18
The Special Meeting.........................................      22
</Table>


                                       (i)
<PAGE>   4


<Table>
<Caption>
                                                              PAGE NO.
                                                              --------
<S>                                                           <C>
The Merger..................................................      25
     General................................................      25
     Background of and Reasons for the Merger...............      25
     Merger Consideration...................................      35
     Ampersand Reverse Stock Split..........................      36
     Treatment of AccuMed Stock Options.....................      37
     Treatment of AccuMed Warrants..........................      37
     Treatment of AccuMed Convertible Note..................      37
     Appraisal Rights of Dissenting Stockholders............      37
     Fractional Shares......................................      39
     Exchange of Certificates...............................      39
     Interests of Directors and Officers in the Merger That
Are Different from Your Interests...........................      40
     Representations and Warranties.........................      40
     Voting Agreements......................................      40
     Ampersand Loans to AccuMed.............................      40
     Conditions to the Merger...............................      41
     Waiver and Amendment; Termination......................      42
     Payments on Termination................................      43
     Covenants Pending Closing..............................      44
     Expenses...............................................      45
     Accounting Treatment...................................      45
     Resales of Ampersand Stock by Affiliates...............      45
     Regulatory Approvals Unnecessary.......................      46
     Federal Income Tax Consequences of the Merger..........      46
Management of Ampersand After the Merger....................      48
Unaudited Pro-Forma Condensed Consolidated Financial
  Information...............................................      59
Description of Ampersand Capital Stock......................      65
     General................................................      65
     Common Stock...........................................      65
     Preferred Stock........................................      65
Description of AccuMed Capital Stock........................      66
     General................................................      66
     Common Stock...........................................      66
     Preferred Stock........................................      67
     Certain Provisions of Delaware Law.....................      67
     Certain Charter and Bylaw Provisions...................      68
     Limitation of Liability................................      68
     Transfer Agent.........................................      68
     Securities Ownership of Certain Beneficial Owners and
Management of AccuMed.......................................      68
</Table>


                                       (ii)
<PAGE>   5

<Table>
<Caption>
                                                              PAGE NO.
                                                              --------
<S>                                                           <C>
Comparison of Rights of Stockholders of AccuMed and
  Ampersand.................................................      71
     Issuance of Capital Stock..............................      71
     Rights of Series A Convertible Preferred Stock.........      71
     Payment of Dividends...................................      72
     Special Meetings of Stockholders.......................      72
     Number and Term of Directors...........................      72
Legal Matters...............................................      72
Independent Accountants.....................................      72
Stockholder Matters.........................................      73
Other Matters...............................................      73
Documents Being Delivered with This Proxy
  Statement-Prospectus......................................      73
Where You Can Find Additional Information...................      73
Appendix
  Appendix I -- Agreement and Plan of Merger By and Among
     AccuMed International, Inc., AccuMed Acquisition Corp.
     and Ampersand Medical Corporation, dated as of February
     7, 2001, and Amendments No. 1 and No. 2 thereto
  Appendix II -- Section 262 of the Delaware General
     Corporation Law
</Table>

                                      (iii)
<PAGE>   6

                          ACCUMED INTERNATIONAL, INC.
                      920 NORTH FRANKLIN STREET, SUITE 402
                            CHICAGO, ILLINOIS 60610
                                 (312) 642-9200

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON SEPTEMBER 14, 2001

                            ------------------------
Dear AccuMed Stockholders:

     Notice is hereby given that a special meeting of stockholders of AccuMed
International, Inc., a Delaware corporation, will be held at AccuMed's offices
located at 920 North Franklin Street, Suite 402, Chicago, Illinois, on September
14, 2001, at 11:00 a.m., Chicago time, to consider and act upon the following
matters:

          1. A proposal to approve the Agreement and Plan of Merger among
     AccuMed, AccuMed Acquisition Corp. and Ampersand Medical Corporation, dated
     as of February 7, 2001, as amended, and the merger contemplated thereby in
     which AccuMed will become a wholly-owned subsidiary of Ampersand.

          2. To transact such other business and to consider and take action
     upon any and all such other matters that may properly come before the
     special meeting or any adjournment of the meeting.

     Your board of directors knows of no matters, other than those listed above,
that will be presented for consideration at the special meeting. The enclosed
proxy statement-prospectus provides detailed information about the matters to be
voted on.

     Your board of directors has fixed the close of business on July 31, 2001 as
the record date for determination of stockholders entitled to vote at the
special meeting.

     WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE
DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED AS PROMPTLY AS
POSSIBLE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE SPECIAL MEETING.
                                          By Order of the Board of Directors

                                          Jack H. Halperin
                                          Secretary
Chicago, Illinois
August 24, 2001

           PLEASE DO NOT SEND IN ANY STOCK CERTIFICATES AT THIS TIME.
<PAGE>   7

                                    SUMMARY

     This summary highlights selected information in this document and may not
contain all of the information that is important to you. You should carefully
read this entire document and the other documents referred to for a more
complete understanding of the merger. In particular, you should read the merger
agreement which is attached to this proxy statement-prospectus . In addition,
important business and financial information about AccuMed and Ampersand is
contained in their Annual Reports on Form 10-K, as amended, for the year ended
December 31, 2000 and the Quarterly Reports on Form 10-Q for AccuMed and
Ampersand, as amended, for the quarter ended June 30, 2001 which accompany this
proxy statement-prospectus and in other documents Ampersand and AccuMed filed
with the Securities and Exchange Commission which are incorporated by reference.
You may obtain the information incorporated by reference into this proxy
statement-prospectus without charge by following the instructions in the section
entitled "Where You Can Find Additional Information" that begins on page 73. We
have included page references parenthetically to direct you to a more complete
description of the topics in this summary.

THE COMPANIES

     ACCUMED INTERNATIONAL, INC. AccuMed is a biomedical company. AccuMed
designs, builds and supplies computer-aided microscopes and quantitative
microscopy systems. AccuMed has generated limited revenues from the sale of its
products to its original target market, which are commercial clinical
laboratories that screen or diagnose medical specimens, including Pap smears.
AccuMed has redefined its technology and marketing approach to focus on early
cancer detection and other clinical needs for its instruments and systems, as
opposed to its prior focus on cervical cancer screening. In this new corporate
development approach, AccuMed has attempted to establish alliances with other
technology and product distribution companies in these newly targeted markets.

     During 2000, AccuMed entered into agreements with Ampersand, Monogen and
Ventana Medical Systems, Inc. through which AccuMed received fees for licensing
its intellectual property and technology in particular medical fields,
contracted to sell product and provided contract development services. Under
another contract, Dianon Systems, Inc. pays AccuMed a fee per patient whose
medical sample is reviewed and analyzed through AccuMed's AcCell units installed
at their facility. The AcCell is a computer-aided microscope designed to help
medical experts examine and diagnose specimens of human cells.

     AccuMed's predecessor company, Alamar Biosciences, Inc., was incorporated
in California in 1988. AccuMed was reincorporated in Delaware in December 1995.
AccuMed has a wholly-owned subsidiary, Oncometrics Imaging Corp., a company
continuing under the laws of the Yukon Territory, Canada. AccuMed's principal
executive offices are located at 920 North Franklin Street, Suite 402, Chicago,
Illinois 60610, and AccuMed's phone number is (312) 642-9200.

     AMPERSAND MEDICAL CORPORATION AND ACCUMED ACQUISITION CORP. Ampersand
primarily designs, develops and markets the InPath System of products. These
products are intended to detect, at the earliest possible stage, cancer and
cancer-related diseases. In addition, Ampersand's French subsidiary, Samba
Technologies, Sarl, designs, develops and markets web-enabled software based
systems for image analysis, image capture, and image transmission and management
for clinical and industrial applications. All of Ampersand's reported revenue to
date has been from the sale of Samba products and services.

     Ampersand's strategy is to develop products through internal development
processes, strategic partnerships, and licenses and acquisitions of companies or
technologies. This strategy requires a substantial amount of capital in the
research and development process to complete the products. As a result,
Ampersand will incur substantial operating losses until it is able to
successfully market some, or all, of its products.

     The core of the InPath System is a combination of protein
anti-bodies -- the Cocktail -- that allows the InPath System to detect and
highlight abnormal cells in a rapid and objective fashion. Ampersand intends to
use different anti-body combinations for different types of cancer and other
diseases.

     The InPath System initially is intended to improve the current cervical
cancer screening process performed in laboratories, commonly referred to as the
Pap Test. Ampersand's ultimate goal is to perform this
                                        2
<PAGE>   8

screening test in a matter of minutes in a laboratory, doctor's office, clinic
or mobile medical vehicle. The InPath System includes a sample collection device
and a reusable handle, the Cocktail which is applied to a sample to identify
potentially abnormal cells, an instrument which performs an automated analysis
of a sample via an optical scan that looks for the presence of certain
wavelengths of fluorescent light and custom designed software that controls the
automated instruments and processes the analysis of the captured light detected.

     Ampersand's principal executive offices are located at 414 North Orleans,
Suite 510, Chicago, Illinois 60610, and its phone number is (312) 222-9550.

     AccuMed Acquisition Corp. was incorporated in Delaware in 2000. It is a
wholly-owned subsidiary of Ampersand and was formed solely for the merger.

THE SPECIAL MEETING (PAGES 22 TO 24)

     The AccuMed special meeting of stockholders to consider the merger will be
held on September 14, 2001, at the offices of AccuMed, 920 North Franklin
Street, Suite 402, Chicago, Illinois, at 11:00 a.m., Chicago time. You can vote
at the special meeting if you owned AccuMed common stock or Series A Convertible
Preferred Stock at the close of business on July 31, 2001, which is the record
date for the special meeting.

THE MERGER (PAGES 25 TO 47)

     GENERAL. AccuMed and Ampersand propose a merger under which AccuMed will
merge into AccuMed Acquisition Corp. and become a wholly-owned subsidiary of
Ampersand. The parties hope to complete the merger in the third quarter of 2001.
The merger agreement is attached to this proxy statement-prospectus as Appendix
I. You are encouraged to read the merger agreement, as it is the legal document
that governs the merger.

     RECOMMENDATION TO STOCKHOLDERS. AccuMed's board of directors has
unanimously adopted the merger agreement and believes that the merger and the
issuance of the shares of Ampersand common stock and Series A Convertible
Preferred Stock is fair to, and in the best interests of, AccuMed and its
stockholders. The board of directors, therefore, recommends a vote FOR adoption
of the merger agreement.

     VOTE REQUIRED; SHARES HELD BY OFFICERS, DIRECTORS AND THEIR AFFILIATES;
VOTING AGREEMENTS. The holders of a majority of the outstanding shares of
AccuMed common stock and Series A Convertible Preferred Stock, each voting as a
separate class, must vote in favor of the merger agreement in order to approve
the merger. AccuMed's directors, an officer and their affiliates own an
aggregate of 536,971 shares (9.4%) of AccuMed's outstanding common stock and
354,046 shares (62%) of AccuMed's Series A Convertible Preferred Stock. Each of
AccuMed's directors and an officer and Bellingham Capital Industries, a
principal stockholder of AccuMed, has agreed to vote their common stock and
Series A Convertible Preferred Stock in favor of the merger agreement at the
special meeting. These stockholders own a total of 1,081,712 shares (18.8%) of
the outstanding common stock and 354,046 shares (62%) of the outstanding Series
A Convertible Preferred Stock.

     WHAT WILL ACCUMED'S COMMON STOCKHOLDERS RECEIVE IN THE MERGER? (Page 35).
In the merger, Ampersand will issue up to 4,000,000 shares of its common stock
to AccuMed's stockholders. The number of shares of Ampersand common stock each
AccuMed common stockholder will receive for each share of AccuMed common stock
that the stockholder owns will be determined at the time of the merger by adding
the then outstanding number of shares of AccuMed common stock to the number of
shares of AccuMed common stock issuable upon the conversion of all AccuMed
outstanding preferred stock, and dividing the total number into 4,000,000 shares
of Ampersand common stock. Therefore, the final ratio will not be known at the
time the AccuMed stockholders vote on the merger. Using that formula, as of
February 7, 2001, the date the parties signed the merger agreement, and as of
August 22, 2001, AccuMed's stockholders would have received .6552 of a share of
Ampersand common stock for each share of AccuMed common stock owned on those
respective dates. The exercise or conversion prices for AccuMed's options,
warrants and convertible note are significantly higher than the recent sales
prices for AccuMed's common stock. AccuMed's management believes that it is

                                        3
<PAGE>   9

highly unlikely that holders of these securities will exercise them before the
merger. Thus, it is highly likely that the final exchange ratio will remain at
 .6552 per share.

     WHAT WILL ACCUMED'S SERIES A CONVERTIBLE PREFERRED STOCKHOLDERS RECEIVE IN
THE MERGER? (Page 35). AccuMed had 572,485 shares of its Series A Convertible
Preferred Stock outstanding as of August 22, 2001. In the merger, Ampersand will
issue one share of its Series A Convertible Preferred Stock for each share of
AccuMed Series A Convertible Preferred Stock outstanding as of the completion of
the merger. In that each share of AccuMed Series A Convertible Preferred Stock
is convertible into .6667 of a share of AccuMed common stock and in the merger
each share of AccuMed common stock will be exchanged for .6552 of a share of
Ampersand common stock (subject to the possible adjustment of the exchange ratio
discussed under "What Will AccuMed's Common Stockholders Receive in the
Merger?"), each share of AccuMed Series A Convertible Preferred Stock which
becomes a share of Ampersand Series A Convertible Preferred Stock will be
convertible into .4368 of a share of Ampersand common stock. Whether a holder of
AccuMed Series A Convertible Preferred Stock converts his stock before the
merger or, as a holder of Ampersand Series A Convertible Preferred Stock he
converts that stock after the merger, the holder will receive the same number of
shares of Ampersand common stock.

     AMPERSAND'S REVERSE STOCK SPLIT. (Page 36). You should also know that, on
May 24, 2001, Ampersand's stockholders approved a one-for-three reverse split of
Ampersand's common stock. The reverse split is intended to become effective
sometime after the closing of the merger. The timing of the reverse split will
depend on several factors, such as the timing of the possible listing of
Ampersand common stock on The American Stock Exchange, the results of the
negotiations by Ampersand's investment bankers in regard to Ampersand's future
financings and business alliances and the expense and effort required to be
expended in completing the reverse split. However, in the event that the reverse
split has not been implemented by the time notice of Ampersand's 2002 Annual
Meeting of Stockholders is required to be given, the Ampersand directors intend
to place on the ballot for that meeting either a proposal to reconfirm or a
proposal to abandon the reverse stock split.

     In the split, each three shares of Ampersand's common stock will be
reclassified and converted into one share of common stock. Fractional shares
will not be issued. Instead, Ampersand stockholders will be entitled to receive
a cash distribution, without interest, in lieu of any fractional shares. Because
the split will reduce the number of outstanding shares of Ampersand common stock
by two-thirds, the number of shares of Ampersand common stock each AccuMed
stockholder receives in the merger will eventually be reduced by two-thirds.
Thus, if the reverse split had occurred prior to the merger, the exchange ratio
in the merger would have been .2184, instead of .6552, of a share of Ampersand
common stock for each share of AccuMed common stock. You should note, however,
that each common stockholder of AccuMed will own the same percentage of the
outstanding shares of common stock of Ampersand after the reverse stock split as
the stockholder would have owned if the split did not take place.

     DISSENTERS' RIGHTS. (Page 37). AccuMed stockholders who do not support the
merger and who do not wish to receive the Ampersand stock to be issued in the
merger have the right to demand that a court appraise their shares. If the
merger is completed, these stockholders will be entitled to receive in cash the
fair value of their shares as determined by the court. In order to qualify for
this right, a stockholder must:

     - be the owner of record on the date the stockholder demands appraisal and
       not sell his or her shares before the merger is completed;

     - not vote for the merger agreement;


     - make a written demand for appraisal prior to the vote on the merger; and


     - follow the other procedures required by law.

     DOUBTS ABOUT BOTH COMPANIES AS GOING CONCERNS. Ampersand and AccuMed have
incurred significant operating losses in developing their respective products.
The operations of Ampersand after the merger will continue to be dependent upon
management's ability to raise operating capital to fund the significant
expenditures required to successfully implement its business plan. Currently,
both companies face substantial doubt about their ability to continue as going
concerns. After the merger, Ampersand will continue to face

                                        4
<PAGE>   10

similar doubts. Ampersand's management may not be able to obtain additional
capital to meet its current operating needs. If Ampersand is unable to raise
sufficient adequate additional capital or generate profitable sales revenues,
management may be forced to substantially curtail product research and
development and other activities and may be forced to cease operations.

     NO FINANCIAL ADVISOR OPINIONS. Neither AccuMed nor Ampersand has requested
an opinion from a financial advisor in connection with the merger.

     AMPERSAND LOANS TO ACCUMED. (Page 40). Ampersand loaned AccuMed $800,000
(which includes $330,000 of prior loans) when the merger agreement was signed.
Under the terms of the merger agreement, Ampersand also loaned AccuMed $225,000
on each of March 1, 2001 and March 30, 2001, $150,000 on May 1, 2001, $100,000
on June 1, 2001, $100,000 on July 5, 2001 and $100,000 on August 8, 2001.
Ampersand will continue making monthly loans of between $100,000 and $225,000 if
AccuMed actually needs the loans for its business. AccuMed is required to repay
these loans if the merger is terminated.

     WHAT WE NEED TO DO TO COMPLETE THE MERGER. (Page 41). Ampersand and AccuMed
need to satisfy a number of conditions in order to complete the merger,
including:

     - AccuMed's stockholders must vote a majority of their outstanding shares
       of common stock and a majority of their outstanding shares of preferred
       stock for the merger;

     - Ampersand's counsel must deliver its opinion that the merger is tax-free
       to AccuMed's stockholders, except for cash Ampersand pays instead of
       issuing fractional shares; and

     - There is no injunction or legal restraint blocking the merger.

     AccuMed and Ampersand could decide to complete the merger even though one
of them does not satisfy one or more of the conditions to the merger, unless, of
course, AccuMed's stockholders do not approve the merger.

     TERMINATION OF THE MERGER AGREEMENT. (Page 42). AccuMed will terminate the
merger agreement if its stockholders do not approve the merger agreement.
AccuMed and Ampersand may also, jointly, elect to terminate the merger agreement
even if AccuMed's stockholders have approved the merger agreement. Either
company, alone, can terminate the merger agreement if:

     - The other party breaches the merger agreement and does not correct the
       breach within 20 days;

     - The merger is not completed by September 30, 2001, unless both companies
       agree to extend this date; or

     - Certain other conditions to the closing of the merger have not been
       satisfied.

     BREAK-UP FEE. (Page 43) If AccuMed terminates the merger agreement because
of a material breach by either Ampersand or AccuMed Acquisition Corp., then
Ampersand and AccuMed Acquisition Corp. will pay $500,000 to AccuMed. AccuMed
will pay to Ampersand and AccuMed Acquisition Corp. $500,000 if the merger is
not completed because another party makes an offer to buy AccuMed's assets or
stock and AccuMed agrees to the sale to the other party. If AccuMed terminates
the merger agreement and becomes entitled to payment of the $500,000 from
Ampersand and AccuMed Acquisition Corp., then Ampersand can deduct amounts
AccuMed owes to Ampersand from this $500,000 payment.

     FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. (Page 46). For United States
federal income tax purposes, the exchange of shares of AccuMed common stock for
shares of Ampersand common stock and the exchange of shares of AccuMed Series A
Convertible Preferred Stock for shares of Ampersand Series A Convertible
Preferred Stock will not cause you to recognize any gain or loss. You will,
however, have to recognize gain in connection with any cash received instead of
fractional shares.

     This tax treatment may not apply to all of AccuMed's stockholders,
including any of AccuMed's stockholders who dissent from the merger. Determining
the actual tax consequences of the merger to you can be complicated. They will
depend on your specific situation and variables not within our control. You
should consult your own tax advisor for a full understanding of the merger's tax
consequences.
                                        5
<PAGE>   11

                       SUMMARY COMPARATIVE PER SHARE DATA

     The following table sets forth (1) the historical net loss per common share
and the historical book value per common share data of AccuMed common stock; (2)
the historical net loss per common share and the historical book value per
common share data of Ampersand common stock; and (3) the unaudited pro forma net
loss per share and the unaudited pro forma book value per share of Ampersand
common stock after giving effect to the merger. The pro forma data does not
purport to be indicative of the results of future operations or the results that
would have occurred if the merger was completed at the beginning of the periods
presented. You should read this information in conjunction with the respective
financial statements of AccuMed and Ampersand included in their Annual Reports
on Form 10-K, as amended, and the Quarterly Reports on Form 10-Q for AccuMed and
Ampersand, as amended, which accompany this proxy statement-prospectus and the
unaudited pro forma condensed consolidated financial statements and notes
thereto included under "Unaudited Pro Forma Condensed Consolidated Financial
Information" in this proxy statement-prospectus. Neither AccuMed nor Ampersand
has paid any cash dividends during the periods presented.

<Table>
<Caption>
                                                              HISTORICAL
                                                         --------------------    PRO FORMA    PRO FORMA
                                                         ACCUMED    AMPERSAND    COMBINED     EQUIVALENT
                                                         -------    ---------    ---------    ----------
<S>                                                      <C>        <C>          <C>          <C>
Book Value per Share at December 31, 2000............     $0.39      ($.004)     $    0.28     $    0.18
Book Value per Share at June 30, 2001................      0.22        0.06           0.30          0.20
Net Loss per Share for the year ended December 31,
  2000...............................................      0.55        0.24      $    0.33          0.23
Net Loss per Share for the six months ended June 30,
  2001...............................................      0.19        0.23           0.23          0.15
</Table>

     The book value per share at December 31, 2000 and June 30, 2001 assumes the
preferred stock has been converted and includes the common stock equivalents of
the preferred stock outstanding at December 31, 2000 and June 30, 2001.

                                        6
<PAGE>   12

               COMPARATIVE STOCK PRICES AND DIVIDEND INFORMATION

     AccuMed common stock has been quoted on the Over-the-Counter Bulletin Board
under the symbol ACMI since November 30, 2000. Before then, AccuMed common stock
was quoted on the NASDAQ SmallCap Market. The table below gives the reported
high and low sales prices of shares of AccuMed common stock for the periods
shown. The stock prices before November 30, 2000 do not include retail mark-
ups, mark-downs or commissions. AccuMed did not pay any dividends on its common
stock during these periods.

     Ampersand common stock is quoted on the Over-the-Counter Bulletin Board
under the symbol AMPM (before June 1, 1999, Ampersand common stock was quoted
under the symbol BLBN). The table below also sets forth the reported high and
low sales prices of Ampersand common stock as reported for the periods shown.
The stock prices do not include retail mark-ups, mark-downs or commissions.
Ampersand did not pay any dividends on its common stock during these periods.

<Table>
<Caption>
                                                     ACCUMED              AMPERSAND
                                                   COMMON STOCK         COMMON STOCK
                                                  --------------       ---------------
                                                  HIGH      LOW         HIGH      LOW
                                                  ----      ---         ----      ---
<S>                                               <C>      <C>         <C>       <C>
1999 CALENDAR YEAR
  First Quarter...............................    $1.91    $0.59       $ 0.69    $0.25
  Second Quarter..............................     1.31     0.72         0.75     0.25
  Third Quarter...............................     1.22     0.47         0.63     0.25
  Fourth Quarter..............................     4.00     0.56         0.81     0.25
2000 CALENDAR YEAR
  First Quarter...............................     3.69     1.31         5.56     1.00
  Second Quarter..............................     2.34     0.63         4.13     2.38
  Third Quarter...............................     0.97     0.50         3.50     1.94
  Fourth Quarter..............................     0.72     0.03         2.88     0.75
2001 CALENDAR YEAR
  First Quarter...............................     0.56     0.06         2.06     0.81
  Second Quarter..............................     0.45     0.19         2.06     0.97
  Third Quarter (through August 22)...........     0.40     0.27         1.20     0.73
</Table>

     The table below gives the last reported sales prices per share of AccuMed
common stock and Ampersand common stock, and the equivalent exchange per share
price for AccuMed common stock giving effect to the merger on (i) February 6,
2001, the last trading day preceding public announcement of the signing of the
merger agreement, and (ii) August 22, 2001, the last practicable date prior to
the mailing of this proxy statement-prospectus.

<Table>
<Caption>
                                                                           EQUIVALENT
                                                                            EXCHANGE
                                                                           PRICE PER
                                                                            SHARE OF
                                            ACCUMED        AMPERSAND        ACCUMED
                                          COMMON STOCK    COMMON STOCK    COMMON STOCK
                                          ------------    ------------    ------------
<S>                                       <C>             <C>             <C>
February 6, 2001......................       $0.25           $1.50           $0.98
August 22, 2001.......................       $0.35           $0.80           $0.52
</Table>

     As of August 22, 2001, there were 5,739,838 shares of AccuMed common stock
outstanding, which shares were held by approximately 200 record holders, and
572,485 shares of AccuMed Series A Convertible Preferred Stock, which shares
were held by 10 record holders. As of August 22, 2001, there were 30,702,149
shares of Ampersand common stock outstanding, which shares were held by
approximately 1,100 record holders.

                                        7
<PAGE>   13

                SELECTED CONSOLIDATED FINANCIAL DATA OF ACCUMED

     The following financial information for AccuMed is provided to aid you in
analyzing the financial aspects of the merger. AccuMed derived this information
from AccuMed's audited financial statements for the five years ended December
31, 2000 and unaudited interim financial statements for the six months ended
June 30, 2001 and 2000. The information is only a summary and you should read it
in conjunction with AccuMed's financial statements (and related notes) contained
in AccuMed's Annual Report on Form 10-K, as amended, for the year ended December
31, 2000 and its Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 which accompany this proxy statement-prospectus and which are incorporated
in this proxy statement-prospectus by reference.

<Table>
<Caption>
                                 SIX         SIX
                                MONTHS      MONTHS                FISCAL YEARS ENDED DECEMBER 31,
                                ENDED       ENDED              (IN THOUSANDS, EXCEPT PER SHARE DATA)
                               JUNE 30,    JUNE 30,    -----------------------------------------------------
                                 2001        2000       2000       1999       1998        1997        1996
                               --------    --------     ----       ----       ----        ----        ----
<S>                            <C>         <C>         <C>        <C>        <C>        <C>         <C>
INCOME STATEMENT DATA:
Net revenues...............    $   759     $   239     $   477    $   136    $   327    $  1,001    $  1,412
Cost of revenues...........         47          50         122      1,146        856       1,557       1,394
Operating loss.............     (1,078)     (2,051)     (3,654)    (6,446)    (9,796)    (15,800)    (13,387)
Interest expense...........         61          15          39        501      1,411       3,569         458
Loss from continuing
  operations before income
  taxes....................     (1,073)     (1,711)     (3,098)    (6,803)   (10,360)    (18,858)    (10,904)
Income taxes...............         --          --          --         --         --          --          --
Loss from continuing
  operations...............     (1,073)     (1,711)     (3,098)    (6,803)   (10,360)    (18,858)    (10,904)
Income (loss) from
  discontinued
  operations...............         --          --          --      8,199      3,351       1,939        (670)
Extraordinary loss.........         --          --          --         --     (1,168)         --          --
Net (loss) income..........     (1,073)     (1,711)     (3,098)     1,396     (8,176)    (16,919)    (11,574)
PER SHARE DATA:
Basic and diluted loss from
  continuing operations....    $ (0.19)    $ (0.31)    $ (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 and diluted net
  (loss) income............    $ (0.19)    $ (0.31)    $ (0.55)   $  0.25    $ (1.61)   $  (4.60)   $  (4.09)
Weighted average shares
  outstanding (000's)......      5,738       5,600       5,653      5,491      5,080       3,675       2,829
BALANCE SHEET DATA:
Working capital
  (deficit)................    $(1,815)    $    11     $  (812)   $    39    $(1,393)   $ (1,600)   $  2,150
Total assets...............      5,210       6,899       6,051      7,222     13,448      16,085      13,444
Long-term debt.............         --         167          --        167      5,782      11,455         231
Stockholders' equity.......      1,349       4,077       2,384      5,668      4,223         733      10,136
</Table>

                                        8
<PAGE>   14

                      SELECTED CONSOLIDATED FINANCIAL DATA
                                  OF AMPERSAND

     The following financial information for Ampersand is provided to aid you in
your analysis of the financial aspects of the merger. Ampersand derived this
information from Ampersand's audited financial statements for the period ended
December 31, 2000 and unaudited financial statements for the six months ended
June 30, 2001 and 2000. The information is only a summary and you should read it
in conjunction with Ampersand's historical financial statements (and related
notes) contained in Ampersand's Annual Report on Form 10-K, as amended, for the
year ended December 31, 2000 and its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, as amended, which accompany this proxy
statement-prospectus and which are incorporated in this proxy
statement-prospectus by reference. Ampersand was incorporated in Delaware in
December 1998 as the successor to Bell National Corporation. Bell National was
incorporated in California in 1958. In December 1998, Bell National (then a
shell corporation without any business activity) acquired InPath LLC, a
development stage company engaged in the design and development of products used
in screening for cervical and other types of cancer, which was formed on March
16, 1998. For accounting purposes, this acquisition is treated as if InPath LLC
had acquired Bell National, although Bell National continued as the legal entity
and the registrant for both Securities and Exchange Commission filing purposes
and income tax filing purposes. Bell National merged into Ampersand, its
wholly-owned subsidiary, in May 1999 in order to change the state of
incorporation of Ampersand to Delaware. Accordingly, the financial information
presented for Ampersand is that which begins on the formation of InPath LLC.

                     (in thousands, except per share data)

<Table>
<Caption>
                                                                   FOR THE FISCAL YEARS ENDED DECEMBER 31, 2000
                                                                   AND 1999 AND THE PERIOD FROM MARCH 16, 1998
                                  SIX MONTHS       SIX MONTHS         (INCEPTION) THROUGH DECEMBER 31, 1998
                                     ENDED            ENDED        --------------------------------------------
                                 JUNE 30, 2001    JUNE 30, 2000        2000            1999            1998
                                 -------------    -------------        ----            ----            ----
<S>                              <C>              <C>              <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA:
  Net Sales....................   $       697      $       541     $     1,094     $     1,040     $         0
  Operating loss...............   $    (4,441)     $     3,781     $    (6,688)    $    (4,117)    $      (783)
  Net loss available to common
     stockholders..............   $    (6,857)     $    (3,785)    $    (6,611)    $    (4,226)    $      (789)
PER SHARE DATA:
  Net loss.....................   $     (0.23)     $     (0.15)    $     (0.24)    $     (0.29)    $     (0.07)
  Weighted average shares
     outstanding...............    30,437,000       25,583,000      27,869,000      14,337,000      12,000,000
BALANCE SHEET DATA:
  Working capital (deficit)....   $    (1,699)     $      (948)    $    (3,301)    $    (3,204)    $       (80)
  Total assets.................   $     6,139      $     4,951     $     4,575     $     1,871     $     1,699
  Notes payable: current.......   $     1,385      $       175     $     1,105     $     1,095     $        75
  Notes payable: long-term.....   $         0      $        --     $         0     $        26     $       156
  Stockholders' equity
     (deficit).................   $     1,920      $     3,152     $      (125)    $    (2,040)    $       728
</Table>

                                        9
<PAGE>   15

                                  RISK FACTORS

     By voting in favor of the merger, you will be choosing to invest in
Ampersand stock. An investment in Ampersand stock involves a high degree of
risk. In addition to the other information contained in this proxy
statement-prospectus, you should carefully consider the following risk factors
in deciding whether to vote for the merger.

RISKS RELATED TO THE MERGER

     1. CONSIDERATION WILL NOT BE ADJUSTED FOR CHANGES IN MARKET PRICE OF
AMPERSAND OR ACCUMED COMMON STOCK. The specific dollar value of Ampersand common
stock that you will receive will depend on the market value of Ampersand common
stock at the completion of the merger. The value of the Ampersand common stock
may decline prior to or after the merger. During the final three months of 2000,
the trading price per share of Ampersand's common stock ranged between a high of
$2.88 per share and a low of $.68 per share. During the first six months of
2001, the trading price per share of Ampersand's common stock ranged between a
high of $2.06 per share and a low of $.94 per share. Individual high and low
trading prices per share may have only encompassed a few individual trading
days. Using an estimated trading price of $2.00 per share, and assuming all
4,000,000 shares of common stock of Ampersand are issued in the merger, the
shares of Ampersand common stock received by AccuMed stockholders would have a
market value of $8,000,000. Using the trading price of $.68 per share, the
market value of the shares would be $2,720,000. Using the trading price of $.94
per share, the market value of the shares would be $3,760,000. Using the trading
price of Ampersand shares on August 22, 2001 of $.80, the market value of the
shares would be $3,200,000.

     2. ACCUMED'S STOCKHOLDERS WILL NOT KNOW THE AGGREGATE NUMBER OF SHARES OF
AMPERSAND COMMON STOCK THEY WILL RECEIVE IN CONNECTION WITH THE MERGER AT THE
TIME THEY VOTE ON THE MERGER AGREEMENT AND THERE IS A LIMIT ON THE NUMBER OF
SHARES TO BE ISSUED. In the merger, Ampersand will issue up to 4,000,000 shares
of its common stock to AccuMed's stockholders. The number of shares of Ampersand
common stock each AccuMed stockholder will receive for each share of AccuMed
common stock that the stockholder owns will be determined at the time of the
merger by adding the then outstanding number of shares of AccuMed common stock
to the number of the shares of AccuMed common stock issuable upon the conversion
of AccuMed preferred stock, and dividing the total number into 4,000,000 shares
of Ampersand common stock. Therefore, the final ratio will not be known at the
time the AccuMed stockholders vote on the merger. Using that formula, as of
February 7, 2001, the date we signed the merger agreement, and as of August 22,
2001, AccuMed stockholders would have received .6552 of a share of Ampersand
common stock for each share of AccuMed common stock owned on that date. The
exercise or conversion prices for AccuMed's options, warrants and convertible
note are significantly higher than the recent sales prices for AccuMed's common
stock. AccuMed's management believes that it is highly unlikely the holders of
these securities will exercise them before the merger. Thus, AccuMed's
management believes it is highly likely that the final exchange ratio will
remain at .6552 per share.

     3. TO THE EXTENT MONIES ARE SPENT ON THE MERGER, THEY WILL NOT BE AVAILABLE
FOR THE COMBINED COMPANY'S OPERATIONS. AccuMed estimates that it will incur
direct transaction costs of approximately $50,000 associated with the merger,
which AccuMed will expense in the period these costs are incurred. In addition,
Ampersand estimates that it will incur direct transaction costs of approximately
$450,000, which will be included as part of the total purchase cost for
accounting purposes. Ampersand and AccuMed believe the combined entity may incur
charges to operations, which they cannot be reasonably estimate, in the quarter
in which the merger is completed or the following quarters, to reflect costs
associated with integrating the two companies. The combined company may incur
additional material charges in subsequent quarters to reflect additional costs
associated with the merger.

RISKS RELATED TO THE COMBINED COMPANY

     1. ACCUMED'S STOCKHOLDERS WILL NOT HAVE CONTROL OVER THE FUTURE DIRECTION
OF AMPERSAND. AccuMed stockholders will hold approximately 11% of the
outstanding shares of Ampersand common stock

                                        10
<PAGE>   16

after the merger and as a group will not be able to elect directors or
significantly influence the future direction of Ampersand.

     2. THERE IS A LIMITED MARKET FOR PENNY STOCKS SUCH AS AMPERSAND; AMPERSAND
WILL TRY TO LIST ON THE AMERICAN STOCK EXCHANGE. Ampersand's common stock is
considered a penny stock because, among other things, its price is below $5 per
share, it trades on the Over-the-Counter Bulletin Board and it has net tangible
assets of less than $2,000,000. As a result, there may be less coverage by
security analysts, the trading price may be lower, and it may be more difficult
for the Ampersand stockholders to dispose of, or to obtain accurate quotations
as to the market value of their common stock. Being a penny stock could limit
the liquidity of the common stock received by AccuMed's stockholders.

     Although Ampersand's common stock is currently quoted on the
Over-the-Counter Bulletin Board, an increase in the per share market price may
meet criteria to allow Ampersand's common stock to be listed on The American
Stock Exchange. One of the purposes of the reverse stock split is to reduce the
number of shares outstanding and, thus, increase Ampersand's stock price to meet
The American Stock Exchange minimum price of $3.00 a share. Ampersand has filed
an application for listing on The American Stock Exchange. Ampersand believes
that after the merger it will meet the stockholders' equity and other objective
criteria for a listing on The American Stock Exchange, including the minimum
trading price of its common stock, which will be adjusted by the one-for-three
reverse stock split discussed below. However, Ampersand's management does not
know if listing will or can be effected. The American Stock Exchange Company
Guide states that meeting the Exchange's quantitative listing requirements does
not automatically guarantee that the stock of a company will be approved for
listing. The Company Guide also states that the Exchange has discretion in
allowing the listing of the stock of a company that does not meet all of the
criteria.

     Ampersand's independent accountants have noted that there are substantial
doubts as to the ability of Ampersand to continue as a going concern. The
listing criteria for The American Stock Exchange do not discuss the effect of a
going concern explanatory paragraph. The listing analyst for Ampersand's listing
application has indicated that he would recommend that the listing be denied
based on the going concern explanatory paragraph. Ampersand may appeal that
decision to the Listing Committee of The American Stock Exchange, which has
latitude to overrule the listing analyst's recommendation. The formal decision
and recommendation of the listing analyst will not be rendered until the merger
is completed and Ampersand addresses the issue of the trading price of its
common stock, which is currently below the quantitative requirement. Ampersand
and its representatives are in continuing discussions with The American Stock
Exchange over the listing application.

     3. AMPERSAND'S REVERSE STOCK SPLIT MAY NOT HAVE THE INTENDED EFFECT OF
ENHANCING STOCKHOLDER VALUE; DELAY IN IMPLEMENTING THE REVERSE SPLIT MAY CREATE
MARKET UNCERTAINTY. On May 24, 2001, the common stockholders of Ampersand
approved a one-for-three reverse split of Ampersand common stock. This split
will become effective after the merger. Delay in implementing the split may
create uncertainty in the market and investors may be unwilling to buy Ampersand
stock until they know when the split will be effective. In the split, each three
shares of Ampersand's authorized common stock will be reclassified and converted
into one share of common stock. Fractional shares will not be issued in
connection with the split. Instead, the Ampersand stockholders will be entitled
to receive a cash distribution, without interest, in lieu of any fractional
shares. The Ampersand board of directors believes that the reverse stock split
is desirable for several reasons. It is intended to increase the acceptance of
Ampersand's common stock by the financial community and the investing public and
could enhance stockholder value as well as increase Ampersand's stock price to
meet the minimum price criteria of The American Stock Exchange. Although the
price of Ampersand's common stock after the reverse stock split may not increase
in an amount proportionate to the decrease in the number of outstanding shares,
the reverse stock split is intended to result in a price level for Ampersand's
common stock that will provide a market that will reflect more closely
Ampersand's underlying value after the merger.

     4. THE HISTORICALLY VOLATILE MARKET PRICE OF AMPERSAND'S COMMON STOCK MAY
AFFECT THE VALUE OF A STOCKHOLDER'S INVESTMENT AT ANY POINT IN TIME. The market
price of Ampersand common stock, like that of

                                        11
<PAGE>   17

many other medical products and biotechnology companies, including AccuMed, has
in the past been highly volatile. This volatility is likely to continue for the
foreseeable future. Factors affecting the volatility of the market price
include:

     - general economic and other external market factors;

     - announcements of mergers, acquisitions, licenses and strategic
       agreements;

     - announcements of private or public sales of securities;

     - announcements of new products or technology by us or our competitors;

     - fluctuations in operating results; and

     - announcements of Federal Food and Drug Administration actions relating to
       products.

     5. AMPERSAND'S COMMON STOCK IS UNLIKELY TO PRODUCE DIVIDEND INCOME FOR AN
INVESTOR FOR THE FORESEEABLE FUTURE. Ampersand has never paid cash dividends on
its common stock. Following the merger, Ampersand does not anticipate paying
cash dividends for the foreseeable future. Ampersand intends to reinvest any
funds that might otherwise be available for the payment of dividends in further
development of its business following the merger.

     6. AMPERSAND COMMON STOCK IS SUBJECT TO DILUTION AND AN INDIVIDUAL
STOCKHOLDER'S OWNERSHIP INTEREST AND RELATED VALUE MAY DECLINE. The events that
might cause such dilution are:

     - Ampersand is authorized to issue up to 5,000,000 shares of preferred
       stock. After completion of the merger, Ampersand will have approximately
       572,000 shares of Series A Convertible Preferred Stock and 1,500,000
       shares of Series B Convertible Preferred Stock outstanding. Ampersand's
       Certificate of Incorporation gives its board of directors authority to
       issue the remaining approximately 2,925,000 authorized shares of
       preferred stock with such voting rights, if any, designations, rights,
       preferences and limitations as the directors may determine.

     - Ampersand has currently outstanding warrants to purchase 6,200,000 shares
       of its common stock, currently outstanding options to purchase
       approximately 2,600,000 shares of its common stock, 1,500,000 shares of
       Series B Convertible Preferred Stock, which are convertible into
       6,000,000 shares of common stock, and $1,000,000 in principal amount of
       outstanding convertible promissory notes, which are convertible into
       1,000,000 shares of common stock.

     - AccuMed has currently outstanding options and warrants to purchase an
       aggregate of 2,561,763 shares of AccuMed common stock which will become
       options and warrants to purchase 1,678,467 shares of Ampersand common
       stock in the merger, and the note issued by AccuMed that is convertible
       into 59,467 shares of AccuMed common stock will become an Ampersand note
       convertible into 38,962 shares of Ampersand common stock in the merger.

     Exercise by the holders of their rights under these securities would result
in dilution because the exercise prices or conversions prices would be below the
then market price of Ampersand common stock. Also see Risk 11.

     In addition Ampersand issued approximately 9,240,000 shares of common stock
in transactions related to its merger with InPath LLC in 1998; 5,795,000 in
shares of common stock related to the conversion of its outstanding promissory
notes in 1999 and 2000; 3,990,000 shares of common stock in private equity
offerings in 1999; 5,300,000 shares of common stock in a private equity
offerings in 2000; and 1,023,000 shares of common stock under Ampersand's equity
incentive plan as compensation for services, or as prepaid royalties.

     The reverse stock split, when effected, will create almost 33,000,000
additional authorized but unissued shares of Ampersand common stock that could
be sold by Ampersand's board of directors without stockholder approval, thus
diluting the relative stock interests in Ampersand of the existing stockholders
at the time of sale.

     7. AMPERSAND HAS A LARGE NUMBER OF SHARES THAT HAVE BEEN ISSUED AND MAY BE
SOLD, WHICH SALES MAY AFFECT THE PRICE OF AND MARKET FOR AMPERSAND
STOCK. Ampersand has agreed with certain purchasers of shares of its common
stock to register approximately 38,000,000 of their shares with the Securities
and Exchange Commission for resale. Approximately 24,500,000 of these shares may
presently be sold under

                                        12
<PAGE>   18

Rule 144 promulgated under the Securities Exchange Act of 1934, as amended.
These shares includes shares issued as a result of the merger of Ampersand and
InPath LLC in 1998, shares issued in various private offerings, shares issued as
a result of the conversion of notes, shares underlying Ampersand's Series B
Convertible Preferred Stock, and shares underlying warrants and options
outstanding or authorized by Ampersand's Equity Incentive and Employee Stock
Purchase Plans. Ampersand cannot be certain when, if ever, this registration
will be done or if any of the shares of common stock covered will be offered for
sale. If these shares are registered and offered for sale, the trading price of
Ampersand's common stock may be adversely affected by an increase in the volume
of stock offered for sale.

     The board of directors and management of Ampersand have agreed not to offer
for sale any shares they hold directly, or in which they hold a beneficial
interest, for a period commencing with the signing of the merger agreement and
ending sixty days after completion of the merger.

     8. AMPERSAND HAS TWO CLASSES OF PREFERRED STOCK WITH RIGHTS SUPERIOR TO ITS
COMMON STOCK. AccuMed's Series A Convertible Preferred Stock is the only class
of AccuMed's capital stock currently outstanding with rights superior to
AccuMed's common stock. After the merger, Ampersand will have two classes of
capital stock, Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock, with rights superior to its common stock.

     Ampersand's Series A and Series B Convertible Preferred Stock have superior
rights over Ampersand's common stock in liquidation. The current aggregate
liquidation preference of the outstanding shares of AccuMed's Series A
Convertible Preferred Stock is approximately $2,500,000. Assuming there are no
pre-merger conversions of shares of AccuMed's Series A Convertible Preferred
Stock or of Ampersand's Series B Convertible Preferred Stock, the aggregate
liquidation preference of the shares of Ampersand's Series A and Series B
Convertible Preferred Stock that would be outstanding at and after the merger
would be approximately $8,500,000. The liquidation rights of preferred
stockholders must be paid before any amount can be paid to common stockholders.

     Ampersand is restricted to paying dividends on its common stock if any
dividends on its Series B Convertible Preferred Stock are then in arrears,
except for dividends payable in shares of Ampersand's capital stock. Such
restriction adds an additional potential obstacle to the payment of dividends to
the former holders of AccuMed common stock that they did not have as holders of
AccuMed common stock.

     9. AS AMPERSAND STOCKHOLDERS, THE FORMER ACCUMED STOCKHOLDERS WILL HAVE TO
RELY ON AMPERSAND'S MANAGEMENT. The current board of directors and management of
AccuMed will not participate in the management of the combined company after the
merger. The ability of Ampersand to achieve the benefits anticipated from the
merger will depend on the ability of the board of directors and current
management of Ampersand to integrate the operations of the two companies.

     10. AMPERSAND HAS A LIMITED OPERATING HISTORY AND THERE ARE DOUBTS AS TO
AMPERSAND AS A GOING CONCERN. Ampersand has a limited operating history.
Ampersand's revenues, since its inception in March 1998, have been derived
entirely from sales by Samba Technologies, Sarl, a wholly-owned subsidiary.
Samba's products consist of web-enabled imaging software and related services.
Ampersand has not introduced or sold any of its InPath System products to date.

     Both Ampersand and AccuMed have spent considerable capital resources on
research and development and experienced significant losses to date. After the
merger, Ampersand will continue to devote substantial resources to product
development. Ampersand anticipates that it will continue to incur significant
losses until some or all of its products have been successfully introduced, if
ever, into the market place.

     Ampersand has incurred substantial losses and has limited financial
resources. Consequently, Ampersand's independent accountants have noted that
these conditions raise substantial doubt as to the ability of Ampersand to
continue as a going concern. Ampersand's financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that may result from the
outcome of this uncertainty. The going concern explanatory paragraph may prevent
Ampersand common stock from being listed on The American Stock Exchange and may
make additional financing more difficult or costly.

                                        13
<PAGE>   19

     11. THE COMBINED COMPANY MAY NOT MEET ITS SHORT-TERM CAPITAL
REQUIREMENTS. Ampersand's management believes that AccuMed's existing capital
resources and those of Ampersand are not sufficient to meet the short-term
requirements of Ampersand after the merger. Therefore, Ampersand will need to
raise additional capital to support its operations. Ampersand has no current
commitments for additional funds, and Ampersand's management cannot be certain
that Ampersand will be able to raise such funds.

     It is unlikely that Ampersand will be able meet its short-term funding
requirements through the issuance of notes or other debt instruments. Ampersand
anticipates that these short-term funding needs will require the sale of
additional shares of common stock or instruments convertible into common stock.
Such sales, if any, may have a dilutive effect on the share values of current
stockholders. Ampersand cannot be certain what level of dilution, if any, may
occur or if Ampersand will be able to complete any such sales of common stock in
the future.

     Ampersand's operating business plan for 2001 anticipated that Ampersand
would need to raise new equity during the early part of the year, which it did
in the form of a private offering of Series B Convertible Preferred Stock
completed in May 2001. The plan also anticipated that Ampersand would need to
raise new equity in the late third quarter and early fourth quarter of the year.
Ampersand had sufficient cash on hand to meet its cash needs through the end of
July. It has negotiated short-term loans, the proceeds of which were available
in early August, to provide funding for August. Ampersand is seeking additional
financing. Failure to obtain this financing will adversely affect Ampersand's
ability to develop its products or to continue as a going concern. Ampersand has
retained Tucker Anthony Sutro Capital Markets and National Securities, Inc. as
its financial advisors to furnish assistance in exploring financing
alternatives, strategic alliances and partnerships, as well as merger and
acquisition-related initiatives.

     On July 27, 2001, Ampersand issued a promissory note to AccuMed in exchange
for $100,000 in cash. The note, plus accrued interest, was due on August 3, 2001
and bears interest at the rate of 12% per annum. Prior to the original maturity
date, the parties agreed to extend the maturity date of the note to August 28,
2001. As consideration for the extension, Ampersand agreed that if it fails to
repay the principal and accrued interest when due, Ampersand will release its
security interest, granted in connection with loans made by Ampersand to AccuMed
under the merger agreement in 25 AcCell instruments to permit the sale of such
instruments by AccuMed. As additional consideration for the note, Ampersand
agreed to pay a note origination fee of $10,000, which is due and payable on
August 31, 2001.

     On July 26, 2001 Ampersand issued a promissory note to Cadmus Corporation
in exchange for $100,000 in cash. On August 6, 2001, Ampersand issued a
promissory note to Azimuth Corporation in exchange for $100,000 in cash.
Alexander Milley, a director and significant stockholder of Ampersand, is
considered a control person of both Cadmus Corporation and Azimuth Corporation.
The notes are due on September 22, 2001 and bear interest at the rate of 15% per
annum. As additional consideration for the notes, Ampersand issued five-year
warrants to Cadmus Corporation and Azimuth Corporation entitling the holders to
each purchase 250,000 shares of common stock at an exercise price of $1.00 per
share. The closing market prices of the common stock on the respective issue
dates of the warrants entitling each holder to purchase 250,000 shares of common
stock were $0.97 per share and $0.93 per share. Ampersand determined the fair
value of these warrants to be $7,200 using the fair value interest rate method.
This value will be amortized as additional interest expense over the life of the
notes and the full amount will be charged to expense during the third quarter of
2001.

     In addition, on July 26, 2001 Ampersand agreed to issue a five-year warrant
to Azimuth Corporation entitling the holder to purchase 500,000 shares of common
stock of Ampersand at $1.00 per share. In conjunction with the issuances of this
warrant, Azimuth Corporation agreed to relinquish the conversion rights granted
to it under the terms of a convertible promissory note issued by Ampersand in
September 2000, which entitled Azimuth Corporation to convert the principal and
accrued interest due under that note into common stock of Ampersand at a
conversion price of $1.00 per share. The September 2000 note was considered to
have a beneficial conversion feature for which Ampersand had determined a fair
value of $125,000 in 2000. This fair value was recorded as a discount to the
debt and was being amortized as additional interest expense over the term of the
note. The closing market price of the common stock of Ampersand on the issue
date of this

                                        14
<PAGE>   20


warrant was $0.97 per share. Ampersand determined the fair value of the warrant
to be approximately $21,000 based on the value of the unamortized debt discount
at the date this warrant was issued and the conversion right was waived. This
value will be amortized as additional interest expense over the life of the note
and the full amount will be charged to expense during the third quarter of 2001.



     On August 6, 2000, Ampersand issued a promissory to Northlea Partners, Ltd.
in exchange for $25,000 in cash. John Abeles, a director of Ampersand, is the
general partner of Northlea Partners, Ltd. The terms of the note are the same as
the notes issued to Cadmus Corporation and Azimuth Corporation. As additional
consideration for this note, Ampersand issued a five-year warrant to Northlea
Partners, Ltd. entitling the holder to purchase 62,500 shares of common stock at
an exercise price of $1.00 per share. The closing market price of the common
stock on the issue date of this warrant was $0.93 per share. Ampersand
determined the fair value of the warrant to be $825 using the fair value
interest rate method. This value will be amortized as additional interest
expense over the life of the note and the full amount will be charged to expense
during the third quarter of 2001.


     On July 27, 2001, Ampersand issued a promissory note to AccuMed in exchange
for $100,000 in cash. The note, plus accrued interest, was due on August 3, 2001
and bears interest at the rate of 12% per annum. Prior to the original maturity
date, the parties agreed to extend the maturity date of the note to August 28,
2001. As consideration for the extension, Ampersand agreed that if it fails to
repay the principal and accrued interest when due, Ampersand will release its
security interest in twenty-five AcCell instruments to permit the sale of such
instruments by AccuMed. As additional consideration for the note, Ampersand
agreed to pay a note origination fee of $10,000, which is due and payable on
August 31, 2001.

     Ampersand is negotiating additional loans, which it anticipates would
include terms similar to those of the Cadmus Corporation, Azimuth Corporation,
and Northlea Partners, Ltd. notes. Ampersand and its investment bankers are also
seeking other sources of new debt or equity financing, including strategic
alliances, which may involve equity investments, for Ampersand. Ampersand has no
current commitments for such additional loans, debt or equity financings, or
strategic alliances.

     12. THE COMBINED COMPANY MAY NOT MEET ITS LONG-TERM CAPITAL
REQUIREMENTS. Even if Ampersand is able to raise the funds necessary to meet its
short-term operating requirements, neither AccuMed nor Ampersand knows if
Ampersand will be able to sustain its longer-term operations through future
revenues. Whether Ampersand will need to raise additional funds to support its
long-term operations is influenced by many factors, some of which are the
following:

     - if and when Ampersand and AccuMed are able to complete the merger of the
       two companies;

     - the costs, timing and success of efforts to develop the products of the
       combined company; and


     - market acceptance of AccuMed's and Ampersand's products.


     13. ACCUMED'S PRODUCTS AND AMPERSAND'S PRODUCTS ARE SUBJECT TO GOVERNMENT
REGULATION AND THEY MAY NOT RECEIVE NEEDED GOVERNMENT APPROVALS. The sale and
use of AccuMed's products, as well as Ampersand's, in the U.S. are regulated by
the Food and Drug Administration. Both companies must meet significant Food and
Drug Administration requirements before Food and Drug Administration clearance
to market their products can be obtained. Included in these requirements is the
conduct of lengthy and expensive clinical trials to prove the safety and
efficacy of the products. AccuMed does not intend to conduct any such clinical
trials of its products. Therefore, AccuMed's products may be used only for
research purposes or to provide supplemental diagnostic information in the U.S.
Ampersand has started a clinical trial for one of its products and intends to
conduct other clinical trials of its products during 2001 and beyond. Ampersand
cannot be certain that its product development plans will allow these trials to
commence according to plan or that the results of these trials, or any future
trials, when submitted to the Food and Drug Administration along with other
information, will result in Food and Drug Administration clearance to market the
Ampersand products in the U.S.

     Sales of medical devices and diagnostic tests outside the U.S. are subject
to foreign regulatory requirements that vary from country to country. The time
required to obtain regulatory clearance in a foreign

                                        15
<PAGE>   21

country may be longer or shorter than that required for Food and Drug
Administration marketing clearance. Export sales of certain devices that have
not received Food and Drug Administration marketing clearance may be subject to
certain regulations and permits, which may restrict Ampersand's ability to
export the products to foreign markets. If Ampersand is unable to obtain Food
and Drug Administration clearance for its products, Ampersand may need to seek
foreign manufacturing agreements to be able to produce and deliver its products
to foreign markets. We cannot be certain that Ampersand will be able to secure
such foreign manufacturing agreements.

     After the merger, Ampersand intends to pursue Food and Drug Administration
clearance of an InPath System test using the AccuMed AcCell. Ampersand intends
to market this test, subject to local regulatory clearance, as soon as possible
outside of the U.S. Certain product applications, especially those involving
quantitative image analysis, may be performed within the clinical market as
tests used to provide additional information to the clinician to assist in the
diagnosis or treatment of a disease such as cellular DNA analysis, or tumor
marker identification. Both AccuMed and Ampersand have products which are
currently utilized in such applications. After the merger, Ampersand intends to
pursue expansion of these applications. The clinical market outside the U.S.
provides numerous opportunities for these applications. Some of Ampersand's
products are already used in these applications, and after the merger Ampersand
intends to introduce AccuMed products into this same market, either on an
individual basis, or in combination with existing Ampersand products.

     14. THE BOARDS OF DIRECTORS OF AMPERSAND AND ACCUMED DID NOT SEEK FAIRNESS
OPINIONS IN DETERMINING CONSIDERATION FOR THE PROPOSED TRANSACTION AND ACCUMED'S
STOCKHOLDERS WILL NOT HAVE ANY INDEPENDENT EVALUATION OF THE MERGER. The boards
of directors of Ampersand and AccuMed have not sought independent fairness
opinions on the proposed merger transaction. If either board of directors had
sought and received an independent fairness opinion, the proposed consideration
received by the stockholders of AccuMed in exchange for their shares may have
been more or less. The boards of directors of both companies relied on
management and their own expertise in determining the fairness of the
consideration to be paid.

     15. THE LICENSE, PATENTS AND TECHNOLOGY THAT AMPERSAND WILL ACQUIRE IN THE
MERGER MAY NOT HAVE VALUE. The merger will result in the recording of license,
patents and technology of approximately $7,978,000. The value of the license,
patents and technology combined with the existing value of intangible assets of
both companies will represent approximately 84% of total post-merger assets of
the combined company. The amount allocated to license, patents and technology
has an indefinite useful life. It is possible that an individual component of
AccuMed's technology might be rendered less valuable because of the development
of new or replacement technology. If such an event occurs, Ampersand would
determine the level of impairment to the value and charge that impaired value to
expense during that period.

     16. AMPERSAND MAY NOT BE ABLE TO COMPETE WITH COMPANIES THAT ARE LARGER AND
HAVE MORE FINANCIAL RESOURCES. AccuMed competes in the medical device and
diagnostics marketplace with companies that are much larger and have greater
financial resources than AccuMed. Ampersand competes in the same marketplace and
is subject to the same competitive pressures that these larger companies bring
to bear. Ampersand cannot be certain that after the merger its products will be
able to be successfully marketed in this competitive environment.

     17. AMPERSAND MAY NOT BE ABLE TO MARKET ITS PRODUCTS. Ampersand does not
intend to invest capital to develop and train a direct sales force to market its
products. Therefore, in order to successfully market its products, Ampersand
must be able to negotiate profitable sales and marketing agreements with
organizations that have direct sales forces calling on domestic and foreign
markets that may use the products. If Ampersand is not able to successfully
negotiate such agreements, it may be forced to market its products through its
own sales force. Ampersand cannot be certain that Ampersand will be successful
in developing and training such a sales force, should one be required, or that
Ampersand will have the financial resources to carry out such development and
training.

     18. AMPERSAND MAY NOT BE ABLE TO ADEQUATELY PROTECT ITS INTELLECTUAL
PROPERTY. AccuMed holds a variety of patents and trademarks and both AccuMed and
Ampersand have applied for a significant number of additional patents and
trademarks with the United States Patent and Trademark Office and several
foreign

                                        16
<PAGE>   22

patent authorities. Ampersand intends to file additional patent and trademark
applications as dictated by its research and development projects and business
interests. Ampersand cannot be certain that any of its currently pending patent
or trademark applications, or any of those which may be filed in the future,
will be granted to Ampersand.

     Ampersand protects much of its core technology as trade secrets because its
management believes that patent protection would not be possible or would be
less effective than maintaining secrecy. Ampersand cannot be certain that it
will be able to maintain the secrecy.

     The cost of litigation to uphold the validity of a patent or patent
application, prevent infringement or protect trade secrets can be substantial,
even if Ampersand is successful. Furthermore, Ampersand cannot be certain that
others will not develop similar technology independently or design around the
patented aspects of its products.

     19. HOLDERS OF AMPERSAND SERIES A CONVERTIBLE PREFERRED STOCK HAVE VOTING
RIGHTS THAT ARE MORE LIMITED THAN HOLDERS OF ACCUMED SERIES A CONVERTIBLE
PREFERRED STOCK. The holders of the Series A Convertible Preferred Stock of
Ampersand cannot vote on any matters except as required by law. The holders of
the Series A Convertible Preferred Stock of AccuMed can vote on the issuance of
shares of preferred stock senior to their preferred stock and certain forms of
debt and as required by law. In addition, by agreement, the holders of the
Series A Convertible Preferred Stock will vote, as a class, on the merger. Both
the AccuMed and the Ampersand Series A Convertible Preferred Stock provide that
a merger or consolidation is considered a liquidation entitling holders to
receive cash payment of their liquidation preference. The AccuMed liquidation
preference trigger provision may be waived by a majority of the holders of its
Series A Convertible Preferred Stock, whereas the Ampersand provision may be
waived by the holders of a majority of shares of Series A Convertible Preferred
Stock.

     20. HOLDERS OF AMPERSAND SERIES A CONVERTIBLE PREFERRED STOCK MUST SHARE IN
LIQUIDATION WITH HOLDERS OF AMPERSAND SERIES B CONVERTIBLE PREFERRED STOCK. If
AccuMed were to liquidate, the first payments after paying all creditors would
go to the holders of AccuMed's Series A Preferred Stock. If Ampersand were to
liquidate, remaining funds available to satisfy preferred stock liquidation
preferences must be shared ratably among the holders of Ampersand's Series A and
Series B Convertible Preferred Stock.

     21. AMPERSAND CAN FORCE CONVERSION OF ITS SERIES A CONVERTIBLE PREFERRED
STOCK INTO AMPERSAND COMMON STOCK MORE EASILY THAN ACCUMED CAN FORCE CONVERSION
OF ITS SERIES A CONVERTIBLE PREFERRED STOCK INTO ACCUMED COMMON STOCK. The
Series A Convertible Preferred Stock of Ampersand may be converted by Ampersand
until February 28, 2004 if the Ampersand common stock per share price equals or
exceeds $13.50. The Series A Convertible Preferred Stock of AccuMed may be
converted by AccuMed until February 28, 2004 if the AccuMed common stock per
share price equals or exceeds $27.00. Thus, after the merger, the former holders
of the AccuMed Series A Convertible Stock would find that their new holdings of
Ampersand Series A Convertible Stock could be more easily converted on an
involuntary basis by Ampersand.

                                    ACCUMED

     AccuMed has generated limited revenues from the sale of its products to its
original target market, which consists of commercial, clinical laboratories that
screen or diagnose medical specimens, including Pap smears. Currently, AccuMed
does not actively market the AcCell as a stand-alone product. AccuMed does sell
AcCells under some existing contracts and will accept new orders.

     AccuMed also produces the AcCell-Savant. The AcCell-Savant includes an
AcCell as well as an electronic imaging system and image analysis software.
Since AccuMed began marketing the AcCell-Savant research system in 1999, AccuMed
has sold modest numbers of the AcCell-Savant to academic and research
laboratories. In the United States, AccuMed is currently permitted to sell the
AcCell-Savant for research and clinical use with restrictions. To sell the
AcCell-Savant in the United States for other purposes, AccuMed will need to
obtain Food and Drug Administration clearance.

     AccuMed is developing the prototype of the AcCell-Savant for clinical,
commercial laboratories that review and analyze human patient medical specimens.
AccuMed has refined its technology and marketing approach to focus on early
cancer detection and other clinical needs for its instruments and systems, as
opposed to its prior focus on cervical cancer screening. In this new corporate
development approach,

                                        17
<PAGE>   23

AccuMed has attempted to establish partnerships with other technology and
product distribution companies in these newly targeted markets.

     During 2000, AccuMed entered into agreements with Ampersand, Monogen and
Ventana Medical Systems, Inc. pursuant to which AccuMed has received fees for
licensing its intellectual property and technology in particular medical fields,
contracted to sell product and provided contract development services. Under
another contract, Dianon Systems, Inc. pays AccuMed a fee for each patient whose
medical sample is reviewed and analyzed through AccuMed's AcCell units installed
at Dianon's facility.

     AccuMed continues to explore additional arrangements with potential
business partners to combine AcCell-Savant and/or AcCell technology with the
partner's intellectual property. These potential arrangements include supplies
such as cancer-specific probes that "stain" cancer cells differently than cells
that are within normal limits. In these arrangements, AccuMed would sell its
instruments and systems for use in combination with the partner's intellectual
property and products. AccuMed is also exploring arrangements with other
potential business partners that may further speed the commercialization of
AccuMed's early lung cancer screening test by making available to AccuMed
additional technology, prospective customers, distribution channels and
programmatic funding.

     AccuMed also designs, builds and supplies computer-aided microscopes and
quantitative microscopy systems. The computer-aided microscopes that AccuMed
builds 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 to facilitate accurate slide screening
       and analyses;

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

     - data management system software to enable human medical experts to review
       the relevant medical histories and report the results of their screening
       or diagnosis into a medical record-keeping system.

     AccuMed builds some of its products by modifying and installing
commercially available microscopes. AccuMed also builds products that utilize
its own microscopes.

     AccuMed's quantitative microscopy systems also have electronic imaging
systems that are used with its software to detect and measure medical specimens
automatically or interactively to help medical experts diagnose the specimens.

                                   AMPERSAND

     GENERAL.  Ampersand was incorporated in Delaware in December 1998 as the
successor to Bell National. Bell National was incorporated in California in
1958. In December 1998, Bell National, which was then a shell corporation
without any business activity, acquired InPath LLC, a development stage company
engaged in the design and development of products used in screening for cervical
and other types of cancer. For accounting purposes, this acquisition was treated
as if InPath LLC had acquired Bell National. However, Bell National continued as
the legal entity and the registrant for both Securities and Exchange Commission
filing purposes and income tax filing purposes. Bell National merged into
Ampersand, its wholly-owned subsidiary, in May 1999 in order to change the state
of incorporation of Ampersand to Delaware.

     Ampersand believes that the science of medical diagnostics has advanced
significantly during the past decade. Much of this advance has come as a result
of new knowledge of the human genome and related proteins, which form the
foundation of cell biology, and the human body. Ampersand's goal is to utilize
this research as a base to develop screening and diagnostic testing products for
cancer and related diseases. Ampersand believes that the success of these
products will improve patient care through more accurate test performance, wider
availability and cost effective service delivery. Ampersand is developing an
initial series of products to address these criteria, including sample
collection devices, chemical and biological tests, and analysis instruments and
related software.

     Ampersand's strategy is to develop products through internal development
processes, strategic partnerships and licenses and acquisitions of companies or
technologies. This strategy has and will require a substantial amount of capital
in the research and development process to complete the products. As a result,

                                        18
<PAGE>   24

Ampersand will incur substantial operating losses until Ampersand is able to
successfully market some, or all, of its products.

     PRODUCTS.  Ampersand is currently designing and developing a family of
products for use in cancer screening and diagnosis. Ampersand calls this family
of products the InPath System. The core of the InPath System is a combination of
protein anti-bodies -- the Cocktail -- that allows the InPath System to detect
and highlight abnormal cells in a rapid and objective fashion. Ampersand intends
to use different anti-body combinations for different types of cancer and other
diseases.

     The initial application of the InPath System is designed to enhance the
current cervical cancer screening process performed in laboratories, commonly
referred to as the Pap Test. Ampersand's ultimate goal is to perform this
screening test in a matter of minutes at the point of service, whether in a
laboratory, doctor's office, clinic or mobile medical vehicle. The InPath System
includes the following components:

     - A unique sample collection device consisting of a small balloon, shaped
       to fit the cervix, and a reusable handle. The device is intended to
       replace the spatula and brush currently used to collect patient cell
       samples.

     - A chemical and biological combination process, which is applied to a
       sample to identify potentially abnormal cells.

      - In the laboratory version of the InPath System, this process is applied
        to sample cells released from the collector and deposited on a glass
        slide.

      - In the point of service version of the InPath System, this process is
        applied directly to the sample while still on the collector.

     - An instrument, which performs an automated analysis of a sample via an
       optical scan that looks for the presence of certain wavelengths of
       fluorescent light. This light is produced by tags, which are attached to
       certain components of the assay.

      - In the laboratory version of the InPath System, the instrument uses an
        automated microscope and a camera to capture the various wavelengths of
        light.

      - In the point of service version of the InPath System, the instrument
        uses custom designed optical devices and lasers to capture the various
        wavelengths of light.

     - Custom designed software that controls the automated instruments and
       processes the analysis of the captured light detected.

     In June 2000, Ampersand obtained a license from Invirion and Dr. Bruce
Patterson, M.D., Ph.D., its principal, for a proprietary medical technology to
detect the presence of cancer causing types of the Human Papilloma Virus, a
sexually transmitted disease. Ampersand will use this technology as an adjunct
to the InPath System. The combination of the two tests will give the healthcare
provider a better picture of the level of any disease present, which patients
may be at an increased risk to develop disease in the future, and based on these
factors, a course of treatment to follow.

     MARKETS.  There are approximately 160,000,000 PAP tests performed annually
throughout the world, including approximately 60,000,000 tests in the United
States. The United States market for cervical screening today amounts to
approximately $1,000,000,000, based on current average existing costs to perform
the test. Cost levels for the PAP test outside of the United States, where
100,000,000 tests are performed, may vary widely from country to country. Health
care in many of these countries is managed by governmental agencies, often at
the local level, making the precise number of tests performed difficult to
validate. Ampersand estimates the total of the non-United States market today at
between $500,000,000 and $600,000,000. Ampersand intends to sell its products
into both markets. Ampersand also anticipates that because its products are more
cost-effective and designed to increase access to the test, the potential
combined market could be expanded to a level in excess of $3,000,000,000.

     CLINICAL STUDIES AND REGULATORY STRATEGY.  Ampersand conducts clinical
studies and trials of its products during the course of their development. These
studies and trials vary in terms of number of patient

                                        19
<PAGE>   25

samples, individual product components, specific processes and conditions,
purpose, and other factors, which may affect the results.

     Ampersand has publicly reported the results of some of these studies and
trials at various medical meetings, in publications and in general public
announcements. In January 2000, Ampersand began to report results from studies
employing the InPath System Cocktail. The first report was from a portion of a
study involving over 200 patient samples that demonstrated the system's
capability to detect cellular abnormality with a sensitivity of 95% and a
specificity of 77%. In March 2000, Ampersand announced the results of the
analysis of over 10,000 individual cell samples. The analysis showed a
sensitivity of 92% and a specificity of 82% in detecting cellular abnormalities.
In April 2001, Ampersand announced the results of a pilot study conducted on 208
patient samples collected in China. The study, which was the precursor of a
9,000 patient trial, showed that the system detected all levels of cervical
abnormalities with 95% sensitivity and a specificity of 75%. The results of the
most recent study, presented at a medical conference, on patient samples
detected all levels of abnormality with 84% sensitivity and 81% specificity.

     The sensitivity factor, the test performance in detecting versus missing
actual disease, commonly called false negatives, is critical in terms of patient
health. The specificity factor, the test's performance in correctly identifying
patients with disease versus those without, commonly called false positives, is
related to overtreatment and health care economics.

     In each of the studies presented above, the InPath System demonstrated 100%
accuracy in detecting high-grade cervical disease and cancer. In addition, the
results demonstrate that the InPath System test produces more accurate overall
results than the current PAP test. A study conducted in 2000, which reviewed the
results of 94 previous studies of the PAP test, showed an average sensitivity of
74% and an average specificity of 68% for the PAP test.

     Data from studies of other InPath System products has also been presented
at medical conferences. A study of the In-Cell HPV test showed the test
accurately detected 100% of patients with high-grade disease and 64% of patients
with low-grade disease. In a presentation of early results of the clinical trial
of the InPath System collector, data showed that the accuracy of cytology
reports on samples collected with the InPath System collector were better than
those collected with the conventional brush/spatula method. The InPath System
collector also proved to be more comfortable for the patient and provided an
easier and shorter examination for the physician.

     Ampersand believes the results of these studies support the continued
development process of the InPath System products.

     Ampersand will use the data from its completed clinical trials to begin
selling its InPath System products in countries, such as Mexico, Peru, Chile,
Korea and India, in which limited or no regulatory approvals are required.
Ampersand also intends to sell products in the United States and other countries
as Analyte Specific Reagents. These Analyte Specific Reagents tests make no
medical claims but may be used by laboratories and physicians to aid in their
diagnosis. Ampersand anticipates beginning this type of product sale in the
fourth quarter of 2001.

     Ampersand is pursuing regulatory approval for the InPath System and
Cocktail-CVX through a series of submissions, although from a single clinical
study. This tiered approach is designed to accelerate Ampersand's revenue
opportunity for the InPath System in the short term and drive adoption of
Ampersand's innovative products over the longer term, while at the same
minimizing the expense and time involved in undertaking the appropriate study.

     The first stage of the overall strategy involves submitting Ampersand's
collector for approval as a substantially equivalent device to the
brush-and-spatula methods for gathering samples used in the familiar PAP
screening tests. The clinical studies for this submission are already underway,
and Ampersand plans to submit the clinical trial data for the collector under a
510K application as a Class I device in the third quarter. Ampersand anticipates
that sales of the collector will begin before the end of this year.

                                        20
<PAGE>   26

     The second stage of Ampersand's overall regulatory strategy involves a
continuing study of the InPath System and Cocktail-CVX. Multiple submissions
will be made for this ongoing study, the first being as an adjunct to the
traditional PAP test. Upon approval of Ampersand's system as an adjunct to the
PAP test, Ampersand will have interim revenue opportunities and, more
importantly, will have an opportunity to work within a laboratory's operational
system to collect additional product performance data. As an adjunct to the PAP
test, the InPath System may be used as a quality-control measure within
laboratories.

     The next submission from the same study will cover the InPath System as a
fully automated replacement for the PAP test. The clinical trial data submitted
for use of the InPath System as an adjunct to the PAP test will be eligible for
this follow on process. Ampersand anticipates completion of the clinical data
that supports the InPath System as a replacement for the PAP test before the end
of 2003. Simultaneously, Ampersand will be collecting and submitting data for
the InPath POS(TM) test.

     Ampersand expects to conclude clinical trials of the collector during the
third quarter of 2001; on the Slide Based test, as an adjunctive application,
during the fourth quarter of 2001; on the Slide Based test, as a replacement for
the PAP test, during the second quarter of 2002 on the POS(TM) test during 2002;
and, on the In-Cell HPV test during the first quarter of 2002. Once the clinical
trials of each component are completed, Ampersand will submit the appropriate
data to the Food and Drug Administration for clearance consideration. Once this
clearance has been obtained, Ampersand will be able to sell the cleared product
in the United States. Ampersand will also submit the data to other regulatory
agencies that may have jurisdiction over specific products.

                         PRODUCT INTRODUCTION TIMELINE

<Table>
<Caption>
PRODUCT                          PROCESS                         TIMELINE
-------                          -------                         --------
<S>                     <C>                        <C>
collector               Clinical Trials            Current through Mid 3rd Quarter 2001
                        FDA Submission & Review    Mid 3rd Quarter 2001
                        FDA Clearance              Mid 4th Quarter 2001
                        U.S. Sales                 Mid 4th Quarter 2001
                        International Sales        Mid 4th Quarter 2001
Slide Based Test -      Clinical Trials            Current through Late 4th Quarter
  Adjunctive
                        FDA Submission & Review    Late 4th Quarter 2001
                        International Sales        Early 1st Quarter 2002
Slide Based Test -      Clinical Trials            2nd Quarter 2002
  PAP test replacement  FDA Submission & Review    2nd Quarter 2003
                        International Sales        1st Quarter 2002
POS(TM) Test            Development                Current through End 2001
                        Clinical Trials            Beginning of 2002
                        International Sales        Late 1st Quarter 2002
In-Cell HPV Test        Development                Current through Mid 3rd Quarter 2001
                        Clinical Trials            Mid 3rd Quarter 2001 through
                                                   Mid 1st Quarter 2002
                        FDA Submission & Review    Late 1st Quarter 2002
                        International Sales        Beginning 1st Quarter 2002
</Table>

     SAMBA.  Ampersand has a wholly-owned subsidiary, Samba Technologies, Sarl
based in France. Samba designs, develops and markets web-enabled software based
systems for image analysis, image capture, and image transmission and management
for clinical and industrial applications. Samba also is developing the software
used in the InPath System. All of Ampersand's reported revenue to date has been
from the sale of Samba products and services.

     Samba software suites, a group of programs which may be used singly or
together in a particular application, allow the user to capture and share
digital images and related data. Examples of applications are radiology,
pathology and real-time coordination between pathologist and physician during
ongoing surgical procedures. Samba software can create a single data folder,
where patient information, physician case notes and diagnostic images from
various sources are maintained or annotated. The software can be employed in

                                        21
<PAGE>   27

local or wide area networks, or through an Internet browser using
security-encrypted files. All of Samba's software can be used on a wide variety
of image capture instruments or devices and can employ static, historical, or
dynamic live images. Samba also provides software customization, installation,
interface, network and Internet consulting services to the users of its
products.

                              THE SPECIAL MEETING

DATE, TIME AND PLACE OF SPECIAL MEETING

     This proxy statement-prospectus is being furnished to holders of AccuMed
stock in connection with the solicitation of proxies by AccuMed's board of
directors for use at the special meeting of stockholders scheduled to be held at
AccuMed's principal offices located at 920 North Franklin Street, Suite 402,
Chicago, Illinois at 11:00 a.m., Chicago time, on September 14, 2001 and at any
and all adjournments or postponements of the special meeting.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

     At the special meeting, AccuMed stockholders will consider and vote upon
the proposal to approve the merger agreement and the merger in which AccuMed
will become a wholly-owned subsidiary of Ampersand.

     Delaware law requires approval of a majority of the outstanding shares of
AccuMed common stock to complete the merger. Under the merger agreement, the
holders of a majority of the shares of AccuMed Series A Convertible Preferred
Stock, voting as a separate class, must also approve the merger.

     Stockholders may also be asked to vote on other matters that may properly
be submitted to a vote at the special meeting or any adjournment of the special
meeting.

REVOCABILITY OF PROXIES

     A proxy for use at the special meeting is enclosed. Any stockholder who
executes and delivers a proxy may revoke it at any time prior to its use by: (1)
filing with the Secretary of AccuMed a notice of revocation of proxy; (2) filing
with the Secretary of AccuMed a valid proxy bearing a later date; or (3)
attending the special meeting and voting in person. Your attendance alone at the
special meeting will not revoke your proxy.

SOLICITATION OF PROXIES; EXPENSES

     This proxy solicitation is being made by the board of directors of AccuMed.
The expense of the solicitation will be paid by AccuMed. AccuMed has retained
Georgeson Shareholder to conduct a broker search, distribute the proxy materials
and act as proxy solicitor in connection with the special meeting. For these
services, AccuMed will pay Georgeson Shareholder a fee of approximately $5,500.
AccuMed will also reimburse Georgeson Shareholder for out-of-pocket expenses,
estimated not to exceed $800. To the extent necessary to assure sufficient
representation at the special meeting, proxies may be solicited by any
appropriate means by Georgeson Shareholder. In addition, proxies may be
solicited by any appropriate means by AccuMed's directors, officers and regular
employees, and by the stock transfer agent for AccuMed's common stock. These
persons will not receive any additional compensation for their solicitation
efforts.

     Georgeson Shareholder will request that banks, brokers and other
fiduciaries distribute proxy materials to their customers who beneficially own
the AccuMed common stock listed of record in the names of nominees. Although
there is no formal reimbursement arrangement, AccuMed will reimburse those
persons for their reasonable expenses of distribution.

STOCKHOLDERS ENTITLED TO VOTE

     AccuMed's board of directors has fixed July 31, 2001, as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
special meeting. At the close of business on the record date, there were
outstanding and entitled to vote 5,739,838 shares of AccuMed's common stock and
572,485 shares of AccuMed Series A Convertible Preferred Stock.
                                        22
<PAGE>   28

VOTING PROCEDURES

     Each holder of AccuMed common stock will be entitled to one vote, in person
or by proxy, for each share standing in the holder's name on the books of
AccuMed as of the record date with respect to each of the matters duly presented
for a vote at the special meeting.

     Each holder of AccuMed Series A Convertible Preferred Stock will be
entitled to one vote, in person or by proxy, for each share outstanding in the
holder's name on the books of AccuMed as of the record date with respect to the
merger agreement and the merger.

     In connection with the solicitation by the board of directors of proxies
for use at the special meeting, the board of directors has designated Paul F.
Lavallee, Chairman of the Board and Chief Executive Officer, and Dennis
Broussard, Executive Assistant, as proxies. Shares represented by all properly
executed proxies will be voted at the special meeting in accordance with the
instructions specified on those proxies. If no instructions are specified, the
shares represented by any properly executed proxy will be voted FOR approval of
the merger agreement and the merger.

     The board of directors is not aware of any matters that will come before
the special meeting other than as described above. However, if other matters are
presented, the named proxies will, in the absence of instructions to the
contrary, vote those proxies entitled to vote on such matters in accordance with
their judgment, except that proxies voted against the merger will not be voted
in favor of adjournment of the special meeting in order to continue soliciting
proxies to approve the merger.

VOTES REQUIRED TO APPROVE THE MERGER

     Approval of the merger agreement and merger requires the affirmative vote
of holders of a majority of the outstanding shares of AccuMed common stock,
voting as a separate class, and a majority of the shares of AccuMed Series A
Convertible Preferred Stock, voting as a separate class, in person or by proxy
at the special meeting, assuming the presence of a quorum.

QUORUM; BROKER NON-VOTES; ABSTENTIONS

     The presence in person or by properly executed proxy of holders of a
majority of the outstanding shares of AccuMed common stock and a majority of the
outstanding shares of AccuMed Series A Convertible Preferred Stock is necessary
to constitute a quorum for the transaction of business at the special meeting.
For purposes of determining whether a quorum is present, the inspector of
elections will include shares:

     - the holders of which abstain from voting on any particular matter; and

     - for which executed proxies are returned by a broker that holds shares in
       street name indicating that the broker does not have discretionary
       authority to vote those shares on a particular matter, otherwise known as
       broker non-votes.

With regard to the merger proposal, abstentions and broker non-votes will have
the same effect as a vote against the proposal.

VOTING STOCK HELD BY ACCUMED MANAGEMENT AND THEIR AFFILIATES; VOTING AGREEMENTS

     As of August 7, 2001 AccuMed's directors, officer and their affiliates
owned an aggregate of 536,971 shares (9.4%) of the outstanding AccuMed common
stock and 354,046 (62%) of AccuMed's Series A Preferred Stock. AccuMed's
directors, an officer and Bellingham Capital Industries, a principal stockholder
of AccuMed, has each agreed to vote their common stock and Series A Convertible
Preferred Stock in favor of the merger agreement at the special meeting. These
stockholders own a total of 1,081,712 shares (18.8%) of the outstanding AccuMed
common stock and 354,046 (62%) of AccuMed's Series A Convertible Preferred
Stock.

                                        23
<PAGE>   29

INSPECTOR OF ELECTIONS

     The board of directors has appointed Michael Nelson, Vice President of
AccuMed, as the inspector of elections for the special meeting. The inspector of
elections will determine the number of shares of AccuMed stock represented in
person or by proxy at the special meeting, whether a quorum exists, the
authenticity, validity and effect of proxies, and will receive and count the
votes.

RIGHTS OF STOCKHOLDERS NOT VOTING FOR THE MERGER

     Stockholders who do not support the merger and who do not wish to receive
the Ampersand stock consideration to be paid in the merger have the right to
demand that a court appraise their shares. If the merger is completed, these
stockholders will be entitled to receive in cash the fair value of their shares
as determined by the court. In order to qualify for this right, a stockholder
must:

     - be the owner of record on the date the stockholder demands appraisal and
       not sell his or her shares before the merger is completed;

     - not vote for the merger agreement;

     - make a written demand for appraisal prior to the vote on the merger; and

     - follow the other procedures required by law.

     See "Appraisal Rights of Dissenting Stockholders" under "The Merger" for a
description of these procedures.

                                        24
<PAGE>   30

                                   THE MERGER

     The information in this proxy statement-prospectus concerning the terms of
the merger is qualified in its entirety by reference to the full text of the
merger agreement, which is attached as Appendix I and is incorporated by
reference herein. Attached to the merger agreement are the form of Voting
Agreement signed by the directors and officer of AccuMed and their affiliates,
the form of note given by AccuMed to Ampersand upon execution of the merger
agreement and the Certificate of Designation relating to Ampersand's Series A
Convertible Preferred Stock. All stockholders are urged to read the merger
agreement in its entirety.

GENERAL

     Pursuant to the merger agreement, AccuMed will be merged with and into
AccuMed Acquisition Corp., with AccuMed Acquisition Corp. as the surviving
corporation and continuing as a wholly-owned subsidiary of Ampersand. After the
merger, based on the number of shares of Ampersand common stock outstanding on
the date of this proxy statement-prospectus, AccuMed's stockholders will own
approximately 11% of the outstanding common stock of Ampersand and all of
Ampersand's Series A Convertible Preferred Stock.

     As soon as possible after the conditions to consummation of the merger
described below have been satisfied or waived, unless the merger agreement has
been terminated, Acquisition and AccuMed will file a certificate of merger with
the Secretary of State of Delaware. The merger will become effective upon the
filing of such certificate of merger with the Secretary of State of Delaware.

BACKGROUND OF AND REASONS FOR THE MERGER

     BACKGROUND OF THE MERGER

     ACCUMED BACKGROUND. In the Summer of 1998, AccuMed began efforts to sell
its microbiology business to raise proceeds to reduce its debt and provide
funding to continue developing and marketing its other product lines. On
November 20, 1998, AccuMed entered into an agreement to sell the microbiology
business. On January 29, 1999, AccuMed completed this sale for approximately
$15,150,000 in cash. As a result, AccuMed repaid most of its debt and
substantially reduced its operating expenses.

     However, even after additional reductions in operating expenses, AccuMed
still required substantial amounts of cash to fund its high fixed overhead
needed to support its remaining technology. However, there remained insufficient
demand for AccuMed's products to fund these operations. The board believed that
it was not viable for AccuMed to continue to sustain its operations as a
stand-alone company. Thus, AccuMed began seeking a merger partner in June 1999.

     Proposed Microsulis Merger. After extensive efforts to find a merger
partner, including preliminary discussions with several companies, Microsulis
Corporation was the only company that demonstrated interest in merging with
AccuMed. AccuMed signed a letter of intent in October 1999 to merge Microsulis
into AccuMed. AccuMed and Microsulis signed a merger agreement in November 1999.

     In the proposed merger, AccuMed would have issued between 10,726,830 and
11,308,830 shares of AccuMed common stock at a ratio of 1.94 AccuMed shares for
each share of Microsulis common stock outstanding at the time of the merger.
AccuMed would have also issued five-year warrants to purchase a total of between
2,764,646 and 3,014,646 shares of AccuMed common stock exercisable at $6.75 per
share. Microsulis common stockholders would have received one warrant for every
two shares of Microsulis common stock outstanding at the time of the merger.
AccuMed stockholders would have retained approximately 35.2% to 37.3% of the
outstanding common stock. Microsulis stockholders would have owned approximately
62.7% to 64.8% of the outstanding common stock. AccuMed would have also granted
stock options to purchase 1,040,000 shares of common stock at an exercise price
of $2.50 per share to replace Microsulis stock options. AccuMed would have
granted an aggregate of 240,000 stock options exercisable at $2.50 per share to
Microsulis's non-employee directors. AccuMed would also have granted a total of
750,000 stock options to two Microsulis executive officers exercisable at a
minimum of $2.50 per share.

                                        25
<PAGE>   31

     The Microsulis merger agreement required that the merger be completed by
February 28, 2000. After AccuMed reviewed the SEC comments on its proxy
statements-prospectus, AccuMed realized in early February 2000 that it would be
unable to hold its special stockholders meeting to approve the merger prior to
the February 28, 2000 deadline. On February 4, 2000, Microsulis informed AccuMed
that it would only extend the merger deadline if AccuMed agreed to several
significant changes to the financial terms of the merger. One of the proposed
changes required AccuMed to raise a significant amount of new capital prior to
closing without any dilution to the equity position the Microsulis stockholders
would hold after the merger. AccuMed's board of directors determined that the
proposed changes were not in the AccuMed stockholders' best interests. AccuMed
advised Microsulis that AccuMed would not agree to the proposed changes. On
February 26, 2000, Microsulis notified AccuMed that Microsulis would not extend
the merger deadline. Thus, the merger agreement expired on February 28, 2000. On
March 31, 2000, Microsulis repaid the $400,000 that AccuMed had loaned
Microsulis pursuant to the merger agreement.

     Efforts to Seek a New Partner. Following termination of the Microsulis
merger, AccuMed identified dozens of companies whose businesses were similar or
closely related to AccuMed's. Through June 2000, AccuMed contacted these
companies by letter with telephone follow-up to determine whether they had an
interest to merge with AccuMed or alternatively purchase some or all of
AccuMed's assets. Ampersand was the only company interested in acquiring all of
AccuMed and assuming all of its liabilities. Two other companies expressed
initial interest in acquiring AcCell inventory and some patents, but not all of
AccuMed's assets. The initial range of financial consideration discussed by
these two companies combined was approximately $1,000,000 to $1,300,000. This
amount was sufficient to allow AccuMed to continue its operations for only a few
months. Thus, the board determined that AccuMed would be unable to continue as a
stand-alone business and would have to liquidate AccuMed's remaining assets.
Thus, the board did not pursue these two initial expressions of interest to
purchase limited assets.

     AMPERSAND BACKGROUND. Peter P. Gombrich, Chairman of the Board and Chief
Executive Officer of Ampersand, founded AccuMed in 1994 and served as AccuMed's
Chairman of the Board, President and Chief Executive Officer until January 1998.
Leonard R. Prange, President, Chief Operating Officer and Chief Financial
Officer of Ampersand, joined AccuMed as its Chief Financial Officer in 1996 and
served in that capacity until December 1998.

     Mr. Gombrich resigned as Chairman of the Board and Chief Executive Officer
of AccuMed in January 1998 and as a director of AccuMed in May 1998. Mr.
Gombrich resigned because of a disagreement with the board of directors of
AccuMed over the development of the technology subsequently licensed to
Ampersand. Mr. Gombrich wanted to pursue the technology development process via
strategic partnering relationships between AccuMed and other medical technology
companies. The AccuMed board of directors chose to devote AccuMed's resources to
the development of other products. As part of his severance agreement, which was
entered into in September 1998, AccuMed granted Mr. Gombrich and InPath LLC,
which Mr. Gombrich formed in 1998, an exclusive license to certain of AccuMed's
patent applications and related technology. The license agreement required
payment of a license fee in five installments of $100,000 each on September 4,
1998, December 4, 1998, March 4, 1999, June 4, 1999, and September 4, 1999, a 7%
royalty, payable in minimum semi-annual payments of $500,000 each on September
4, 1999 and March 4, 2000, and March 4 and June 4, 2001; minimum quarterly
payments of $375,000 each on September 4, 2001 and December 4, 2001, March 4,
June 4, September 4, and December 4, 2002, and March 4, and June 4, 2003, and
minimum quarterly payments of $500,000 each beginning on September 4, 2003 and
each quarter thereafter until the minimum total payment of $5,000,000 is
reached. Thereafter, royalties were payable quarterly at the 7% rate.

     During the negotiation of his severance agreement, Mr. Gombrich also
discussed with Paul Lavallee, the Chairman of the Board and Chief Executive
Officer of AccuMed, the licencing of other AccuMed technology and purchase of
certain AccuMed assets, including the right to manufacture and distribute
technology related to AccuMed's AcCell instruments. The proposed license was to
cover exclusive and non-exclusive markets to be determined in negotiating the
definitive agreement. The letter of intent also called for Ampersand to purchase
AccuMed inventory of AcCell instruments and piece parts at cost. Ampersand was
only obligated to pay for piece parts, which were of a current engineering
revision status. Total consideration, including the license and the purchased
inventory, was estimated to be approximately $3 million, depending on the number
                                        26
<PAGE>   32

of instruments and inventory level of specified parts. In January 1999,
Ampersand presented a formal proposal and on March 9, 1999 Ampersand and AccuMed
signed a letter of intent relating to this license and purchase of assets. On
that date, Ampersand paid $100,000 to AccuMed in support of a no-shop clause in
the letter of intent. Ampersand and AccuMed were unable to reach a definitive
agreement primarily due to their inability to agree on a defined exclusive
market. When the business opportunities of the exclusive market proposed by
AccuMed were offset by the proposed license cost, the resultant revenue and
profit projections did not justify moving forward with the agreement. Ampersand
terminated the letter of intent on August 9, 1999 and forfeited the $100,000 no
shop clause payment.

     Ampersand did not make a $100,000 license fee payment and a $500,000
minimum royalty payment due on September 4, 1999 under the license agreement.
Ampersand's failure to make these payments was based on its contention that
AccuMed was not supporting or developing the license as anticipated in the
license agreement. At the time the license agreement was executed, AccuMed had
only preliminary patent applications in place covering the licensed technology.
These preliminary applications had very broad bases to cover the widest possible
applications. AccuMed was responsible for developing the preliminary
applications into more detailed final applications on which basis the ultimate
patent would be issued. When the patents covering the technology were actually
issued and provided to Ampersand, Ampersand believed that AccuMed had not
developed the applications to their fullest possible extent, thus reducing their
potential value, especially in the early years of the license when significant
royalty payments were required, and resulting in Ampersand having a lengthier
product development process. Both companies wished to avoid the cost of lengthy
litigation over the matter, since much of the dispute centered on short-term
rather than long-term issues.

     On September 23, 1999, AccuMed notified Ampersand of Ampersand's payment
default and on November 19, 1999 Ampersand notified AccuMed that Ampersand was
terminating the license agreement. The parties negotiated over the next several
months and, on March 29, 2000, Ampersand and AccuMed entered into a letter of
understanding resolving the license dispute. On that date, Ampersand paid
AccuMed $100,000 as a final license fee payment. On June 2, 2000, the parties
entered into an amendment to the license agreement, reducing the royalty rate
from 7% to 4% and eliminating the minimum royalty payments in the first four
years, but the $5,000,000 total minimum royalty payment over the life of the
license was not eliminated. In connection with this amendment, Ampersand (A)
paid AccuMed $500,000 in cash, (B) issued 128,000 shares of Ampersand common
stock to AccuMed, and (C) issued AccuMed a $100,000 convertible note due March
29, 2001, all as advance royalty payments. Payments by Ampersand under the
license agreement amount to $500,000 in cash covering the initial license fee
and $1,050,000, in advance royalty payments including $500,000 in cash and
Ampersand common stock with a stipulated value of $450,000. In addition, AccuMed
received a 2% interest in InPath LLC, which was later converted into common
stock of Ampersand. AccuMed owns 192,000 shares of common stock of Ampersand.
These shares will become treasury stock of Ampersand in the merger.

     MERGER NEGOTIATIONS

     On June 7, 2000, Mr. Gombrich sent Mr. Lavallee a letter proposing terms
under which Ampersand would acquire AccuMed stock or assets. The terms in the
letter, identified as being for discussion purposes only, were presented on a
broad basis whereby Ampersand would offer to acquire AccuMed through an exchange
of Ampersand common stock with a value of $10 million to $13 million dollars.
This valuation was subject to issues regarding AccuMed's outstanding
liabilities, options and warrants to purchase common stock, and limited
information available to Ampersand on the potential value of new technology and
license agreements entered into by AccuMed in 2000.

     On June 14, 2000, Mr. Lavallee sent Mr. Gombrich a letter indicating the
AccuMed board of directors was interested in pursuing negotiations towards an
offer involving an exchange of 1 1/2 shares of Ampersand common stock for each
share of AccuMed common stock. This proposal placed a value on AccuMed in excess
of $21 million based on the then current trading price of Ampersand's common
stock. Mr. Gombrich telephoned Mr. Lavallee to say that Ampersand could not
justify an exchange of stock valuing AccuMed at $21 million and was only willing
to pursue continued discussions based on a valuation approximating that in its
                                        27
<PAGE>   33

original letter of June 7, 2000. Mr. Lavallee indicated that if Ampersand made a
formal offer, he would bring it to AccuMed's board of directors for a full
discussion. On July 25, 2000, Mr. Gombrich sent Mr. Lavallee a draft term sheet
for a transaction in which Ampersand would acquire 100% of AccuMed's issued and
outstanding stock for $10 million to $12 million, in exchange for Ampersand
common stock, debt or debt convertible into common stock.

     After numerous telephone discussions, meetings between management of both
companies and delivery of additional information by AccuMed, Mr. Lavallee sent
Mr. Gombrich a memorandum which proposed a minimum valuation of $12 million and
a maximum valuation of $15 million for AccuMed. The valuation would increase
beyond the minimum if AccuMed obtained new proposed third party contracts. In
addition, the memorandum proposed that $2,000,000 of the consideration be in
cash with the balance in Ampersand common stock registered with the SEC for
resale.

     On August 25, 2000, Mr. Gombrich sent Mr. Lavallee a draft letter of
intent, which proposed that the contemplated transaction be structured as a
merger of Ampersand into AccuMed. The draft letter of intent proposed that
AccuMed would issue sufficient new shares of common stock to approximate a $12
million to $15 million value of AccuMed relative to an Ampersand valuation,
based on the market price of Ampersand outstanding common stock for 20 trading
days prior to closing. The draft letter of intent included other terms and
conditions similar to those proposed by Mr. Lavallee in his August 25, 2000
memorandum.

     On September 13, 2000, Ampersand sent AccuMed a formal letter of intent
similar in all material aspects to the draft submitted on August 25, 2000. Mr.
Lavallee indicated in a September 14, 2000 letter to Mr. Gombrich, that the
AccuMed board of directors had found the September 13, 2000 proposal initially
acceptable subject to certain requested changes.

     Both parties agreed to a final term sheet on September 22, 2000. That term
sheet provided, among other things, for the merger of Ampersand into AccuMed
with Ampersand stockholders owning approximately 89% of the combined company,
which is the same percentage as the Ampersand stockholders will have after
completion of the present transaction; a valuation of $12 million for AccuMed; a
$2,000,000 loan to AccuMed due at the signing of a definitive agreement; and a
$300,000 advance on that loan. Ampersand required that, before completing the
merger, AccuMed must terminate Mr. Lavallee's professional services agreement
through which he has served as AccuMed's Chairman and Chief Executive Officer.
The agreement entitled AccuMed to terminate Mr. Lavallee's services without
cause if AccuMed pays him cash equal to 12 months' salary. AccuMed's board of
directors approved the agreement termination and payment of the required fee
during the same board meeting in which it approved the merger agreement. Mr.
Lavallee agreed to continue to serve as Chairman and Chief Executive Officer of
AccuMed until the merger is completed under the same terms as the terminated
agreement.

     While Ampersand's attorneys were drafting a definitive agreement, AccuMed's
stock was delisted by the NASDAQ SmallCap Market at the end of November 2000.
NASDAQ delisted AccuMed's common stock from the SmallCap Market because the
stock's bid price was below NASDAQ's $1.00 per share minimum bid price and
NASDAQ was not satisfied with AccuMed's proposed plan to increase its bid price.
Also, during that time, the market value of both companies deteriorated.
Throughout the quarter prior to the acquisition announcement, the common stock
of Ampersand had traded in a range between $2.00 and $3.50 per share. However,
AccuMed's common stock was trading at less than $1.00 per share and AccuMed had
received notice from NASDAQ that it did not meet the minimum trading price
requirement to remain listed on the SmallCap Market. Once AccuMed lost its
NASDAQ SmallCap Market listing in November 2000, the trading price of its common
stock dropped to less than $0.25 per share.

     Termination of September 22, 2000 Letter of Intent. Ampersand's stock began
a steady decline after the announcement of the letter of intent. At the
beginning of December, Ampersand's stock price was less than $1.00 per share.
Accordingly, Ampersand proposed renegotiating the terms of the letter of intent.
Ampersand formally terminated the letter of intent on December 7, 2000, but Mr.
Gombrich stated he was still interested in a merger but under revised terms.
Ampersand terminated the letter of intent because it could no longer justify the
potential 30% dilution resulting from a merger with AccuMed based on a $12
million valuation. At the time the letter of intent was executed, the
anticipated transaction would have resulted in Ampersand
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issuing approximately 3 million shares of stock valued at approximately 10% of
the value of Ampersand. Ampersand also anticipated that its stock would increase
in value because of advancements in the development of its products. Ampersand
did not anticipate the severe selling pressure on its stock, which began to
occur immediately after the announcement of the letter of intent. When AccuMed
failed to maintain its NASDAQ SmallCap listing its stock price also declined,
AccuMed's board of directors directed Mr. Lavallee to move forward with
negotiations and continued discussions with Mr. Gombrich. Mr. Gombrich made a
final offer to acquire 100% of AccuMed common and preferred stock for 4,000,000
shares of Ampersand common stock in December 2000. Negotiations continued and
Ampersand loaned AccuMed an additional $30,000 on December 29, 2000.

     Merger Agreement. On February 7, 2001, the merger agreement was signed.
Amendment No. 1 to the merger agreement was executed on May 10, 2001. This
amendment merely extended the merger closing date and extended Ampersand's
obligation to loan AccuMed funds at a minimum of $100,000 to a maximum of
$225,000 monthly until closing.

     Amendment No. 2, dated August 7, 2001, to the merger agreement relates to
the vote on the merger of AccuMed's Series A Convertible Preferred Stockholders.
The Certificate of Designation under which the rights and preferences of
AccuMed's Series A Convertible Preferred Stock were created provides that, upon
liquidation of AccuMed, the holders of the Series A Convertible Preferred Stock
will be entitled to a cash payment equal to $4.50 per share, plus any accrued
but unpaid dividends. That certificate also provides that a merger, such as the
proposed Ampersand merger, is a liquidation and that a majority of the holders
of shares of AccuMed Series A Convertible Preferred Stock can waive their
liquidation preference. Ampersand and AccuMed agreed that waiver of the
liquidation preference would be a prerequisite to execution of the merger
agreement. Accordingly, in January 2001, before the merger agreement was
executed, AccuMed requested the holders of its Series A Convertible Preferred
Stock to waive the liquidation preference that would be triggered by the
Ampersand merger. A majority of the holders of AccuMed's Series A Convertible
Preferred Stock agreed to the waiver and, therefore, the waiver became
effective. In connection with AccuMed's request, AccuMed told the holders of its
Series A Convertible Preferred Stock that, if the waiver was obtained, the
merger agreement would be executed. AccuMed also said in its request that it
would solicit proxies from the holders of the Series A Convertible Preferred
Stock, voting as a separate class, for use in regard to approval of the merger
at the AccuMed stockholders meeting. Although in the view of management of both
AccuMed and Ampersand the vote of the holders of the AccuMed Series A
Convertible Preferred Stock with respect to the Ampersand merger is not required
by Delaware corporate law, in light of AccuMed's statement to the holders of its
Series A Convertible Preferred Stock that they would have such a vote, Ampersand
and AccuMed determined that, to avoid any argument by a holder of AccuMed Series
A Convertible Preferred Stock that he was denied a right to vote, and to avoid
any confusion as to whether such vote was necessary, it would be appropriate to
adopt Amendment No. 2 to the merger agreement, which amendment makes the
necessity of their vote explicit.

     At the time of the signing of the merger agreement on February 7, 2001, the
price of Ampersand's common stock was approximately $1.50 per share, which would
result in an exchange value of $6 million. In addition, Ampersand was obligated
to lend AccuMed $800,000 ($470,000 at signing and $330,000 loaned in 2000) and
provide additional loans to fund AccuMed operations until closing. Based on the
original estimated closing date, the total amount of the loans would reach
$1,475,000. These loans would not be repaid in the merger. The amendment to the
merger agreement signed in May 2001, requires Ampersand to continue to make
loans to AccuMed to be used for operating purposes. In addition, Ampersand is
required to issue Series A Convertible Preferred Stock, which has a liquidation
preference of approximately $2.5 million that was not contemplated in the
September 22, 2000 letter of intent.

     The merger negotiations were concluded and the final merger agreement was
signed based on Ampersand's final offer of 4,000,000 shares of Ampersand's
common stock. The boards of directors of both companies were fully aware of the
volatility of the trading price of Ampersand's common stock. Based on this
volatility, the value of the transaction might increase or decrease in the time
between the signing of the merger agreement and the closing of the merger. In
addition, Ampersand's board of directors believes that the market value of both
companies have declined proportionately. On September 22, 2000, the closing
price of
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Ampersand's common stock on the Over-The-Counter Bulletin Board was $2.8125 per
share and the closing price of AccuMed's common stock on the Nasdaq SmallCap
Market as of the same date was $0.5625 per share, a comparative ratio of 5 to 1.
The total market capitalization value of Ampersand at September 22, 2000 was
approximately $84.5 million and the total market capitalization of AccuMed as of
the same date was approximately $3.2 million, a comparative ratio of
approximately 26 to 1. On February 6, 2001, the date preceding the signing of
the definitive merger agreement, the closing price of Ampersand's common stock
on the Over-The-Counter Bulletin Board was $1.50 per share and the closing price
of AccuMed's common stock on the Over-The-Counter Bulletin Board, AccuMed's
common stock having been delisted from the Nasdaq SmallCap Market, as of the
same date was $0.25 per share, a comparative ratio of 6 to 1. The total market
capitalization value of Ampersand on February 6, 2001 was approximately $45.3
million and the total market capitalization of AccuMed as of the same date was
approximately $1.4 million, a comparative ratio of approximately 32 to 1.
AccuMed's stockholders' percentage of ownership in the combined company remains
approximately the same in the final merger agreement as it would have been under
the original September 22, 2000 term sheet.

     Ampersand has committed to issue additional shares of common stock to
holders of options and warrants to purchase shares of AccuMed common stock if
those options or warrants are exercised after the merger. Ampersand would
receive the cash proceeds from the exercise of these options and warrants.
Ampersand believes that the exercise proceeds will provide adequate
consideration of the issuance of any additional shares and would not have an
effect on the initial valuation of AccuMed.

     REASONS FOR THE MERGER

     ACCUMED REASONS FOR THE MERGER

     Raising Additional Capital is not a Viable Option. AccuMed's board believes
that it is not possible for AccuMed to raise new capital on acceptable terms.
From October 1996 through March 1998, AccuMed raised substantial capital through
public and private sales of its common stock, convertible notes, preferred stock
and warrants. In early 2000, AccuMed made inquiries to investment bankers and
individual investors with high net worth as to the possibility of AccuMed
raising capital by selling its securities. These persons advised AccuMed that
they were not interested in purchasing AccuMed securities then because of the
lack of market demand for AccuMed's products, and that AccuMed continued to be a
research and development company with no indications of achieving profitable
operations in the foreseeable future.

     AccuMed's board has evaluated three key circumstances that they deem to
further reduce AccuMed's ability to sell new securities on favorable terms.
First, AccuMed's common stock has traded below $0.72 per share since AccuMed
entered into the original letter of intent with Ampersand on September 22, 2000.
Second, at the end of November 2000, NASDAQ delisted the common stock from the
SmallCap Market for failure to meet the minimum $1.00 per share bid price.
Third, AccuMed's independent auditors included an explanatory paragraph in their
opinion on AccuMed's financial statements for the year ended December 31, 2000
to indicate there is substantial uncertainty whether AccuMed will be able to
continue as a going concern. Additionally, AccuMed's two largest stockholders,
director Robert Priddy and Bellingham Capital Industries, which invested through
private security sales by AccuMed, advised the board that they would not make
any new investments in AccuMed.

     Merger with Ampersand is a Preferable Alternative to Liquidation for Common
Stockholders. AccuMed's board believes that liquidation is the only alternative
to completing the merger with Ampersand. If liquidation is necessary, AccuMed
will contact the companies that it contacted during its search for a merger
partner prior to agreeing to the Ampersand merger to determine if any of them
are interested in purchasing any AccuMed assets at that time. Legally, AccuMed
is obligated to use the first proceeds from the sale of all its assets to
satisfy its debt, trade payables and other accrued liabilities, including
obligations of its litigation settlement agreement with Merrill Corporation.
When these expenses are added to the legal, accounting and other operational
expenses related to winding-down the business, management estimates that the
first set of required payments would total approximately $3,186,000, if AccuMed
is able to sublease its office space, to $3,535,000, if AccuMed must pay the
full lease obligation, as projected at August 7, 2001. This amount would

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<PAGE>   36

increase by the amount of any additional loans that Ampersand makes to AccuMed
pursuant to the merger agreement. AccuMed is required to apply any remaining
liquidation proceeds second to satisfy the liquidation preference of the
outstanding AccuMed preferred stock, which is $2,576,183 at August 7, 2001.
Thus, AccuMed would need to satisfy approximately $5,762,183 to $6,111,183 of
obligations before any liquidation funds could be paid to common stockholders.
AccuMed's board is unable to estimate the total amount of proceeds that AccuMed
might obtain upon liquidation of all assets. If the Ampersand merger is
completed, Ampersand will assume all AccuMed's liabilities, and AccuMed's common
stockholders will receive Ampersand common stock and the possibility of
increased value in their investment.

     Ampersand's Agreement to Fund AccuMed Operations Pending Merger. In
addition to the consideration discussed above, during the course of its
deliberations, the AccuMed board reviewed and considered the following factors.
In the merger agreement, Ampersand committed to loan AccuMed $800,000 upon
signing the merger agreement and an additional $225,000 per month until the
merger is completed or terminated by the original deadline of May 31, 2001.
These funds have allowed AccuMed to continue its operations to date, rather than
liquidating. When the parties realized they would be unable to complete the
merger by May 31, 2001, Ampersand agreed to extend the closing deadline until
September 30, 2001. Ampersand also agreed to extend its obligation to lend
AccuMed funds to support its operations monthly from June 1 through September 1,
2001. This extension through the amendment to the merger agreement is providing
funds to allow AccuMed to continue its operations through September 30, 2001.

     AccuMed Board's Deliberations and Recommendation; No Fairness
Opinion. AccuMed's board members collectively have served approximately 50 years
on boards of directors of public, small cap companies. In this capacity,
AccuMed's board members have evaluated many major corporate transactions like
mergers. AccuMed's board chose not to expend the significant amount of funds
required to obtain a fairness opinion in which an independent financial advisor
would have advised the board as to the fairness of the consideration to be
provided AccuMed's stockholders in the Ampersand merger. Management estimates
that the cost would have been extremely high relative to AccuMed's minimum
monthly operating expenses as covered by loans made by Ampersand under the
merger agreement. AccuMed's board conducted a comparative analysis of the two
options available to it (1) the Ampersand merger, and (2) selling AcCell
inventory and some patents for possible total consideration of approximately
$1,000,000 to $1,300,000, and liquidating the remaining assets and winding-up
AccuMed's business. The AcCell inventory and patents that the two parties were
interested in purchasing represent the core value and substantially all of
AccuMed's total assets. Thus, the board believed that a total asset liquidation
would not generate proceeds anywhere near the minimum of $5,762,183 required to
satisfy obligations senior to the common stockholders. Therefore, the board
concluded that AccuMed would be unable to make any payment to common
stockholders following a liquidation. On the other hand, the Ampersand merger
will provide Ampersand common stock to the AccuMed stockholders. Ampersand was
firm in advising AccuMed that the 4,000,000 Ampersand shares was Ampersand's
best and final offer for merger consideration. The AccuMed board believes the
Ampersand merger represents the best opportunity it could obtain for the common
stockholders. The board did not conduct any other types of analyses in
determining that the 4,000,000 Ampersand shares is the appropriate amount of
consideration for the merger. The AccuMed board believes that the Ampersand
merger is the only alternative to liquidation, and that the merger offers the
common stockholders the only opportunity to increase the value of their current
investment in AccuMed stock.

     After Ampersand terminated the letter of intent on December 7, 2000, the
parties renegotiated terms of the merger, including that Ampersand would be the
surviving company rather than AccuMed. AccuMed's board realized that the
previous advantage to Ampersand of becoming a NASDAQ SmallCap traded company as
a result of the initially planned structure of merging into AccuMed was lost
when AccuMed's common stock was delisted at the end of November 2000. The most
significant change in the consideration from the September 22, 2000 letter of
intent to the current merger agreement for AccuMed common stockholders is that
the percentage of equity they would hold upon completing the merger was no
longer determined by reference to each company's stock trading price at closing.
AccuMed's board considered the risk that it and the stockholders could not
predict how the trading value of the Ampersand stock price might change between
signing the merger agreement and closing the merger. However, the AccuMed board,
after

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considering all of the background information and factors described above,
believes that completing the merger with Ampersand on the terms described in
this proxy statement-prospectus is in the best interest of AccuMed's common
stockholders and is preferable to the alternative of liquidation.

     At a meeting held on February 5, 2001 and by written consents dated May 10,
2001 and August 7, 2001, AccuMed's board of directors unanimously approved the
merger agreement and Amendments No. 1 and 2, respectively, and recommends that
stockholders vote in favor of the merger and merger agreement, as amended.

     This discussion of the information and factors considered by AccuMed's
board is not intended to be exhaustive but includes all material factors
considered by the board. In view of the variety of factors considered in
connection with its evaluation of the merger, AccuMed's board did not find if
practicable to, and did not, quantify or otherwise assign relative weights to
the specific factors considered in reaching its determination. Individual
members of AccuMed's board may have given different weights to the different
factors.

     AMPERSAND'S REASONS FOR THE MERGER

     Broadly, both companies are in the cancer detection and screening segment
of the medical technology marketplace. Both companies have the same laboratory
customer base in the U.S. Ampersand will use AccuMed instruments directly in
certain of its InPath System products. Both companies have product applications,
which are used as adjunctive clinical tests to assist a clinician in the
diagnosis and treatment of disease. Both companies sell these products to
laboratories. Both companies are expanding this phase of their product lines
beyond the area of cervical cancer screening. Both companies have plans to
develop a product for lung cancer screening. AccuMed has a product used in the
screening of urology specimens for DNA analysis. Ampersand is developing such a
product with a strategic partner.

     AccuMed has contracts with a medical diagnostics company and a large
laboratory to deliver instruments and software that perform image analysis of
cellular material. AccuMed's image analysis software is similar to that marketed
by Samba in Europe and the United States. Samba software engineers can support
the AccuMed development team and accelerate delivery of products under these
contracts. Ampersand estimates that the combined company could produce in excess
of $1,000,000 in revenue from these contracts during the remainder of the year,
and in excess of $2,000,000 during 2002. Ampersand will also offer its products
and services, especially those products offered by Samba, to existing AccuMed
customers. Ampersand anticipates additional revenues will be produced from the
sale of its products to those customers during the remainder of 2001 and in
2002. Ampersand can also provide its products to those customers based on the
relationships already established by AccuMed. This combination should lead to
improved revenue and profit opportunities.

     The license agreement requires Ampersand to pay AccuMed a royalty equal to
4% of all of Ampersand's revenue. By combining the two companies, Ampersand
eliminates the royalty payments, which will have a direct positive effect on
both future operating results and cash flows. The original license required
$5,000,000 in minimum royalty payments over the first four years of the license
regardless of actual revenue generated from the sale of products. The amended
license agreement requires that the $5,000,000 minimum be paid within the
twenty-year life of the license. Ampersand anticipates that it would be required
to pay a considerably larger amount over the life of the license based on a 4%
royalty on all Ampersand consolidated net revenues. Ampersand will save royalty
expense for 2001 and beyond by the elimination of the 4% royalty payment due to
AccuMed on all Ampersand revenue.

     Ampersand intends to consolidate operations of both companies into one
location, eliminating rent and occupancy related costs of AccuMed approximating
$250,000. AccuMed's occupancy costs were approximately $279,000 in 2000, and
$60,000 in the first quarter of 2001. Ampersand's occupancy costs for similar
periods were approximately $119,000 and $118,000, respectively, the latter
amount representing an expansion of leased space. Ampersand will also
consolidate functions related to legal, financial, public reporting, investor
relations and insurance, which will eliminate duplicate costs approximating an
additional $250,000. In 2000, AccuMed's costs related to public company issues
were approximately $75,000 for legal services, $270,000 for accounting services,
and $195,000 for investor relations, insurances, and other related costs. For
the first three
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months of 2001, AccuMed's costs for these same functions amounted to
approximately $110,000 on a combined basis. In 2000, Ampersand's costs related
to public company issues were approximately $75,000 for legal services, $114,000
for accounting services, and $280,000 for investor relations, insurance and
other related costs. For the first three months of 2001, Ampersand's costs for
these same functions amounted to approximately $120,000 on a combined basis.
Current AccuMed personnel moving to Ampersand will be employed primarily in
revenue producing functions, and their compensation costs will be included in
cost of sales and offset by revenues produced. Finally, AccuMed's chief
executive officer will not continue with the combined company after the merger,
thereby eliminating approximately $400,000 in costs. Ampersand anticipates that
revenues from the sales of AccuMed products and services will increase from
current levels as initial deliveries of products are made under existing AccuMed
contracts and new contracts for AccuMed products are signed.

     Ampersand's royalty expense under the AccuMed license amounted to $44,000
in 2000. Ampersand's royalty expenses for 2001, assuming the merger does not
take place, are budgeted at $125,000, including $27,000 for the six months ended
June 30, 2001. Ampersand's royalty expenses based on internal revenue
projections for 2002, assuming the merger does not take place, would amount to
approximately $600,000.

     Ampersand intends to consolidate the operations of both companies into one
location, thus eliminating significant rent expenses. Ampersand will have only
one set of costs related to public reporting and other public company related
costs such as transfer agent fees, legal costs and independent audit costs.
AccuMed's chief executive officer will not continue with the combined company
after the merger. Ampersand will also benefit from the revenues produced by
existing AccuMed contracts to offset any additional expenses incurred.

     As mentioned above, Peter Gombrich, the founder and Chief Executive Officer
of Ampersand, was the founder of AccuMed and its Chief Executive Officer until
January 1998. Leonard Prange, President, Chief Operating and Chief Financial
Officer of Ampersand was the Chief Operating and Chief Financial Officer of
AccuMed from September 1996 until December 1998. Several of Ampersand's other
employees have also had associations in the past with AccuMed. AccuMed's current
Vice President of Software Development was appointed Senior Vice President
Engineering of Ampersand. The two companies currently share his time and related
payroll costs. AccuMed's current Senior Image Scientist will assume a similar
position with Ampersand after the merger. Both of these positions are senior
management positions within Ampersand. The combination of these factors, along
with Ampersand's knowledge of products, markets and customers, will help to
quickly integrate the operations of the two companies, as well as offer
significant opportunities to enhance stockholder value.

     Ampersand also believes that if another company acquires AccuMed, that
company may be unwilling to supply instruments and products to Ampersand in the
future.

     Ampersand's management reviewed information concerning revenue and profit
potentials of AccuMed's existing customer contracts as well as pending
developments on new contracts. Ampersand management also reviewed early stage
contact information with potential AccuMed customers to determine new revenue
potentials. Ampersand management reviewed AccuMed's instrument inventory
information to determine the potential cost to meet current customer
requirements. In addition, Ampersand management reviewed the intangible benefits
that AccuMed's instrument inventory would provide to the clinical trial process,
by offering the opportunity to use a larger number of instruments at more sites
to speed the process of the trials. Ampersand management has also determined
that after the merger it should be able to market outside the U.S., and within
the U.S. after Food and Drug Administration clearance, an InPath System
slide-based test using an AcCell as a platform and drawing instruments from
inventory. Lastly, Ampersand determined that new market opportunities could be
provided by the integration of AccuMed and Samba software products.

     Ampersand's board of directors believes that a fairness opinion prepared by
an independent investment advisor would generally include the following
analyses: markets for newly acquired products; product development streams;
current and future revenue opportunities; potential cost savings via
consolidation or synergy of operations; and, discounted cash flow related to the
risks of achieving the future revenues and cost savings benefits. An independent
investment advisor might also include analyses of comparable companies or
comparable transactions in the preparation of a fairness opinion.
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     Ampersand's board of directors believes that its evaluation of the proposed
merger transaction with AccuMed involves unique and significant issues,
including the license agreement between the parties and the integration of
instruments manufactured by AccuMed into Ampersand's clinical trial programs for
the slide-based-test and the final slide-based test products. For these reasons
Ampersand's board of directors believes that there are no comparable
transactions with a public company. Ampersand's board of directors did take into
consideration the fact that the original transaction proposed by Ampersand in
the September 22, 2000 term sheet, in terms of ownership of the post-merger
company, was similar to the proposed merger agreement between AccuMed and
Microsulis Corporation, when adjusted for the fact that the Ampersand board of
directors believes that Ampersand has a higher valuation potential because of
its products and market opportunities.

     Ampersand's board of directors relied on discussions with Ampersand's
management regarding market opportunities for AccuMed's products. Ampersand
operates in the same business sector as AccuMed, cancer detection and
diagnostics, addresses the same customer base, and management has direct
experience with AccuMed's products through its past affiliation with AccuMed.
Ampersand's board of directors believes that AccuMed's current contracts with
customers, contracts in negotiations, and the integration of AccuMed products
with those of Ampersand and Samba present significant new market, revenue, and
profit opportunities. Ampersand's board of directors discussed the focus of
AccuMed's new product development with Ampersand's management, and determined
AccuMed was developing products to serve specific cancer screening and
diagnostic market sectors, some of which are similar to those intended by
Ampersand's product development path. Ampersand's board of directors determined
that integration of the product development process would be beneficial to the
post-merger company. Ampersand's board of directors also determined, after
discussions with Ampersand's management, that access to AccuMed instruments
would reduce the cost and completion time of clinical trials on certain
Ampersand products. Ampersand's board of directors reviewed information related
to revenues, costs, and profitability of current AccuMed customer contracts as
well as those pending completion of negotiations, and determined that revenues
and profits produced by those contracts, would be beneficial to Ampersand.
Finally, Ampersand's board of directors relied on discussions with Ampersand's
management regarding potential savings, which could be achieved through
consolidation or synergy of operations. Ampersand's board of directors
determined that significant reductions in AccuMed's current operating costs
could be achieved in terms of both facilities and personnel. Ampersand's board
of directors also reviewed the terms of the license agreement between the
parties and determined that if Ampersand met its current business plans,
significant cash royalty payments would be due to AccuMed.

     Ampersand's board of directors did not review a formal discounted cash flow
analysis. Instead, Ampersand's board of directors relied on discussions with
Ampersand's management and believes that such discussions and its own analyses
and review of all of the above factors on a cumulative financial basis fulfilled
the same process as a fairness opinion. Based on the significant business and
financial experience of the board of directors, which includes medical
professionals who are actively engaged in the analysis and due diligence
processes related to the valuation of medical technologies, including experience
in merger and acquisition transactions, the board of directors decided that it
was not necessary to incur the expense of obtaining an independent fairness
opinion, and relied on its own judgement in determining a valuation for the
merger.

     The Ampersand board of directors considered all of the above factors in
determining the level of consideration to be offered. Also included in their
determination was the relative trading price volatility of Ampersand's common
stock, the amount of potential dilution to existing Ampersand stockholders
versus the benefits derived, and finally the impact of the issuance of shares of
Series A Convertible Preferred Stock, and their related liquidation preference,
to AccuMed's preferred stockholders.

     There are many opportunities for product integration. Ampersand may combine
certain of its product applications with those of AccuMed and it may discontinue
others. Ampersand currently has no intention of eliminating any existing AccuMed
product other than through the normal process of generational development.

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     ADDITIONAL COMBINED COMPANY ADVANTAGES CONSIDERED BY ACCUMED AND AMPERSAND

     In addition to the factors considered separately by AccuMed and Ampersand
described above, each of Ampersand and AccuMed believe the merger will have the
following benefits for the combined company:

     - Ampersand has a need for much of AccuMed's intellectual property and
       related instruments to use in systems for FDA clinical trials as well as
       other market needs. Ampersand will use AccuMed's AcCell instruments in
       its InPath System slide-based test product. It will use the instruments
       in the conduct of clinical trials of the Cocktail cervical cancer
       screening product. It will plan to sell the instruments outside of the
       U.S. for use in active screening programs using the InPath System,
       including the Cocktail and the InCell HPV test. Ampersand's Samba
       software products will be combined with AccuMed's AcCell Savant
       instrument and related software to enhance existing applications and
       develop new ones. Ampersand intends to actively pursue the uses for
       AccuMed technology and intellectual property outside of the U.S.

     - Combining the technological resources and scientific knowledge of both
       companies may allow the combined company to develop other products at a
       more rapid pace than would be possible for either company without the
       merger.

     - The merger should strengthen the combined company's technological
       expertise in the areas of new applications of both AccuMed's platform
       technology and Ampersand's products.

     - Combining the intellectual properties and collaboration among both
       companies' personnel who create and manage the intellectual property may
       lead to greater expansion of the existing intellectual property. This may
       also result in more comprehensive product applications of the
       intellectual property.

     - The combined company can operate more efficiently than either company
       could operate as a separate business.

MERGER CONSIDERATION

     The number of shares of Ampersand common stock each AccuMed common
stockholder will receive for each share of AccuMed common stock that the
stockholder owns will be determined at the time of the merger by adding the then
outstanding number of shares of AccuMed common stock to the number of the shares
of AccuMed common stock issuable upon the conversion of AccuMed preferred stock,
and dividing the total number into 4,000,000 shares of Ampersand common stock.
Therefore, the final ratio will not be known at the time the AccuMed
stockholders vote on the merger. Using that formula, as of February 7, 2001, the
date the merger agreement, was signed, and as of August 22, 2001, AccuMed's
stockholders would have received .6552 of a share of Ampersand common stock for
each share of AccuMed common stock owned on those respective dates. The exercise
or conversion prices for AccuMed's options, warrants and convertible note are
significantly higher than the recent sales prices for AccuMed's common stock.
Therefore, AccuMed's management believes that it is highly unlikely that holders
of these securities will exercise them before the merger. Thus, AccuMed's and
Ampersand's management believe it is highly likely that the final exchange ratio
will remain at .6552 per share.

     In the merger, Ampersand will issue one share of its Series A Convertible
Preferred Stock for each share of AccuMed Series A Preferred Stock outstanding.
In that each share of AccuMed Series A Convertible Preferred Stock is
convertible into .6667 of a share of AccuMed common stock and in the merger each
share of AccuMed common stock will be exchanged for .6552 of a share of
Ampersand common stock subject to the possible adjustment of the exchange ratio,
each share of AccuMed Series A Preferred Stock will be convertible into .4368 of
a share of Ampersand common stock.

     If all of the shares of AccuMed Series A Convertible Preferred Stock are
converted into AccuMed common stock prior to the merger, then Ampersand will
issue all 4,000,000 shares of its common stock and no shares of its Series A
Convertible Preferred Stock.

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<PAGE>   41

AMPERSAND REVERSE STOCK SPLIT

     On May 24, 2001, Ampersand's stockholders approved a one-for-three reverse
split of Ampersand's common stock. In the reverse split, each three shares of
Ampersand's common stock will be reclassified and converted into one share of
common stock. Fractional shares will not be issued. Instead, Ampersand
stockholders will be entitled to receive a cash distribution, without interest,
in lieu of any fractional shares. Because the split will reduce the number of
outstanding shares of Ampersand common stock by two-thirds, the number of shares
of Ampersand common stock each AccuMed stockholder receives in the merger will
eventually be reduced by two-thirds. However, each common stockholder of AccuMed
will own the same percentage of the outstanding shares of common stock of
Ampersand after the reverse stock split as the stockholder would have owned if
the split did not take place.

     The reverse split will become effective sometime after the closing of the
merger. The timing of the reverse split will depend on several factors, such as
the possible listing of Ampersand common stock on The American Stock Exchange,
the results of the negotiations by Ampersand's investment bankers in regard to
Ampersand's future financings and business alliances and the expense and effort
required to be expended in completing the reverse split.

     One of the principal reasons for seeking stockholder approval to effect a
one-for-three reverse stock split was to increase the per share price of the
Ampersand common stock. Although the Ampersand directors never expected the
resulting price of a post-split share to be exactly three times the price of a
pre-split share, they nevertheless hoped it would be enough to meet or exceed
the minimum price required for listing on The American Stock Exchange. More
importantly, the directors also anticipated that in order for Ampersand to
successfully apply for listing on The American Stock Exchange, Ampersand would
have to successfully conclude its proposed merger with AccuMed. If the merger
were not to be successfully concluded, there would be less reason for going
forward with the reverse split and the directors might then decide to seek
authorization from the Ampersand stockholders to abandon the reverse split
altogether. Thus, the Ampersand directors have determined that it would not be
appropriate for Ampersand to give effect to the previously approved reverse
split prior to consummation of the merger with AccuMed.

     Consideration was also given to the possibility that if the merger is not
successfully concluded, the directors might still determine to give effect to
the reverse split in the hope that the per share price will nevertheless
increase enough to attract additional investors and/or new business partners.
However, Ampersand management believed that it might be necessary to delay the
reverse split until such time as Ampersand had positive news to report, thus
making it more likely that the reverse split would have the desired effect in
the marketplace.

     When soliciting the proxies of its stockholders in connection with the vote
to approve the reverse stock split, Ampersand stated that it would implement the
split, if approved, as soon as practicable. However, for all of the reasons
stated above, the Ampersand directors do not believe it is yet practicable to
give effect to the reverse stock split. Furthermore, because the proposal
approved by the stockholders of Ampersand did not impose a deadline with respect
to effecting the reverse split, the directors do not believe that the delay in
implementing the reverse split is inconsistent with the approval itself or with
the stockholders' expectations in regard to such implementation. The resolution
approving the amendment to Ampersand's Certificate of Incorporation to effect
the proposed one-for-three reverse stock split provides that the filing of the
amendment with the Secretary of State of Delaware shall be made at such time as
the board of directors of Ampersand shall determine is advisable. Accordingly,
there has been no time limit placed on the implementation of the reverse split
and the directors believe they are able to effect such split at a time that is
appropriate and practicable in the exercise of their best business judgment,
which judgment the directors of a Delaware corporation are required to exercise
in order to properly discharge their fiduciary duties to the stockholders of the
corporation. Furthermore, the directors are unaware of any statutory or case law
requirement fixing a specific time period within which an amendment to the
certificate of incorporation of a Delaware corporation must be filed with the
Delaware Secretary of State once it has been approved by the stockholders of the
corporation. However, in the event that the reverse split has not been
implemented by the time notice of Ampersand's 2002 Annual Meeting of
Stockholders is required to be given, the directors intend to place on the
ballot for such meeting either a proposal to reconfirm or a proposal to abandon
the reverse stock split.

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<PAGE>   42

TREATMENT OF ACCUMED STOCK OPTIONS

     At August 7, 2001, there were options outstanding for 836,515 shares of
AccuMed common stock. At the time the merger becomes effective, each AccuMed
stock option will become an option to purchase the number of shares of Ampersand
common stock that would have been received by the holder of such option in the
merger had the option been exercised in full for shares of AccuMed common stock
immediately prior to the time the merger becomes effective, on the same terms
and conditions under the relevant option as were applicable immediately prior to
the time the merger becomes effective, except the exercise price per share will
be adjusted by any change in the exchange ratio discussed above. Ampersand will
register the shares to be issued pursuant to these options under the Securities
Act of 1933, as amended.

TREATMENT OF ACCUMED WARRANTS

     At August 7, 2001, AccuMed had warrants outstanding to purchase 1,721,914
of shares of its common stock. At the time the merger becomes effective, each
AccuMed warrant will become a warrant to purchase the number of shares of
Ampersand common stock that would have been received by the holder of such
warrant in the merger had the warrant been exercised in full for shares of
AccuMed common stock immediately prior to the time the merger becomes effective,
on the same terms and conditions under the relevant warrant as were applicable
immediately prior to the time the merger becomes effective, except the exercise
price per share will be proratably adjusted by changes in the exchange ratio as
discussed above.

TREATMENT OF ACCUMED CONVERTIBLE NOTE

     At August 7, 2001, AccuMed had an outstanding note which was convertible
into 56,411 shares of its common stock. At the time the merger becomes
effective, this AccuMed note will become a convertible note of Ampersand and
will be convertible into the number of shares of Ampersand common stock that
would have been received by the note holder in the merger had the holder of the
note converted the note in full for shares of AccuMed common stock immediately
prior to the time the merger becomes effective on the same terms and conditions
under the note as were applicable immediately prior to the time the merger
becomes effective.

APPRAISAL RIGHTS OF DISSENTING STOCKHOLDERS

     The steps which you must take if you are an AccuMed stockholder and you
wish to exercise appraisal rights with respect to the merger are described in
this section. The description is not complete. You should read Section 262 of
the Delaware General Corporation Law which is attached to this document as
Appendix II. Failure to take any one of the required steps may result in
termination of your dissenter's rights under the Delaware General Corporation
Law. If you are considering dissenting, you should consult your own legal
advisor.

     To exercise rights of appraisal, you must satisfy five conditions:

     - you must be a stockholder of record on the date of your demand and you
       must continue to be the record owner until the merger is completed;

     - you must not vote in favor of the merger;

     - you must deliver a written demand for appraisal of your shares before the
       vote on the merger;

     - within four months after the merger is completed, you must file a
       petition in court for a determination of the fair value of your stock;
       and

     - if the court requests, you must send the court your certificates of
       AccuMed common stock so it can be noted on the certificates that demand
       for appraisal has been made.

     The following is a more detailed description of the conditions you must
satisfy to perfect your appraisal rights.

     1. MUST BE A STOCKHOLDER OF RECORD. To be entitled to appraisal rights, at
the time of your appraisal demand you must be the record owner of the shares of
AccuMed common stock or AccuMed Series A
                                        37
<PAGE>   43

Convertible Preferred Stock for which you are making the demand. You must
continue to be the record owner until the merger is completed. If you have a
beneficial interest in AccuMed stock which is held of record in the name of
another person, you must act promptly to cause the stockholder of record to
follow the steps described below.

     2. NO VOTE IN FAVOR OF THE MERGER. If you are a common stockholder, you
must not vote your shares in favor of the approval and adoption of the merger
agreement and approval of the merger. This requirement will be satisfied:

     - If a properly executed proxy is submitted with instructions to vote
       against the merger or to abstain from this vote.

     - If you revoke a proxy and later vote against the merger or abstain from
       this vote.

A VOTE FOR THE MERGER IS A WAIVER OF YOUR APPRAISAL RIGHTS. A proxy that is
returned signed but on which no voting preference is indicated will be voted in
favor of the merger agreement and will constitute a waiver of your appraisal
rights. Failure to vote does not constitute a waiver of your appraisal rights.

     3. FILING A WRITTEN DEMAND. You must serve a written demand for appraisal
upon AccuMed before the vote on the merger. The demand must specify your name
and address. The demand must be sent to AccuMed's Corporate Secretary, Jack H.
Halperin. It must clearly inform AccuMed that you intend to demand appraisal of
your shares. VOTING AGAINST THE MERGER IS NOT A WRITTEN DEMAND AS REQUIRED BY
SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW. You must submit a separate
written demand for appraisal.

     4. PETITIONS TO BE FILED IN COURT. Within four months after the merger is
completed, you must file a petition in the Delaware Court of Chancery, demanding
appraisal of your shares. No later than ten days after the merger is completed,
AccuMed is required to notify each stockholder who filed a written demand for
appraisal that the merger has been completed. Although AccuMed is also permitted
to file a petition, it has no present intention to do so. The court will conduct
a hearing to determine the stockholders entitled to appraisal rights and to
determine the fair value of those shares. The court will then direct AccuMed to
pay you the fair value of your shares, together with interest, if any. The costs
of the proceeding will be paid as the court determines. This means that
dissenting stockholders may have to pay all or part of the court costs. THE FAIR
VALUE OF YOUR SHARES MAY BE HIGHER, THE SAME AS OR LOWER THAN THE MARKET VALUE
OF ACCUMED COMMON STOCK OR AMPERSAND COMMON STOCK ON THE DATE THE MERGER IS
COMPLETED. In determining fair value, the court will not consider any value
related to the fact that the merger is completed or expected to be completed.

     5. DELIVERY OF CERTIFICATES TO THE COURT FOR NOTATION. The Delaware Court
of Chancery may require stockholders who have demanded an appraisal of their
shares to submit their stock certificates to the Register of Chancery for
notation upon the certificates of the pendency of appraisal proceedings. You
must submit your certificates if the court so requests.

     You have the right to withdraw your demand for appraisal within 60 days
after the merger is completed. After this 60 day period, you may only withdraw
your demand for appraisal with AccuMed's approval.

     The right to appraisal of your AccuMed stock will terminate if:

     - for any reason the merger is not completed;

     - you fail to make a timely written demand on AccuMed;

     - you fail to file a timely petition with the Delaware Court of Chancery;

     - you do not, upon request of the court, timely surrender certificates for
       notation that demand for appraisal has been made; or

     - you withdraw your demand in writing within 60 days after the merger is
       completed or with our written approval.

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<PAGE>   44

     If you have properly demanded appraisal of your AccuMed stock, your rights
as a stockholder will be suspended at the time the merger is completed. After
that time, you will not be entitled to vote your shares for any purpose if you
hold AccuMed common stock or be entitled to receive dividends or other
distributions on your shares. If the right to appraisal is terminated, you will
receive the same Ampersand stock that was delivered to non-dissenting
stockholders.

     If holders of more than 5% of the total number of issued and outstanding
shares of any class of AccuMed stock exercise appraisal rights, Ampersand will
have the right to terminate the merger agreement.

FRACTIONAL SHARES

     No certificates or scrip representing fractional shares of Ampersand common
stock will be issued upon the surrender for exchange of certificates
representing AccuMed common stock and such fractional share interests will not
entitle the owner thereof to vote or to exercise any other rights of a
stockholder of Ampersand. Each stockholder of AccuMed who would be entitled to a
fractional share in the merger will receive a cash payment in lieu thereof,
without interest, determined by multiplying:

          1. the closing price of one share of Ampersand common stock as
     reported on the Over-the-Counter Bulletin Board on the trading day
     immediately preceding the date on which the merger becomes effective by;

          2. the fractional share interest to which the holder would otherwise
     be entitled pursuant to the terms of the merger agreement.

EXCHANGE OF CERTIFICATES

     As soon as practicable after the special meeting, an exchange agent
designated by AccuMed and Ampersand will deliver to each AccuMed holder of
record of a certificate or certificates which immediately prior to the time the
merger becomes effective represented outstanding AccuMed stock, a transmittal
letter and instructions to be used in surrendering certificates in exchange for:

     - certificates representing the number of shares of Ampersand stock into
       which their shares of AccuMed stock were converted pursuant to the merger
       agreement; and

     - a check representing the amount of cash in lieu of fractional shares, if
       any, which such stockholder has the right to receive.

     ACCUMED STOCKHOLDERS SHOULD NOT FORWARD THEIR CERTIFICATES UNTIL THEY
RECEIVE THE TRANSMITTAL LETTER AND INSTRUCTIONS.

     From the time the merger becomes effective until such surrender, and
subject to the effect, if any, of applicable law, the certificates representing
outstanding AccuMed stock will represent ownership of the number of shares of
Ampersand stock into which such shares were converted in the merger, and the
holders will be entitled to all rights and privileges of holders of Ampersand
stock, except that holders of these certificates will not be entitled to receive
dividends or any other distributions declared by Ampersand until the
certificates are so surrendered. Following surrender of the certificates in
accordance with the terms of the merger agreement, the holders of newly issued
Ampersand certificates will be paid, without interest, any dividends or other
distributions with respect to the shares of Ampersand stock, the record date for
which is after the time the merger becomes effective (less any taxes that may
have been imposed thereon).

     Any certificate representing shares of Ampersand stock to be issued in a
name other than that in which the certificate is registered must be properly
endorsed in proper form for transfer, and the holder requesting such exchange
must pay to the exchange agent in advance any transfer or other taxes in
connection therewith.

     In the event any certificate representing outstanding AccuMed stock has
been lost, stolen or destroyed, upon the delivery of an affidavit of that fact
to the exchange agent by the holder of such certificate and the posting of any
bond required by Ampersand or the exchange agent, Ampersand or the exchange
agent will

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<PAGE>   45

issue for such lost, stolen or destroyed certificate, a certificate representing
the appropriate number of shares of Ampersand stock, plus any cash that may be
due to such stockholder.

     After the time the merger becomes effective, there will be no further
transfers on the records of AccuMed of the certificates representing outstanding
AccuMed stock.

     After the time the merger becomes effective, holders of unsurrendered
certificates representing outstanding shares of AccuMed stock shall not be
entitled to vote such shares, or the Ampersand shares into which they have been
converted, at any meeting of Ampersand stockholders at which holders of
Ampersand stock are eligible to vote.

INTERESTS OF DIRECTORS AND OFFICERS IN THE MERGER THAT ARE DIFFERENT FROM YOUR
INTERESTS

     None of the directors of AccuMed will become directors of Ampersand and
none of the officers of AccuMed will become officers of Ampersand by virtue of
the merger. Mr. Lavallee, Chairman of the Board and Chief Executive Officer of
AccuMed, had a professional services agreement with AccuMed. That agreement was
terminated on February 7, 2001 upon the signing of the merger agreement, and Mr.
Lavallee received a payment of $227,000 from AccuMed on that date. Mr. Lavallee
is entitled to retain this termination payment even if the merger is not
completed. Mr. Lavallee has agreed to continue serving as Chairman and Chief
Executive Officer of AccuMed until the merger is completed on the same terms
currently set forth in the terminated professional services agreement. If the
merger is completed, Mr. Lavallee will receive a $67,500 cash bonus from
AccuMed. He will not receive this bonus if the merger does not close.

REPRESENTATIONS AND WARRANTIES

     In the merger agreement, AccuMed, on the one hand, and Ampersand and
AccuMed Acquisition Corp., on the other hand, have made representations and
warranties relating to, among other things, the parties' respective
organization, capitalization, ownership of subsidiaries, accuracy of financial
statements, absence of material adverse changes in their business, financial
condition, operations or properties, the truth and accuracy of information
prepared and provided by them in connection with this proxy
statement-prospectus, the absence of certain legal proceedings, compliance with
laws, regulations and other requirements, corporate actions in connection with
the approval and execution of the merger agreement and related documents,
authority relative to the merger agreement, employment arrangements, employee
benefit plans, the accuracy of information furnished to the other party, their
respective properties and assets, material agreements and contracts, tax
matters, environmental matters and investments. For detailed information on such
representations and warranties, see the merger agreement attached hereto as
Appendix I.

     The representations, warranties and agreements in the merger agreement will
not survive the time the merger becomes effective, and will terminate at that
time. After the time the merger becomes effective, none of the parties shall
have any liability to the others because of any breach or failure of any of the
representations, warranties or agreements in the merger agreement, except with
respect to agreements of the parties which by their terms are intended to be
performed after the time the merger becomes effective and with respect to
liability for fraud, deception or intentional misrepresentation.

VOTING AGREEMENTS

     As of August 7, 2001 AccuMed's directors, officer and their affiliates
owned an aggregate of 536,971 shares (9.4%) of the outstanding AccuMed common
stock and 354,046 (62%) of AccuMed's Series A Preferred Stock. AccuMed's
directors, an officer and Bellingham Capital Industries, a principal stockholder
of AccuMed, has each agreed to vote their common stock and Series A Convertible
Preferred Stock in favor of the merger agreement at the special meeting. These
stockholders own a total of 1,081,712 shares (18.8%) of the outstanding AccuMed
common stock and 354,046 (62%) of AccuMed's Series A Convertible Preferred
Stock.

AMPERSAND LOANS TO ACCUMED

     In connection with the execution of the merger agreement, Ampersand made a
loan to AccuMed in the aggregate principal amount of $800,000, which includes
$300,000 loaned by Ampersand to AccuMed on September 22, 2000, $30,000 loaned on
December 28, 2000, and a new loan of $470,000. Ampersand and

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<PAGE>   46

AccuMed also agreed that (1) if by February 28, 2001, the merger was not
consummated, then on the first day of each month thereafter, through May 31,
2001, Ampersand would loan to AccuMed an additional $225,000 on the first day of
each such month; and (2) if by May 31, 2001, the merger has not been
consummated, but the parties have mutually agreed to extend the May 31, 2001
deadline for effecting the merger, then the time period in which Ampersand would
be obligated to make such monthly additional loans would be automatically
extended until the merger was consummated or the merger agreement terminated,
whichever came first. Ampersand made the $225,000 loans required to be made on
March 1, 2001 and April 1, 2001, and also loaned AccuMed $150,000 on May 1,
2001, $100,000 on June 1, 2001, $100,000 on July 5, 2001 and 100,000 on August
8, 2001. The merger agreement has been amended to extend the deadline for
closing the merger until September 30, 2001 or such other date as the parties
may later agree upon, and the obligation of Ampersand to continue making monthly
loans, beginning with the June 1, 2001 loan, has been extended and modified to
take into account AccuMed's actual need for funds for its business operations.
These loans shall be a minimum of $100,000 and a maximum of $225,000 each month
depending upon AccuMed's written demonstration of its need for funds during the
relevant month. All such loans accrue interest at an annual rate equal to the
prime rate announced by LaSalle Bank National Association, plus 2 1/2%. All
principal and interest payable with respect to all such loans shall be due and
payable on the earlier of the termination of the merger agreement and the
closing date set for the merger. All such loans are secured by the grant of a
security interest and lien against the 84 AcCell units owned by AccuMed, as well
as all of AccuMed's right, title and interest in all proceeds from AccuMed's
contract with Dianon Systems, Inc. and AccuMed's license and development
agreement with Ventana Medical Systems, Inc., not to exceed $550,000 in the case
of that license and development agreement.

CONDITIONS TO THE MERGER

     The respective obligations of AccuMed and Ampersand to consummate the
merger are subject to the satisfaction or mutual waiver of the following
conditions at or prior to the time the merger becomes effective:

          1. the merger agreement shall have been approved by the requisite vote
     of the respective stockholders of AccuMed Acquisition Corp. and AccuMed.
     Ampersand, as the sole stockholder of AccuMed Acquisition Corp., has
     approved the merger agreement;

          2. neither Ampersand, AccuMed Acquisition Corp. nor AccuMed shall be
     subject to any order of a court or agency of competent jurisdiction that
     restrains or prohibits the consummation of the merger;

          3. a registration statement relating to the shares of Ampersand stock
     to be issued in the merger shall have been declared effective by the
     Securities and Exchange Commission and shall not be subject to a stop order
     or any threatened stop order;

          4. AccuMed shall have received from counsel to Ampersand and AccuMed
     Acquisition Corp., and Ampersand and AccuMed Acquisition Corp. shall have
     received from counsel to AccuMed, legal opinions with respect to matters
     customarily the subject of such opinions in transactions of the nature and
     magnitude of the merger;

          5. AccuMed shall have received an opinion of Ampersand's tax counsel
     to the effect that, among other things, the merger constitutes a
     reorganization within the meaning of Section 368(a) of the Internal Revenue
     Code of 1986, as amended, and, accordingly, for federal income tax purposes
     no gain or loss will be recognized by the stockholders of AccuMed as a
     result of the merger; and

          6. each party shall have obtained all consents and approvals required
     to be obtained in connection with the merger other than those which,
     individually or in the aggregate, would not have a material adverse effect
     on AccuMed Acquisition Corp. or Ampersand.

     The obligation of Ampersand and AccuMed Acquisition Corp. to consummate the
merger is also subject to the satisfaction by AccuMed, or waiver by Ampersand
and AccuMed Acquisition Corp., of the following conditions:

          1. between the date of the merger agreement and the merger closing
     date, neither AccuMed nor its business shall have experienced a material
     adverse effect or a material adverse change;

          2. the representations and warranties of AccuMed contained in the
     merger agreement shall be true as of the time the merger becomes effective
     or on the date when made in the case of any representation or warranty
     which specifically relates to an earlier date, and AccuMed shall have
     performed all obligations

                                        41
<PAGE>   47

     and complied with each covenant, in all material respects, and satisfied
     all conditions under the merger agreement to be performed or complied with
     by it prior to the time the merger becomes effective;

          3. neither AccuMed nor any of its subsidiaries shall be subject to any
     pending litigation which, if determined adversely, would have a material
     adverse effect on AccuMed and its subsidiaries, taken as a whole; and

          4. no more than 5% of the issued and outstanding shares of AccuMed
     common stock or AccuMed Series A Convertible Preferred Stock shall be
     dissenting shares (that is, shares for which appraisal rights have been
     demanded) under Delaware law.

     The obligation of AccuMed to complete the merger is subject to the
satisfaction by Ampersand and AccuMed Acquisition Corp., or waiver by AccuMed,
of the following conditions:

          1. between the date of the merger agreement and the time the merger
     becomes effective, neither Ampersand nor AccuMed Acquisition Corp., nor the
     business of either, shall have experienced a material adverse effect or
     material adverse change;

          2. the representations and warranties of Ampersand and AccuMed
     Acquisition Corp. contained in the merger agreement shall be true as of the
     time the merger becomes effective or on the date when made in the case of
     any representation or warranty that specifically relates to an earlier
     date, and each of Ampersand and AccuMed Acquisition Corp. shall have
     performed all obligations and complied with each covenant, in all material
     respects, and satisfied all conditions under the merger agreement to be
     performed or complied with by it prior to the time the merger becomes
     effective; and

          3. neither Ampersand nor AccuMed Acquisition Corp., nor any of
     Ampersand's other subsidiaries, shall be subject to any pending litigation
     which, if determined adversely, would have a material adverse effect on
     Ampersand, AccuMed Acquisition Corp. and Ampersand's other subsidiaries,
     taken as a whole.

     For purposes of the merger agreement, a "material adverse effect" means an
effect which:

          1. is materially adverse to the financial condition of AccuMed or
     Ampersand and their respective subsidiaries, in each case taken as a whole;

          2. significantly and adversely affects the ability of AccuMed or
     Ampersand to consummate the transactions contemplated by the merger
     agreement; or

          3. enables any person to prevent the transactions contemplated by the
     merger agreement;

provided, however, that a material adverse effect shall not include any effect
resulting from (1) actions or omissions of AccuMed or Ampersand taken with the
prior consent of the other in contemplation of the transactions provided for in
the merger agreement, or (2) circumstances affecting the industries within which
AccuMed or Ampersand operate generally (including changes in laws or
regulations, accounting principles or general levels of interest rates) which do
not adversely affect a party and its subsidiaries in a manner significantly
different than the other party.

     Neither party can be certain that the conditions to consummation of the
merger will be satisfied or waived. In the event the conditions to any party's
obligations become impossible of satisfaction in any material respect, the other
parties may elect to terminate the merger agreement. See "Waiver and Amendment;
Termination."

WAIVER AND AMENDMENT; TERMINATION

     Prior to the time the merger becomes effective, the boards of directors of
AccuMed, on the one hand, and Ampersand and AccuMed Acquisition Corp., on the
other hand, may by written action:

          1. extend the time for performance of any obligations or other acts
     required by the merger agreement;

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<PAGE>   48

          2. waive any inaccuracies in the representations and warranties
     contained in the merger agreement or in any document delivered pursuant to
     the merger agreement; and

          3. waive compliance with any agreements or conditions contained in the
     merger agreement.

     Subject to applicable law, the merger agreement may be amended or modified
by action of the boards of directors of AccuMed, on the one hand, and Ampersand
and AccuMed Acquisition, on the other hand, at any time before or after approval
of the merger agreement by AccuMed stockholders; provided, however, that after
approval of the merger agreement by AccuMed stockholders, no amendment may
change the amount or form of the merger consideration without the further
approval of AccuMed stockholders.

     The merger agreement may be terminated at any time prior to the time the
merger becomes effective, whether before or after approval by the stockholders
of AccuMed or Ampersand:

          1. by mutual consent of the parties;

          2. by either party if (1) the merger has not been consummated on or
     before September 30, 2001 or such later date as may be agreed to by the
     parties, provided that the failure to consummate the merger was not a
     result of the terminating party's nonobservance of the terms of the merger
     agreement, (2) approval of the stockholders of AccuMed required for
     consummation of the merger has not been obtained, provided that the
     electing party is not then in breach of its obligations under the merger
     agreement with respect thereto; and

          3. by either party if there has been a material breach of the other
     party's representations, warranties, covenants or agreements set forth in
     the merger agreement which has not been fully cured or cannot be fully
     cured within the earlier of (1) 20 days after written notice of such breach
     has been received by the breaching party and (2) five days prior to the
     closing date, and which breach would have, or be reasonably likely to have,
     a material adverse effect on the breaching party and its subsidiaries,
     taken as a whole, or upon consummation of the transactions contemplated by
     the merger agreement.

PAYMENTS ON TERMINATION

     If the merger is terminated by Ampersand or AccuMed Acquisition Corp. due
to a breach by AccuMed, AccuMed will pay Ampersand and AccuMed Acquisition Corp.
$500,000. If this Agreement is terminated by AccuMed due to a breach by
Ampersand or AccuMed Acquisition Corp., Ampersand will pay AccuMed $500,000.

     If any person or group of persons, other than Ampersand or AccuMed
Acquisition Corp., or any of their respective affiliates, makes a tender or
exchange offer for 10% or more of any class of securities of AccuMed, or if a
proxy contest or solicitation of proxies with respect to AccuMed is made prior
to the closing of the merger, and, as a consequence, the merger agreement is not
approved by the AccuMed stockholders, and if thereafter (1) any agreement is
entered into by AccuMed to effect a merger, sale of assets or other transaction
intended to cause a change of control of AccuMed, or a tender or exchange offer
is made to the AccuMed stockholders for the same purpose, and (2) neither
Ampersand, AccuMed Acquisition Corp., nor any of their respective affiliates is
a party thereto, and (3) the making of such agreement or the initiation of such
tender or exchange offer occurs within 12 months after the last date on which
the AccuMed stockholders meeting should have been held in accordance with the
merger agreement, AccuMed will pay Ampersand and AccuMed Acquisition Corp.
$500,000.

     If AccuMed does hold its stockholders meeting to approve the merger
agreement and the merger is not approved by the AccuMed stockholders, or the
merger does not close notwithstanding the fulfillment of all of Ampersand's and
AccuMed Acquisition Corp.'s conditions, and if thereafter any agreement is
entered into by AccuMed to effect a merger, sale of assets or other transaction
intended to cause a change of control of AccuMed, or a tender or exchange offer
for 10% or more of any class of securities of AccuMed is made to the AccuMed
stockholders, and neither Ampersand nor AccuMed Acquisition Corp., nor any of
their respective affiliates, is a party thereto, and the making of such
agreement or the initiation of such tender or exchange offer occurs within 12
months after the last date on which the AccuMed stockholders meeting to approve
the merger agreement should have been held in accordance with the merger
agreement, AccuMed will pay to Ampersand and AccuMed Acquisition Corp. $500,000.

                                        43
<PAGE>   49

     In the event that the merger agreement is terminated for any reason, the
full principal amount of the loans made by Ampersand to AccuMed pursuant to the
merger agreement, together with all accrued but unpaid interest thereon, shall
become due and payable immediately upon such termination becoming effective;
provided, however, that if the merger agreement is terminated by AccuMed due to
a breach by Ampersand or AccuMed Acquisition Corp., and AccuMed becomes entitled
to payment of the $500,000, then AccuMed shall have the right to offset such
$500,000 amount against any payments due with respect to such loans.

     For additional information, see Section 4.4 and Article V of the merger
agreement.

COVENANTS PENDING CLOSING

     Ampersand and AccuMed Acquisition Corp., on the one hand, and AccuMed, on
the other hand, have agreed to use their best efforts, and to take all actions
necessary or appropriate, to consummate the merger and the other transactions
contemplated by the merger agreement at the earliest practicable date.

     Pursuant to the merger agreement, each of AccuMed, on the one hand, and
Ampersand and AccuMed Acquisition Corp., on the other hand, has agreed, with
respect to it and its subsidiaries, except as otherwise contemplated by the
merger agreement, to conduct its business only in the ordinary course consistent
with past practices, to maintain its books and records in accordance with past
practices, to use reasonable efforts to preserve intact its existing businesses
and business relationships and to take no action that would adversely affect its
ability to receive the necessary governmental approvals of the merger or perform
its obligations under the merger agreement. Each of AccuMed, on the one hand,
and Ampersand and AccuMed Acquisition Corp., on the other hand, has further
agreed that it and its subsidiaries shall not, without the prior written
approval of the other parties:

          1. declare, set aside or pay any dividend or make any other
     distribution with respect to its capital stock, except for distributions by
     a subsidiary to a parent;

          2. reacquire or buy any of its outstanding shares of common stock;

          3. issue or sell any shares of its capital stock, other than pursuant
     to the exercise of stock options, warrants, convertible preferred stock or
     convertible notes outstanding on the date of the merger agreement or as
     previously disclosed to the other party;

          4. effect any stock split, stock dividend or other reclassification of
     its common stock (the Ampersand reverse stock split has been approved by
     AccuMed);

          5. grant any stock appreciation or other rights with respect to shares
     of it or any of its subsidiaries; or

          6. enter into any agreement, or make any modification to any
     authorized or issued security, the effect of which will be to cause the
     exercise price of any security convertible into shares of Ampersand common
     stock to be reduced upon consummation of the merger.

     In addition, pursuant to the merger agreement, each of AccuMed, on the one
hand, and Ampersand and AccuMed Acquisition Corp., on the other hand, has agreed
that it and its subsidiaries shall not, without the prior written approval of
the other party:

          1. sell, dispose of or pledge any significant assets, other than in
     the ordinary course of business consistent with past practices, in
     connection with the borrowing of funds, subject to certain limitations set
     forth below and in the merger agreement;

          2. merge or consolidate with or into another entity or otherwise
     acquire any other entity or, except in accordance with its written business
     plan, acquire any significant assets;

          3. sell or pledge, or agree to sell or pledge, or permit any lien to
     exist on any stock of its subsidiaries;

          4. change the governing instruments of it or its subsidiaries;

          5. engage in any lending activities other than in the ordinary course
     of business consistent with past practices;

                                        44
<PAGE>   50

          6. form any new subsidiary or cause or permit a material change in the
     activities presently conducted by any subsidiary, or make additional
     investments in subsidiaries in excess of $100,000;

          7. engage in any off balance sheet interest rate swap arrangement;

          8. engage in any activity not contemplated by its written business
     plan;

          9. authorize capital expenditures other than in the ordinary course of
     business;

          10. implement or adopt any change in its accounting principles,
     practices or methods (other than as required by generally accepted
     accounting principles);

          11. grant any general increase in compensation or benefits to its
     employees or officers or pay any bonuses to its employees or officers
     except in accordance with existing policies, except for $75,000 in
     aggregate bonuses to AccuMed's officers, directors and key employees for
     the fiscal year ended December 31, 2000;

          12. enter into, amend or otherwise change any employment or severance
     agreements with any of its directors, officers or employees;

          13. grant any increase in fees or other increases in compensation or
     other benefits to any of its present or former directors in such capacity;

          14. except as contemplated by the merger agreement, establish any new
     or change any existing employee benefit plan or benefit arrangement; or

          15. authorize or permit any officer, director, employee, investment
     banker, financial consultant, attorney, accountant or other representative
     of it or its subsidiaries, directly or indirectly, to initiate contact with
     any person or entity in an effort to solicit, initiate or encourage any
     "Takeover Proposal" (as such term is defined in the merger agreement and
     described above), except as the fiduciary duties of the board of directors
     may require.

     For additional information, see Article III of the merger agreement.

EXPENSES

     Each party will bear its own expenses incurred in connection with the
merger agreement and related transactions. The parties will share equally the
expenses of printing and distributing this proxy statement-prospectus.

ACCOUNTING TREATMENT

     The merger will be treated as a purchase in accordance with accounting
principles generally accepted in the United States.

     The unaudited pro forma condensed consolidated financial information
contained in this proxy statement-prospectus has been prepared using the
purchase method of accounting. See "Unaudited Pro Forma Condensed Consolidated
Financial Information."

RESALES OF AMPERSAND STOCK BY AFFILIATES

     The shares of Ampersand stock to be issued in the merger will be registered
under the Securities Act and will be freely transferable under the Securities
Act of 1933, as amended, except for shares issued to any stockholder who may be
deemed to be an "affiliate" of AccuMed for purposes of Rule 145 under the
Securities Act as of the date of the special meeting. Affiliates of AccuMed may
not sell their shares of Ampersand stock acquired in connection with the merger
except pursuant to an effective registration statement under the Securities Act
covering such shares or in compliance with Rule 145 or another applicable
exemption from the registration requirements of the Securities Act. Persons who
may be deemed to be affiliates of AccuMed generally include individuals or
entities that control, are controlled by or are under common control with
AccuMed, and may include certain officers and directors of AccuMed as well as
certain principal stockholders of AccuMed.

                                        45
<PAGE>   51

REGULATORY APPROVALS UNNECESSARY

     The merger is not subject to the requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, and the rules and regulations promulgated
pursuant to such Act, which provide that merger transactions that are within
parameters set forth in such Act may not be consummated until required
information and materials have been furnished to the Antitrust Division of the
Department of Justice and the Federal Trade Commission and waiting periods have
expired or been terminated. There are no other state or federal regulatory
requirements to be complied with to complete the merger, other than filing with
the Secretary of State of Delaware.

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     Set forth below is a discussion of all material federal income tax
consequences of the merger to AccuMed and AccuMed stockholders who are citizens
or residents of the United States. THE FOLLOWING DISCUSSION DOES NOT PURPORT TO
BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS RELEVANT TO A
DECISION WHETHER TO VOTE IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY. FURTHER, THE DISCUSSION DOES NOT ADDRESS THE
TAX CONSEQUENCES THAT MAY BE RELEVANT TO A PARTICULAR ACCUMED STOCKHOLDER
SUBJECT TO SPECIAL TREATMENT UNDER CERTAIN FEDERAL INCOME TAX LAWS, SUCH AS
DEALERS IN SECURITIES, BANKS, INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS,
NON-UNITED STATES PERSONS AND STOCKHOLDERS WHO ACQUIRED THEIR SHARES AS
COMPENSATION, NOR ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR
FOREIGN JURISDICTION. THE DISCUSSION IS BASED UPON THE INTERNAL REVENUE CODE,
TREASURY REGULATIONS THEREUNDER AND ADMINISTRATIVE RULINGS AND COURT DECISIONS
AS OF THE DATE HEREOF. ALL OF THE FOREGOING ARE SUBJECT TO CHANGE, AND ANY SUCH
CHANGE COULD AFFECT THE CONTINUING VALIDITY OF THIS DISCUSSION.

     HOLDERS OF ACCUMED COMMON STOCK AND ACCUMED SERIES A CONVERTIBLE PREFERRED
STOCK ARE URGED TO CONSULT THEIR TAX ADVISERS AS TO THE EFFECT OF THEIR OWN
PARTICULAR FACTS AND CIRCUMSTANCES ON THE FEDERAL INCOME TAX CONSEQUENCES OF THE
MERGER TO THEM, AND ALSO AS TO THE EFFECT OF ANY STATE, LOCAL, FOREIGN AND OTHER
FEDERAL TAX LAWS.

     Under current federal income tax law, and based upon assumptions and
representations described below to be made by AccuMed, on the one hand, and
Ampersand and AccuMed Acquisition Corp., on the other hand, and assuming that
the merger is consummated in the manner set forth in the merger agreement, the
following federal income tax consequences will result:

          1. the merger will qualify as a reorganization under Section 368(a) of
     the Internal Revenue Code;

          2. no gain or loss will be recognized by AccuMed, on the one hand, or
     Ampersand and AccuMed Acquisition Corp., on the other hand, as a result of
     the merger;

          3. except as provided in paragraph 6 below, no gain or loss will be
     recognized by any AccuMed stockholder with respect to the merger upon the
     surrender and exchange of all such stockholder's AccuMed common stock
     solely for Ampersand common stock and/or the surrender and exchange of all
     such stockholder's AccuMed Series A Convertible Preferred Stock for
     Ampersand Series A Convertible Preferred Stock;

          4. the aggregate tax basis of the Ampersand common stock or Ampersand
     Series A Convertible Preferred Stock, as the case may be, received by each
     stockholder of AccuMed who exchanges AccuMed common stock or AccuMed Series
     A Convertible Preferred Stock for Ampersand stock in the merger will be the
     same as the aggregate tax basis of such AccuMed stock surrendered in
     exchange therefor (subject to any adjustments required as the result of
     receipt of cash in lieu of a fractional share interest in such Ampersand
     stock);

          5. the holding period of the shares of Ampersand common stock or
     Ampersand Series A Convertible Preferred Stock, as the case may be,
     received by an AccuMed stockholder in the merger will include the holding
     period of the AccuMed stock surrendered in exchange therefor, provided that
     such shares of AccuMed stock were held as a capital asset by such
     stockholder at the effective time of the merger;

          6. cash received in the merger by an AccuMed stockholder in lieu of a
     fractional share interest of Ampersand stock will be treated as having been
     received as a distribution in full payment in exchange for the fractional
     share interest of Ampersand stock which such stockholder would otherwise be
     entitled to

                                        46
<PAGE>   52

     receive, and will qualify as capital gain or loss (assuming the AccuMed
     stock surrendered in exchange therefor was held as a capital asset by such
     stockholder at the effective time of the merger); and

          7. An AccuMed stockholder who dissents from the merger and receives
     only cash in exchange for AccuMed common stock or AccuMed Series A
     Convertible Preferred Stock will be treated as having received such cash in
     redemption of such stock, and any such stockholder who is a dissenting
     AccuMed stockholder will recognize taxable gain or loss from the exchange
     of AccuMed common stock or AccuMed Series A Convertible Preferred Stock
     measured by the difference between the cash received and the tax basis for
     such stock, provided that such exchange is not characterized as a dividend
     rather than an exchange under Section 302 of the Internal Revenue Code by
     reason of such stockholder's direct or indirect retention of Ampersand
     stock or stock options.

     AccuMed, Ampersand and AccuMed Acquisition Corp. have collectively
represented that: (1) following the merger, AccuMed Acquisition Corp. has no
plan to issue additional shares of its stock that would result in Ampersand
losing control of AccuMed Acquisition Corp. within the meaning of Internal
Revenue Code Section 368(c)(1), (2) Ampersand has no plan or intention to
reacquire any of its stock issued in the merger, (3) Ampersand has no plan or
intention to liquidate AccuMed Acquisition Corp., to merge AccuMed Acquisition
Corp. into another corporation, to sell or otherwise dispose of the stock of
AccuMed Acquisition Corp., or to cause AccuMed Acquisition Corp. to dispose of
the assets of AccuMed acquired in the merger, except for dispositions made in
the ordinary course of business or transfers described in Internal Revenue Code
Section 368(a)(2)(C), (4) the liabilities of AccuMed to be assumed by AccuMed
Acquisition Corp. and the liabilities to which the transferred assets of AccuMed
are subject were and will be incurred in the ordinary course of AccuMed's
business, (5) following the merger, AccuMed Acquisition Corp. will continue the
historic business of AccuMed, and (6) the payment of cash in lieu of fractional
shares of Ampersand stock is solely for the purpose of avoiding the expense and
inconvenience to Ampersand of issuing fractional shares and does not represent
separately bargained for consideration.

     Based upon the foregoing representations and assuming the representations
are correct, and will be at the time of the merger, Schwartz, Cooper,
Greenberger & Krauss, Chartered, counsel to Ampersand and AccuMed Acquisition
Corp., has rendered an opinion that the merger qualifies as a reorganization
under the Internal Revenue Code with the consequences set forth above. Such
opinion is subject to the assumptions that the merger is consummated in the
manner and in accordance with the terms of the merger agreement. The opinion is
based entirely upon the Internal Revenue Code, Treasury regulations in effect or
proposed thereunder, current administrative rulings and practice and judicial
authority, all of which are subject to change, possibly with retroactive effect.
Subject to waiver by AccuMed, on the one hand, and Ampersand and AccuMed
Acquisition Corp., on the other hand, which waiver is not expected to be made,
consummation of the merger is conditioned upon the receipt of the opinion. See
" -- Conditions to the Merger."

     No ruling has been or will be requested from the Internal Revenue Service
including any ruling as to federal income tax consequences of the merger to
Ampersand, AccuMed Acquisition Corp., AccuMed or AccuMed stockholders. Unlike a
ruling from the Internal Revenue Service, the opinions of counsel are not
binding on the Internal Revenue Service. No one can be certain that the Internal
Revenue Service will not take a position contrary to the positions reflected in
such opinions or that such opinions would be upheld by the courts if challenged.

                                        47
<PAGE>   53

                    MANAGEMENT OF AMPERSAND AFTER THE MERGER

     Set forth below is certain information regarding stock ownership of
Ampersand and regarding the directors and executive officers of Ampersand,
including their identities, beneficial ownership of Ampersand common stock,
business experience and compensation. The directors and executive officers of
Ampersand will continue to be the directors and executive officers of Ampersand
after the merger.

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

     BENEFICIAL OWNERS. The following table sets forth as of August 7, 2001,
with respect to any person who is known to Ampersand to be the beneficial owner
of more than 5% of the outstanding shares of common stock of Ampersand, the name
and address of such owner, the number of shares of common stock beneficially
owned, the nature of such ownership, and the percentage such ownership is of the
outstanding shares of common stock:

<Table>
<Caption>
                                                                 NUMBER OF SHARES     PERCENT OF
            NAME AND ADDRESS OF BENEFICIAL OWNER                BENEFICIALLY OWNED      CLASS
            ------------------------------------                ------------------    ----------
<S>                                                             <C>                   <C>
Peter P. Gombrich...........................................        5,726,173           18.6%
  414 N. Orleans, Suite 510
  Chicago, IL 60610(1)
Alexander M. Milley.........................................        6,254,391           18.5%
  Azimuth Corporation
  3600 Rio Vista Boulevard, Suite A
  Orlando, FL 32805(2)
William J. Ritger...........................................        6,172,974           19.6%
  Seaside Partners, L.P.
  623 Ocean Avenue
  Sea Girt, NJ 08750(3)
</Table>

-------------------------
     (1) Includes: (a) 838,434 shares owned by Mr. Gombrich's wife; (b) 479,827
         shares owned by The EAG Trust, 479,827 shares owned by The CMC Trust,
         and 479,827 shares owned by The MGD Trust, for each of which Mrs.
         Gombrich serves as sole Trustee; and (c) 73,333 shares subject to
         options granted by Ampersand to Mr. Gombrich that were exercisable on
         August 7, 2001 or which have or will become exercisable within 60 days
         thereafter. Mr. Gombrich disclaims beneficial ownership of the
         aforesaid shares held by his wife and the above Trusts for which his
         wife serves as sole Trustee.

     (2) Includes: (a) 503,333 shares owned by Milley Management, Inc., of which
         Mr. Milley is the sole director and executive officer; (b) 1,494,667
         shares owned by Cadmus Corporation, of which Mr. Milley is a director
         and executive officer, and 250,000 shares issuable to Cadmus
         Corporation under a warrant granted by Ampersand that was exercisable
         on August 7, 2001; (c) 506,250 shares owned by Azimuth Corporation, of
         which Mr. Milley is a director and executive officer, and 2,875,000
         shares issuable to Azimuth Corporation under warrants granted by
         Ampersand that were exercisable on August 7, 2001; (d) 148,655 shares
         owned by Winchester National, Inc., of which Mr. Milley is a director;
         and (e) 70,000 shares subject to options granted by Ampersand to Mr.
         Milley that were exercisable on August 7, 2001 or which have or will
         become exercisable within 60 days thereafter.

     (3) Includes: (a) 70,000 shares owned by The Research Works, Inc., a
         corporation controlled by Mr. Ritger; (b) 4,207,500 shares owned by
         Seaside Partners, L.P., of which Mr. Ritger is the Managing General
         Partner; and (c) 531,614 shares issuable under a warrant granted by
         Ampersand to Mr. Ritger which was exercisable on August 7, 2001 or
         which has or will become exercisable within sixty (60) days thereafter.

     DIRECTORS AND EXECUTIVE OFFICERS. The following table sets forth as of
August 7, 2001, certain information concerning the ownership of common stock of
Ampersand by each director, nominee and executive officer

                                        48
<PAGE>   54

named in the Summary Compensation Table hereof and all directors and executive
officers of Ampersand as a group:

<Table>
<Caption>
                                                                  AMOUNT AND NATURE OF      PERCENT
NAME OF BENEFICIAL OWNER                                        BENEFICIAL OWNERSHIP (7)    OF CLASS
------------------------                                        ------------------------    --------
<S>                                                             <C>                         <C>
Peter P. Gombrich (1).......................................            5,726,173             18.6%
Alexander M. Milley (2).....................................            6,254,391             18.5%
Robert C. Shaw (3)..........................................              570,417              1.9%
John Abeles, M.D. (4).......................................              324,116              1.1%
Denis M. O'Donnell, M. D.(5)................................              854,901              2.7%
Leonard R. Prange (6).......................................            1,133,355              3.6%
All directors and executive officers as a group (6
  persons)..................................................           14,863,353             41.9%
</Table>

-------------------------
     (1) Includes: (a) 838,434 shares owned by Mr. Gombrich's wife; (b) 479,827
         shares owned by The EAG Trust, 479,827 shares owned by The CMC Trust,
         and 479,827 shares owned by The MGD Trust, for each of which Mrs.
         Gombrich serves as sole Trustee; and (c) 73,333 shares subject to
         options granted by Ampersand to Mr. Gombrich that were exercisable on
         August 7, 2001 or which have or will become exercisable within 60 days
         thereafter. Mr. Gombrich disclaims beneficial ownership of the
         aforesaid shares held by his wife and the above Trusts for which his
         wife serves as sole Trustee.

     (2) Includes: (a) 503,333 shares owned by Milley Management, Inc., of which
         Mr. Milley is the sole director and executive officer; (b) 1,494,667
         shares owned by Cadmus Corporation, of which Mr. Milley is a director
         and executive officer, and 250,000 shares issuable to Cadmus
         Corporation under a warrant granted by Ampersand that was exercisable
         on August 7, 2001; (c) 506,250 shares owned by Azimuth Corporation, of
         which Mr. Milley is a director and executive officer, and 2,875,000
         shares issuable to Azimuth Corporation under warrants granted by
         Ampersand that were exercisable on August 7, 2001 or have or will
         become exercisable within 60 days thereafter; (d) 148,655 shares owned
         by Winchester National, Inc., of which Mr. Milley is a director; and
         (e) 70,000 shares subject to options granted by Ampersand to Mr. Milley
         that were exercisable on May 31, 2001 or which have or will become
         exercisable within 60 days thereafter.

     (3) Includes 70,000 shares subject to options granted by Ampersand to Mr.
         Shaw that were exercisable on August 7, 2001 or which have or will
         become exercisable within 60 days thereafter.

     (4) Includes: (a) 191,616 shares owned by Northlea Partners, Ltd., of which
         Dr. Abeles is the general partner, 62,500 shares issuable to Northlea
         Partners, Ltd. under a warrant granted by Ampersand that was
         exercisable on August 7, 2001, and (b) 70,000 shares subject to options
         granted by Ampersand to Dr. Abeles which were exercisable on August 7,
         2001 or have or will become exercisable within 60 days thereafter. Dr.
         Abeles disclaims beneficial ownership of all shares owned by Northlea
         Partners, Ltd. except 2,616 shares, which shares are attributable to
         his 1% interest in Northlea Partners, Ltd. as general partner.

     (5) Includes: (a) 784,901 shares subject to warrants granted by Ampersand
         to Dr. O'Donnell which were exercisable on August 7, 2001 or which have
         or will become exercisable within 60 days thereafter; and (b) 70,000
         shares subject to options granted by Ampersand to Dr. O'Donnell which
         were exercisable on August 7, 2001 or have or will become exercisable
         within 60 days thereafter.

     (6) Includes 436,667 shares subject to options granted by Ampersand to Mr.
         Prange that were exercisable on August 7, 2001 or which have or will
         become exercisable within 60 days thereafter.

     (7) No director or officer of Ampersand beneficially owns any shares of
         Ampersand's outstanding Series B Convertible Preferred Stock.

                                        49
<PAGE>   55

DIRECTORS

     PETER P. GOMBRICH has been Chairman of the Board and Chief Executive
Officer of Ampersand and a director since December 1998. Mr. Gombrich has served
as Chairman of the Board and Chief Executive Officer of InPath L.L.C. since Mr.
Gombrich founded that company in March 1998. InPath LLC was acquired by
Ampersand in December 1998. In 1994, Mr. Gombrich founded AccuMed and served as
Chairman, President and Chief Executive Officer of AccuMed until January 1998.
From 1990 until he founded AccuMed in 1994, Mr. Gombrich was a consultant in the
cytology and microbiology industries. From July 1985 until September 1989, Mr.
Gombrich was President and Chief Executive Officer, and from July 1985 until
November 1990 was Chairman of the Board of CliniCom Incorporated, a bedside
clinical information systems company, which he founded. In 1976, Mr. Gombrich
co-founded St. Jude Medical, Inc., a life support medical device company, in
which he served as Executive Vice President until 1980, when he became President
of the pacemaker division of that company, serving in that position until 1982.
Mr. Gombrich has a Bachelor of Science degree in Electrical Engineering from the
University of Colorado and a Masters in Business Administration from the
University of Denver.

     ALEXANDER M. MILLEY has been a director of Ampersand since 1989. Mr. Milley
is President and Chairman of the Board of ELXSI Corp., a holding company with
subsidiaries operating in the restaurant and environmental inspection equipment
industries. He is also President and Chairman of the Board of Azimuth, a holding
company with subsidiaries operating in the trade show exhibit and retail
environment design and the distribution of electrical components and fasteners
industries. Mr. Milley was Chairman of the Board and Chief Executive Officer of
Bell National until December 1998 and was President of Bell National from August
1990 until December 1998. Mr. Milley is the founder, President, sole director
and majority shareholder of MMI, a private investment and management-consulting
firm. Mr. Milley is also the President of Cadmus, a private investment and
management-consulting firm. Mr. Milley was Senior Vice President-Acquisitions
from December 1983 until July 1986 of the Dyson-Kissner-Moran Corporation, a
private investment company.

     DENIS M. O'DONNELL, M.D. has been a director of Ampersand since December
1998. Since 1997, he has been Managing Director of Seaside Advisors, L.L.C., an
investment advisor to Seaside Partners, L.L.P., a fund specializing in small
capitalization private placements. Prior to joining Seaside Advisors, L.L.C.,
Dr. O'Donnell was President of Novavax, Inc., a company engaged in the
development of pharmaceutical products, from its inception in 1995 to 1997. Dr.
O'Donnell currently serves as a director and Chairman of Novavax. From 1991 to
1995, Dr. O'Donnell served as Corporate Vice President of Medical Affairs of
IGI, Inc., a clinical drug testing company. Prior to joining IGI, Inc. in 1991,
Dr. O'Donnell was Director of the Clinical Research Center at MTRA, Inc., a
company engaged as investigator in human clinical trails. Dr. O'Donnell has been
a director of ELXSI Corporation since 1996 and of Columbia Laboratories, Inc., a
pharmaceutical company, since 1999. Dr. O'Donnell is a Fellow of the American
College of Clinical Pharmacology and serves on the Scientific Advisory Board of
the Associates of Clinical Pharmacology.

     JOHN H. ABELES, M.D. has been a director of Ampersand since May 1999. Dr.
Abeles is President of MedVest, Inc., a venture capital and consulting firm he
founded in 1980. He is also General Partner of Northlea Partners, Ltd., a family
investment partnership. Dr. Abeles was a senior medical executive at Sterling
Drug, Pfizer, and Revlon Healthcare, Inc. and subsequently was a medical analyst
at Kidder, Peabody & Co. Dr. Abeles is a director of a number of companies
operating in the medical device or healthcare fields, including I-Flow
Corporation, Oryx Technology Corp., Encore Medical Corporation, and DUSA
Pharmaceuticals, Inc. Dr. Abeles received his medical degree and degree in
pharmacology at the University of Birmingham in England and is currently a
director at the Higuchi BioSciences Institute at the University of Kansas.

     ROBERT C. SHAW has been a director of Ampersand since November 1989. Mr.
Shaw is President of Contempo Design, Inc., a firm specializing in the design of
exhibits and retail environments. Mr. Shaw was Chief Financial Officer of Bell
National from November 20, 1989 to December 1998. Mr. Shaw has been a Vice
President of MMI since March 1989, an officer or director of Azimuth or certain
of its subsidiaries since November 1990, a director of Cadmus since January 1992
and an officer or director of ELXSI since

                                        50
<PAGE>   56

September 1989. Mr. Shaw was Vice President of Berkeley Softworks, Incorporated
from September 1987 to March 1989. From January 1987 to September 1987, he was
Vice President, and from July 1985 until January 1987, he was Director of
Finance and Operations, at Ansa Software, Incorporated. Berkeley Softworks,
Incorporated and Ansa Software, Incorporated developed and produced personal
computer software.

     EXECUTIVE OFFICER

     LEONARD R. PRANGE has been President, Chief Operating Officer and Chief
Financial Officer of Ampersand since December 1998. Mr. Prange was elected
Secretary of Ampersand in January 2000. From March 1997 until December 1998, Mr.
Prange was Corporate Vice President and Chief Operating Officer, and from
September 1996 until December 1998, he was Corporate Vice President and Chief
Financial Officer of AccuMed. From July 1995 until September 1996, Mr. Prange
served as a Managing Director of Lovett International, Inc., an international
trading and consulting firm. Mr. Prange was Group Vice President from June 1994
until July 1995, Vice President and Chief Financial Officer from December 1984
until June 1994, and Treasurer from December 1981 until December 1984, of
Richardson Electronics, Ltd., a global electronics manufacturing and
distribution company. Mr. Prange has a Bachelor of Science degree in Accounting
from DePaul University and is a certified public accountant.

     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On September 1, 1998, Ampersand issued a note payable in the amount of
$175,000 to Mr. Peter P. Gombrich, its Chairman and Chief Executive Officer, in
payment for funds advanced by Mr. Gombrich to Ampersand. The note was due
September 1, 2003 and interest was payable at each anniversary date at the rate
of 8% per annum. Principal payments in the amount of $26,000, $130,000 and
$19,000 were made during 2000, 1999 and 1998, respectively, to repay the entire
note.

     In January 1999, the board of directors authorized Ampersand to raise up to
$1,500,000 in debt or new equity to provide funding for current operations.
Subsequently, on various dates between March 1, 1999 and June 29, 1999,
Ampersand issued a series of interest-bearing 6% convertible promissory notes
totaling $969,600, including a note in the amount of $500,000 issued to Seaside
Partners, L.P., a hedge fund and significant shareholder of Ampersand. Seaside
Partners, L.P. receives investment management services from Seaside Advisors,
L.L.C., of which Dr. Denis M. O'Donnell, a director of Ampersand, is a member
and manager. Ampersand also issued a note in the amount of $75,000 to Leonard R.
Prange, President, Chief Operating Officer and Chief Financial Officer of
Ampersand, in exchange for cash. The maturity date of these notes was January
28, 2000, subject to extension by Ampersand to June 30, 2000. Ampersand extended
the maturity date of the notes to June 30, 2000. The notes and accrued interest
due thereon were automatically converted into shares of common stock of
Ampersand on April 28, 2000.

     On December 10, 1999, Ampersand borrowed $50,000 from Azimuth Corporation,
a company controlled by Alexander M. Milley, a director and significant
shareholder of Ampersand. The note evidencing this loan bore interest at the
rate of 12% per annum and the principal, along with accrued interest, was
convertible into the common stock of Ampersand at a conversion price of $0.20
per share. On February 22, 2000, Azimuth Corporation exercised its right to
convert the principal amount of the note plus accrued interest due thereon in
the amount of $1,250 into 256,250 shares of common stock of Ampersand.

     On January 6, 2000 and April 28, 2000, Ampersand sold 200,000 shares and
1,333,333 shares, respectively, of its common stock to Seaside Partners, L.P. in
a private offering. The shares were sold to Seaside Partners, L.P. under the
same terms and conditions as those of the other participants in the private
offering, including the purchase prices of $0.33 per share and $1.50 per share,
respectively. Dr. O'Donnell, a director of Ampersand, is a member and manager of
Seaside Advisors, L.L.C., which provides investment management services to
Seaside Partners, L.P.

     On May 24, 2000, Ampersand granted Dr. O'Donnell, a director of Ampersand,
warrants to purchase 155,455 and 629,446 shares of common stock of Ampersand,
exercisable at $.01 per share. The warrant to purchase 155, 455 shares issued to
Dr. O'Donnell was compensation for finders services performed in 1999 on
                                        51
<PAGE>   57

the private offering of 6% convertible promissory notes due in 2000 and a
private offering of common stock in late 1999 at $0.33 per share. Both offerings
were sold at prices representing small discounts to the market price of
Ampersand's common stock at the time of the offerings. The warrant to purchase
629,446 shares issued to Dr. O'Donnell was compensation for finders services
performed in 2000 on a private offering of common stock at a price of $1.50 per
share, an approximate 20% discount to the market price of the common stock when
the offering was priced. The warrants expire five years from the date of the
grant. Dr. O'Donnell elected to take all of the compensation due to him for
finders services in the form of warrants rather than cash or shares of common
stock. Ampersand also recorded an estimated accrual of $50,000 in 1999 to cover
out-of-pocket expenses, reimbursable to Dr. O'Donnell upon submission of
detailed expense bills.

     On April 28, 2000, Ampersand received a Promissory Note in the amount of
$2,000,000 evidencing the purchase price paid by Seaside Partners, LP for the
1,333,333 shares of common stock referred to in the prior paragraph. That Note
bears interest at the rate of 8% per annum and the original due date was July
28, 2000. Ampersand agreed to extend the due date of that Note until November
30, 2000. Seaside has made principal payments of $1,550,000 under the Note. The
Note is currently in default and Ampersand is negotiating revised terms with
Seaside Partners, LP, including a new due date and penalties for the default. As
of June 30, 2001, an additional $81,000 was due from Seaside Partners, LP,
representing accrued interest on the Note to that date.

     On September 22, 2000, Ampersand issued a Convertible Promissory Note, with
a term of one year, to Azimuth Corporation in exchange for $500,000 in cash.
That Note bore interest at the rate of 15% per annum and is convertible into
Ampersand common stock at a conversion price of $1.00 per share after February
22, 2001. The conversion price was less than the market price of Ampersand
common stock at the date of issuance of the Note. Therefore, the holder is
considered to have a beneficial conversion feature. Ampersand determined the
value of this beneficial conversion feature to be $125,000. This value was
recorded as a reduction to the debt and is being amortized as additional
interest expense over the life of the Note. The majority of the proceeds of the
Note were used to make a loan to AccuMed in accordance with the terms of the
agreement under which AccuMed will merge into a subsidiary of Ampersand Mr.
Milley, a director of Ampersand, is a director and executive officer of Azimuth
Corporation.

     On December 4, 2000, Ampersand issued a Promissory Note, with a maturity
date of December 31, 2000, to Azimuth Corporation, in exchange for $200,000 in
cash. That Note bore interest at the rate of 12% per annum. As additional
consideration, Ampersand granted Azimuth Corporation a warrant to purchase
50,000 shares of common stock at an exercise price of $0.937 per share, the
approximate market price of Ampersand common stock on the date the warrant was
granted. That warrant expires five years from the date of grant. Ampersand
repaid the Note and accrued interest on February 20, 2001. In that the Note was
not repaid when due, Ampersand was obligated by the terms of the Note to grant
Azimuth Corporation a warrant to purchase an additional 25,000 shares of
Ampersand common stock at an exercise price of $0.01 per share, representing a
two month late payment penalty. The proceeds of the Note were used for general
working capital and to pay license fees.

     On December 11, 2000, Ampersand issued a Promissory Note, with maturity
date 180 days from the date of issue, to Azimuth Corporation, in exchange for
$100,000 in cash. That Note bore interest at the rate of 12% per annum. As
additional consideration, Ampersand granted Azimuth Corporation a warrant to
purchase 1,000,000 shares of Ampersand common stock at an exercise price of
$1.25 per share, an approximate 15% premium over the market price of the common
stock at the date that the warrant was issued. That warrant expires five years
after the date of grant. Ampersand repaid the Note and accrued interest on
February 20, 2001. The proceeds of the Note were used to repay a convertible
promissory note of Ampersand held by AccuMed.

     On February 1, 2001 and February 7, 2001, Ampersand issued Promissory Notes
to Azimuth Corporation in exchange for $25,000 and $470,000, respectively, in
cash. Those Notes bore interest at the rate of 15% per annum. Those Notes are
required to be repaid from the proceeds of any new offering of debt or equity
undertaken by Ampersand subsequent to the dates of the Notes. As additional
consideration for the Note issued on February 7, 2001, Ampersand granted Azimuth
Corporation a warrant to purchase 1,000,000 shares

                                        52
<PAGE>   58

of Ampersand common stock at an exercise price of $0.25 per share, an
approximate discount of 83% from the market price of Ampersand common stock on
the date the warrant was issued. That warrant expires five years after the date
of grant. Ampersand repaid both Notes and accrued interest on February 20, 2001.
The proceeds of the Notes were used to fund a portion of the loan to AccuMed
upon the signing of the merger agreement on February 7, 2001.

     On July 26, 2001, Ampersand issued a promissory note to Cadmus Corporation
in exchange for $100,000 in cash. On August 6, 2001, Ampersand issued a
promissory note to Azimuth Corporation in exchange for $100,000 in cash.
Alexander Milley, a director and significant stockholder of Ampersand is
considered a control person of both Cadmus Corporation and Azimuth Corporation.
The notes are due on September 22, 2001 and bear interest at the rate of 15% per
annum. As additional consideration for the notes, Ampersand issued five-year
warrants to Cadmus Corporation and Azimuth Corporation entitling the holders to
each purchase 250,000 shares of common stock at an exercise price of $1.00 per
share. The closing market prices of the common stock on the respective issue
dates of the warrants entitling each holder to purchase 250,000 shares of common
stock were $0.97 per share and $0.93 per share. Ampersand determined the fair
value of these warrants to be $7,200 using the fair value interest rate method.
This value will be amortized as additional interest expense over the life of the
notes and the full amount will be charged to expense during the third quarter of
2001.

     In addition, on July 26, 2001, Ampersand agreed to issue a five-year
warrant to Azimuth Corporation entitling the holder to purchase 500,000 shares
of common stock at $1.00 per share. In conjunction with the issuance of this
warrant, Azimuth Corporation agreed to relinquish the conversion rights granted
to it under the terms of a convertible promissory note issued by Ampersand in
September 2000, which entitled Azimuth Corporation to convert the principal and
accrued interest due under the note into common stock at a conversion price of
$1.00 per share. The September 2000 note was considered to have a beneficial
conversion feature for which Ampersand had determined a fair value of $125,000
in 2000. This fair value was recorded as a discount to the debt and was being
amortized as additional interest expense over the term of the note. The closing
market price of the common stock of Ampersand on the issue date of this warrant
was $0.97 per share. Ampersand determined the fair value of the warrant to be
approximately $21,000 based on the value of the unamortized debt discount at the
date this warrant was issued and the conversion right was waived. This value
will be amortized as additional interest expense over the life of the note and
the full amount will be charged to expense during the third quarter of 2001.

     On August 6, 2000, Ampersand issued a promissory note to Northlea Partners,
Ltd. in exchange for $25,000 in cash. John Abeles, a director of Ampersand, is
the general partner of Northlea Partners, Ltd. The terms of the note are the
same as the notes issued to Cadmus Corporation and Azimuth Corporation. As
additional consideration for this note, Ampersand issued a five-year warrant to
Northlea Partners, Ltd. entitling the holder to purchase 62,500 shares of common
stock at an exercise price of $1.00 per share. The closing market price of the
common stock on the issue date of this warrant was $0.93 per share. Ampersand
determined the fair value of the warrant to be $825 using the fair value
interest rate method. This value will be amortized as additional interest
expense over the life of the note and the full amount will be charged to expense
during the third quarter of 2001.

     Ampersand believes that its historical financial position has made it
difficult to access standard sources for capital. Ampersand has limited assets
on which a lender might seek a security interest to provide loans or a line of
credit. Ampersand has been able to utilize the accounts receivable base of Samba
as a means to locally fund the subsidiary. However, no such base exists with
Ampersand. Since Ampersand has no asset base against which to arrange secured
loans, it must deal with unsecured lending. The terms and conditions of the
convertible promissory note issued in September 2000 to Azimuth Corporation in
exchange for $500,000 in cash are identical to two other convertible promissory
notes issued to unaffiliated third parties. In transactions in which Ampersand
has borrowed short-term funds for brief periods of time, such funds were not
available to Ampersand from any other sources. Accordingly, Ampersand's board of
directors believes that the interest rates and additional consideration paid to
Azimuth Corporation for these short-term loans are in accordance with what other
companies might be required to pay for such loans were their financial
circumstances similar

                                        53
<PAGE>   59

to those of Ampersand. The terms of each loan were approved by all members of
the board, who are not affiliated with Azimuth Corporation.

     Ampersand has negotiated similar compensation terms for all individuals,
groups and companies who provide placement or finders services in private
offerings of equity or debt. The exercise price of warrants issued as
compensation related to finders services has varied depending on the price of
the offering. Affiliated parties were treated the same as all other outside
parties providing finders services.

COMPENSATION

     COMPENSATION OF DIRECTORS

     Ampersand compensates its non-management directors through the grant of an
annual option to purchase shares of Ampersand common stock. The options are
granted at the first directors meeting following the Annual Meeting of
Stockholders. The exercise price of the option is set at the fair market value
determined by the closing price of the Ampersand common stock as reported on the
Over-the-Counter Bulletin Board on the date of the grant. Non-management
directors were granted options to purchase 50,000 shares and 20,000 shares for
the years 2000 and 1999, respectively. Ampersand also reimburses its directors
for expenses incurred in connection with their attendance at meetings of the
board of directors.

     EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                     ANNUAL COMPENSATION                LONG-TERM COMPENSATION
                                           ----------------------------------------    ------------------------
                                                                                       RESTRICTED
                                                                                         STOCK
  NAME AND PRINCIPAL POSITION      YEAR     SALARY        BONUS (3)    OTHER (4)(5)      AWARDS         OPTIONS
  ---------------------------      ----     ------        ---------    ------------    ----------       -------
<S>                                <C>     <C>            <C>          <C>             <C>              <C>
Peter P. Gombrich,.............    2000    $225,000        $50,000       $35,153          Nil           200,000
  Chairman of the Board and        1999    $200,000        $50,000       $ 9,000          Nil               Nil
  Chief Executive Officer          1998    $ 43,750(1)         Nil       $ 2,250          Nil               Nil
Leonard R. Prange,.............    2000    $175,000        $25,000       $24,270          Nil           100,000
  President, Chief Operating       1999    $139,583        $25,000       $ 3,500          Nil           400,000
  Officer, Chief Financial         1998          --(2)          --            --           --                --
  Officer and Secretary
</Table>

-------------------------
(1) Compensation received in 1998 from InPath LLC, which was acquired by
    Ampersand in December 1998.

(2) Mr. Prange was elected President of Ampersand in December 1998 but did not
    receive any salary from Ampersand until January 1999.

(3) The employment agreements of Mr. Gombrich and Mr. Prange provide that they
    are each entitled to receive bonus compensation at the discretion of the
    board of directors. In May 2000 and February 2001, the board of directors
    authorized 1999 and 2000 bonus payments, respectively, to Mr. Gombrich and
    Mr. Prange.

(4) Ampersand policy provides that an employee may receive cash compensation in
    lieu of unused vacation time or defer unused vacation time for use in future
    periods. Mr. Gombrich took cash compensation of $26,153 and Mr. Prange took
    cash compensation of $18,270 to offset portions of their respective unused
    vacation time.

(5) The employment agreements of Mr. Gombrich and Mr. Prange provide that they
    are to receive monthly automobile allowances of $750 and $500, respectively.

                                        54
<PAGE>   60

STOCK OPTIONS

                             OPTION GRANTS IN 2000

     The following table sets forth certain information with respect to stock
options granted to the Named Executive Officers during 2000 under the 1999
Equity Incentive Plan.

     In addition to providing the number of shares subject to options granted to
the Named Executive Officers, the following table discloses the range of
potential realizable values at various assumed appreciation rates. The table
discloses for the Named Executive Officers the gain or spread that would be
realized at the end of the option term for the options granted during 2000, if
the price of the common stock appreciates annually by the percentage levels
indicated from the market price on the date of grant.

                             OPTION GRANTS IN 2000

<Table>
<Caption>
                                                                                             POTENTIAL REALIZABLE VALUE
                                  NUMBER OF                                                   AT ASSUMED ANNUAL RATES
                                  SECURITIES     PERCENT OF                                 OF STOCK PRICE APPRECIATION
                                  UNDERLYING       TOTAL        EXERCISE                          FOR OPTION TERM
                                   OPTIONS        OPTIONS       PRICE PER   EXPIRATION      ----------------------------
NAME                               GRANTED     IN FISCAL YEAR     SHARE        DATE            5%($)           10%($)
----                              ----------   --------------   ---------   ----------         -----           ------
<S>                               <C>          <C>              <C>         <C>             <C>              <C>
Peter P. Gombrich..............    200,000          13.2%         $2.75      5/23/05         $151,958         $335,781
Leonard R. Prange..............    100,000           6.6%         $2.75      5/23/10         $172,946         $438,275
</Table>

     The following table sets forth information with respect to the value of all
stock options held at December 31, 2000 by the Named Executive Officers. No
options were exercised by the Named Executive Officers in 2000.

                       FISCAL YEAR END OPTION/SAR VALUES

<Table>
<Caption>
                                                       NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                                                      UNDERLYING UNEXERCISED               IN-THE-MONEY
                                                           OPTIONS/SARS                    OPTIONS/SARS
                                                        AT FISCAL YEAR END              AT FISCAL YEAR END
                                                   ----------------------------    ----------------------------
NAME                                               EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----                                               -----------    -------------    -----------    -------------
<S>                                                <C>            <C>              <C>            <C>
Peter P. Gombrich..............................          Nil         200,000             Nil          Nil(2)
Leonard R. Prange (1)..........................      400,000         100,000        $248,760          Nil(2)
</Table>

-------------------------
(1) On May 27, 1999, Mr. Prange was granted an option to purchase 400,000 shares
    of Ampersand common stock at an exercise price of $0.3937 per share, the
    fair market value as of the date of the grant determined in accordance with
    the provisions of the 1999 Equity Incentive Plan. One-third of the option
    vested on the date of grant, one-third on May 27, 2000, and the remainder on
    May 27, 2001. Mr. Prange's employment agreement provides that upon a change
    in control, all unvested options outstanding shall immediately vest and
    become exercisable.

(2) Options granted to Mr. Gombrich and Mr. Prange during 2000 vest at the rate
    of 20% per year beginning on May 23, 2001, and have exercise prices of
    $2.750 per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Ampersand does not have a Compensation Committee. The entire board of
directors participates in deliberations concerning executive compensation. Mr.
Gombrich, Chairman of the Board and Chief Executive Officer of Ampersand, does
not participate in any of the board's deliberations concerning his own
compensation. Other than Mr. Gombrich and Messrs. Milley and Shaw, who were
officers and directors of Bell National, a predecessor of Ampersand, no member
of the board of directors is a current or former officer or employee of
Ampersand or any of Ampersand's subsidiaries. None of Ampersand's executive
officers has

                                        55
<PAGE>   61

served on the board of directors or on the compensation committee of any other
entity that had an executive officer serving on Ampersand's board of directors.

     EMPLOYMENT AGREEMENTS

     MR. GOMBRICH is employed as Chairman of the Board and Chief Executive
Officer of Ampersand pursuant to an employment agreement with InPath LLC dated
May 1, 1998. Mr. Gombrich's agreement was amended on December 4, 1998 to reflect
changes related to the acquisition of InPath LLC by Ampersand. Under Mr.
Gombrich's agreement, Mr. Gombrich receives annual compensation consisting of a
base salary, a bonus determined at the discretion of the board of directors, and
a monthly automobile allowance of $750. Mr. Gombrich's base salary may be
increased in the discretion of the board of directors. His base salary was
$225,000 in 2000 and will be $250,000 in 2001. Mr. Gombrich's agreement has a
term of three years, beginning May 1, 1998 and ending April 30, 2001.
Thereafter, Mr. Gombrich's agreement automatically renews for consecutive terms
of two years unless either Mr. Gombrich or Ampersand elects not to renew it. For
two years following the termination of Mr. Gombrich's agreement, Mr. Gombrich
may not participate in a business that substantially and directly competes with
Ampersand. If there is a change in control of Ampersand, and Ampersand
thereafter terminates the agreement without cause, or Mr. Gombrich terminates
the agreement for good reason, Mr. Gombrich is entitled to a lump-sum severance
payment equal to three times the sum of his annual base salary, his annualized
monthly automobile allowance, and the highest incentive compensation paid to him
in any of the previous year incentive compensation periods. If Mr. Gombrich is
terminated without cause or resigns for good reason, and no change in control of
Ampersand has occurred, he is entitled to a lump-sum severance payment equal to
two times the sum of the foregoing amounts.

     MR. PRANGE is employed as President of Ampersand under an employment
agreement dated June 1, 1999. Under Mr. Prange's agreement, Mr. Prange receives
annual compensation consisting of a base salary, a bonus as determined at the
discretion of the board of directors, and a monthly automobile allowance of
$500. Mr. Prange's base salary may be increased at the discretion of the board
of directors. His base salary was $175,000 in 2000 and will be $200,000 in 2001.
Mr. Prange's agreement has a term of three years, beginning June 1, 1999 and
ending May 31, 2002. Thereafter, Mr. Prange's agreement automatically renews for
additional one-year terms unless either Mr. Prange or Ampersand elects not to
renew it. For two years following the termination of Mr. Prange's agreement, Mr.
Prange may not actively participate in the management of a business that
substantially or directly competes with Ampersand. If there is a change in
control of Ampersand and Ampersand terminates Mr. Prange's agreement or Mr.
Prange resigns after a change in control of Ampersand or for good reason, Mr.
Prange is entitled to receive a lump-sum severance payment equal to the sum of
his annual base salary, twelve times his monthly automobile allowance, and the
highest incentive compensation paid to him in any of two consecutive annual
incentive compensation periods. In addition, any unvested stock options,
restricted stock awards or other equity-based incentives held by or owed to Mr.
Prange vest fully and become immediately exercisable.

     EXECUTIVE COMPENSATION POLICIES

     The Ampersand board of directors' intent is to structure the compensation
of Ampersand's executive officers so as to attract and retain executives capable
of leading Ampersand to meet its business objectives and to motivate the
executives to enhance long-term shareholder value. Ampersand's executive
officers receive annual compensation consisting of cash salary as well as other
forms of compensation, which the board believes to be in the best interests of
Ampersand and the stockholders. Examples of such additional compensation are
cash bonuses and automobile allowances. In determining the level of total
compensation to be paid to an executive officer, the board considers such
factors as the officer's responsibilities, qualifications and contribution to
Ampersand, and the compensation paid by comparable companies to individuals in
comparable positions. The board of directors' evaluation of executive officers,
except the Chief Executive Officer, may also be based on the Chief Executive
Officer's assessment of the officer's contribution to Ampersand. The board of
directors also compensates executive officers and other key employees by means
of

                                        56
<PAGE>   62

stock options or other types of long-term, equity based awards, primarily under
the terms of the 1999 Equity Incentive Plan, with respect to which the board of
directors acts as the Compensation Committee.

     In selecting new executive officers, the board of directors considers the
specific needs of Ampersand and the expertise and special skills offered by the
candidates. The board of directors then determines starting compensation based
on its assessment of the package needed to attract a particular individual to
Ampersand. Compensation of continuing officers is also reviewed periodically
against this assessment.

     The employment agreements of Mr. Gombrich and Mr. Prange provide for
incentive compensation payments at the discretion of the board of directors.
Since Ampersand's ultimate financial performance is directly related to its
primary products, which are still in development and have not yet been
introduced into the market, the board evaluated the performance of Ampersand and
its principal executives during the year 2000, based on development
accomplishments and cost controls. These development accomplishments included
the initiation of a clinical trial for one of Ampersand's products, the
development of a laboratory test version of Ampersand's InPath System, the
signing of a license to allow the incorporation of HPV detection technology into
the InPath System, and the finalization of the bio-molecular assay development
for the InPath System. In addition, management's ability to complete various
capital funding programs, complete preliminary negotiations to merge AccuMed
into a subsidiary of Ampersand, and the maintenance of spending controls focused
on getting products to market, were also considered. Based on the board's
evaluation of the overall performance of Ampersand, including the above specific
points, the board awarded Mr. Gombrich a bonus of $50,000, equal to
approximately 22% of his base salary, and awarded Mr. Prange a bonus of $25,000,
equal to approximately 14% of his base salary.

     The board of directors has established specific financial and product
performance goals for 2001, which will be used to measure each executive's
performance and eligibility for incentive payments.

     The employment agreements of Mr. Gombrich and Mr. Prange provide for annual
increases in base compensation at the discretion of the board of directors. In
determining base compensation increases, the Board considered general market
factors, which influence the compensation level of similar executives. In
addition, the Board also took into account of the facts that the size and
development stage of Ampersand dictate that the duties of each executive
encompass a much broader and more detailed range of responsibilities and related
time commitments than would be required in a company able to support a larger
executive staff. Based on the Board's evaluation of all of these factors, the
board of directors voted to increase the base compensation of each executive for
the year 2001 by $25,000.

     Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
limits Ampersand to a deduction, for federal income tax purposes, of no more
than $1,000,000 in a taxable year of compensation paid to the Chief Executive
Officer, or to any of the four most highly compensated officers of Ampersand
other than the Chief Executive Officer. Compensation above $1,000,000 may be
deducted if it is qualified performance-based compensation within the meaning of
the Internal Revenue Code of 1986, as amended. The board believes that at the
present time it is unlikely that the compensation paid to any officer of
Ampersand in a taxable year will exceed $1,000,000. Therefore, the board of
directors has not yet established a policy for determining which forms of
incentive compensation awarded to its executive officers shall be designed to
qualify as qualified performance-based compensation. The board of directors
intends to continue to evaluate the effects of the statute and Treasury
Regulations and to comply with Section 162(m) of the Internal Revenue Code of
1986, as amended, in the future to the extent consistent with the best interests
of Ampersand.

Peter P. Gombrich
Alexander M. Milley
Robert C. Shaw
John Abeles, M.D.
Denis O'Donnell, M.D.

                                        57
<PAGE>   63

PERFORMANCE GRAPH

     The following graph compares the performance of Ampersand's common stock
with the performance of the NASDAQ Composite (U.S.) Index and the NASDAQ Medical
Devices, Instruments and Supplies, Manufacturers and Distribution Index. The
graph covers the period from November 30, 1998, immediately prior to Ampersand's
acquisition of InPath LLC on December 4, 1998, when Ampersand entered into the
medical-device industry, to December 31, 2000. The acquisition of InPath LLC was
accounted for as a reverse acquisition whereby InPath LLC was deemed to have
acquired Ampersand. Accordingly, information is shown as if Ampersand first
became a reporting entity on December 4, 1998. Historical information for
Ampersand prior to December 1998 is not reported. During the sixteen-month
period preceding the acquisition of InPath LLC, Ampersand was not engaged in any
business, and immediately before this period of inactivity it was engaged in
designing and distributing drapery and upholstery fabrics. The graph shows the
total cumulative return of an investment of $100 in the group of stocks that
comprise each index. All values assume reinvestment of the full amount of
dividends.

[PERFORMANCE GRAPH]

<Table>
<Caption>
                                                          AMPM                 NASDAQ COMPOSITE US       NASDAQ MEDICAL DEVICES
                                                          ----                 -------------------       ----------------------
<S>                                             <C>                         <C>                         <C>
Nov-98                                                    100.00                     100.00                      100.00
Dec-98                                                    625.00                     112.99                      107.06
Dec-99                                                   1625.00                     209.99                      129.66
Dec-00                                                   2031.00                     126.37                      134.55
</Table>

                                        58
<PAGE>   64

                              UNAUDITED PRO-FORMA
                  CONDENSED CONSOLIDATED FINANCIAL INFORMATION

     Ampersand Medical Corporation and Subsidiaries anticipates acquiring all of
the outstanding shares of common stock and Series A Convertible Preferred Stock
of AccuMed International, Inc. and Subsidiary in exchange for 3,760,742 shares
of Ampersand common stock and 572,485 shares of Ampersand Series A Convertible
Preferred stock. In addition, AccuMed options and warrants will be converted
into Ampersand options and warrants to purchase approximately 1,678,467 shares
of Ampersand common stock.

     The following unaudited pro-forma condensed consolidated financial
information gives effect to the merger of Ampersand and AccuMed using the
purchase method of accounting for business combinations.

     The unaudited pro-forma condensed consolidated balance sheet as of June 30,
2001 is presented as if the merger had occurred on June 30, 2001. The unaudited
pro-forma condensed consolidated statements of operations are provided for the
year ended December 31, 2000 and the period ended June 30, 2001, giving effect
to the merger as though it had occurred on January 1, 2000.

     The unaudited pro-forma condensed consolidated financial information is
presented for illustrative purposes only and is not necessarily indicative of
the financial position or operating results that would have been achieved if the
merger had been completed as of the beginning of the periods presented, nor is
it necessarily indicative of the future financial position or operating results
of Ampersand. The unaudited pro-forma condensed consolidated financial
information does not give effect to any cost savings or restructuring and
integration costs that may result from the integration of the operations of
Ampersand and AccuMed. The costs related to restructuring and integration have
not yet been determined, and Ampersand expects to charge these costs to
operations during the quarter incurred.

     The unaudited pro-forma condensed consolidated financial information should
be read in conjunction with the audited and unaudited financial statements and
accompanying notes of Ampersand and AccuMed incorporated by reference in this
prospectus/proxy statement.

                                        59
<PAGE>   65

                         AMPERSAND MEDICAL CORPORATION
            UNAUDITED PRO-FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2001

<Table>
<Caption>
                                                                                                      PRO-FORMA
                                                          AMPERSAND      ACCUMED    ADJUSTMENTS      AS ADJUSTED
     (Amounts in thousands, except per share data)        ---------      -------    -----------      -----------
<S>                                                       <C>            <C>        <C>              <C>
ASSETS
Cash and cash equivalents..............................         10          166          (450)            (274)
Available-for-sale securities..........................                     234          (234)(e)           --
Notes receivable.......................................      1,500                     (1,500)(b)           --
Accounts receivable, net...............................        554           43            --              597
Accrued interest receivable............................        144                        (63)(c)           81
Inventories............................................         45          598            --              643
Refundable taxes.......................................        108                         --              108
Prepaid expenses.......................................        159           17            --              176
                                                           -------       -------      -------         --------
                                                             2,520        1,058        (2,247)           1,331
Fixed Assets, net......................................        631          217                            848
Other Assets:
License, patents and technology........................      1,623        3,935          (534)(d)       13,002
                                                                                        7,978
Goodwill, net..........................................         67                                          67
Prepaid royalties......................................      1,298                       (979)(d)          319
                                                           -------       -------      -------         --------
TOTAL ASSETS...........................................      6,139        5,210         4,218           15,567
                                                           =======       =======      =======         ========
LIABILITIES AND EQUITY
Accounts payable.......................................      1,921          188            --            2,109
Taxes payable..........................................                                    --               --
Customer and other deposits............................                                    --               --
Accrued payroll costs..................................         98                         --               98
Accrued expenses.......................................        660          597           (54)(d)        1,190
                                                                                           50(a)
                                                                                          (63)(c)
Deferred revenue.......................................         58          315          (315)(d)           58
Revolving line of credit...............................         97                         --               97
Current maturities notes payable -- related party......        471                         --              471
Current maturities notes payable.......................        914                     (1,500)(b)         (586)
Current portion of long term debt......................         --        1,772            --            1,772
Other current liabilities..............................         --                         --               --
                                                           -------       -------      -------         --------
TOTAL CURRENT LIABILITIES..............................      4,219        2,872        (1,882)           5,209
DEFERRED REVENUE.......................................         --          989          (535)(D)           --
                                                                                         (454)(A)
Preferred stock, series A convertible ($.001 par)......         --        2,576        (2,576)(a)            1
                                                                                            1(a)
Preferred stock, series B convertible ($.001 par)......          1           --                              1
Common stock ($.001 par)...............................         31           57           (57)(a)           35
                                                                                            4(a)
                                                                                           --
Additional paid-in capital.............................     18,563       61,291       (61,291)(a)       27,840
                                                                                        6,653(a)
                                                                                        2,624(a)
Note receivable from stockholder.......................       (250)                        --             (250)
Other comprehensive loss...............................                    (154)          154(a)            --
Accumulated deficit....................................    (16,335)      (62,205)      62,205(a)       (16,335)
                                                                                         (609)(d)         (609)
Deferred stock compensation............................                                    (1)(a)           (1)
Cumulative translation adjustment......................        (90)                        --              (90)
Treasury stock.........................................                    (216)          216(a)          (234)
                                                                                         (234)(e)
                                                           -------       -------      -------         --------
TOTAL STOCKHOLDERS' EQUITY.............................      1,920        1,349         7,089           10,358
                                                           -------       -------      -------         --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY...............      6,139        5,210         4,218           15,567
                                                           =======       =======      =======         ========
</Table>

                                        60
<PAGE>   66

                         AMPERSAND MEDICAL CORPORATION
       UNAUDITED PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                         SIX MONTHS ENDED JUNE 30, 2001

<Table>
<Caption>
                                                      HISTORICAL    HISTORICAL                      PRO-FORMA
                                                      AMPERSAND      ACCUMED        ADJUSTMENTS    AS ADJUSTED
  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)       ----------    ----------      -----------    -----------
<S>                                                   <C>           <C>             <C>            <C>
REVENUE
  Net sales.......................................         697            43             --              740
  Licensing fees and royalties....................          --           716            (42)(g)          674
                                                       -------       -------           ----          -------
       Total revenue..............................         697           759            (42)           1,414
OPERATING EXPENSES
  Cost of goods sold..............................         487            47             --              534
  Research and development........................       1,938           354             --            2,292
  Amortization....................................          84                                            84
  Selling, general, and administrative expenses...       2,629         1,436            (66)(i)        3,999
                                                       -------       -------           ----          -------
       Total operating expenses...................       5,138         1,837            (66)           6,909
                                                       -------       -------           ----          -------
OPERATING LOSS....................................      (4,441)       (1,078)            24           (5,495)
                                                       -------       -------           ----          -------
OTHER INCOME (EXPENSE)
  Interest expense -- related party...............        (226)           --             --             (226)
  Interest expense................................        (119)          (61)            50(j)          (130)
  Interest income -- related party................          18            --             --               18
  Interest income.................................          53                          (50)(j)            3
  Other income, net...............................           3            66             --               69
                                                       -------       -------           ----          -------
       Total other income (expense)...............        (271)            5             --             (266)
                                                       -------       -------           ----          -------
LOSS BEFORE INCOME TAXES..........................      (4,712)       (1,073)            24           (5,761)
Income taxes......................................          --            --             --               --
                                                       -------       -------           ----          -------
Net loss..........................................      (4,712)       (1,073)            24           (5,761)
Dividends on convertible preferred stock..........        (212)           --             --             (212)
Deemed dividend upon issuance of convertible
  preferred stock.................................      (1,933)           --                          (1,933)
                                                       -------       -------           ----          -------
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS.........      (6,857)       (1,073)            24           (7,906)
                                                       =======       =======           ====          =======
BASIC AND DILUTED NET LOSS PER SHARE..............     $ (0.23)      $ (0.19)                        $ (0.23)
                                                       =======       =======                         =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING........      30,437         5,738                          34,048
                                                       =======       =======                         =======
</Table>

                                        61
<PAGE>   67

                         AMPERSAND MEDICAL CORPORATION
       UNAUDITED PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2000

<Table>
<Caption>
                                                     HISTORICAL    HISTORICAL                       PRO-FORMA
                                                     AMPERSAND      ACCUMED      ADJUSTMENTS       AS ADJUSTED
  (Amounts in thousands, except per share data)      ----------    ----------    -----------       -----------
<S>                                                  <C>           <C>           <C>               <C>
REVENUE
  Net sales......................................       1,094           303          (121)(f)          1,276
  Licensing fees and royalties...................          --           174           (66)(g)            108
                                                      -------       -------        ------           --------
       Total revenue.............................       1,094           477          (187)             1,384
OPERATING EXPENSES
  Cost of revenues...............................         637           122           (58)(h)            701
  Research and development.......................       3,426         1,143            --              4,569
  Amortization...................................         169            --                              169
  Selling, general, and administrative
     expenses....................................       3,550         2,866          (118)(i)          6,298
                                                      -------       -------        ------           --------
       Total operating expenses..................       7,782         4,131          (176)            11,737
                                                      -------       -------        ------           --------
OPERATING LOSS...................................      (6,688)       (3,654)          (11)           (10,353)
                                                      -------       -------        ------           --------
OTHER INCOME (EXPENSE)
  Interest expense -- related party..............        (155)           --            --               (155)
  Interest expense...............................         (80)          (38)           16(j)            (102)
  Interest income -- related party...............          63            --            --                 63
  Interest income................................          10            16           (16)(j)             10
  Realized gain on available for sale security...          --           331          (331)(k)             --
  Other income, net..............................         239           247            --                486
                                                      -------       -------        ------           --------
       Total other income (expense)..............          77           556          (331)               302
                                                      -------       -------        ------           --------
LOSS BEFORE INCOME TAXES.........................      (6,611)       (3,098)         (342)           (10,051)
INCOME TAXES.....................................          --            --            --                 --
                                                      -------       -------        ------           --------
NET LOSS.........................................      (6,611)       (3,098)         (342)           (10,051)
                                                      =======       =======        ======           ========
BASIC AND DILUTED NET LOSS PER SHARE.............     $ (0.24)      $ (0.55)                        $  (0.33)
                                                      =======       =======                         ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.......      27,869         5,653                           30,069
                                                      =======       =======                         ========
</Table>

                                        62
<PAGE>   68

NOTES TO THE UNAUDITED PRO-FORMA CONDENSED CONSOLIDATED BALANCE SHEET

     The following represents the components of the purchase price of AccuMed
for financial accounting purposes (in thousands):

<Table>
<S>                                                             <C>
     Fair value of 3,760,742 shares of Ampersand common
      stock exchanged for outstanding AccuMed common
      stock.................................................    $6,243
     Fair value of 572,485 shares of Ampersand Series A
      Convertible Preferred Stock exchanged for outstanding
      AccuMed Series A Convertible Preferred Stock..........       415
     Fair value of stock options exchanged:
       Vested options.......................................       884
       Unvested options.....................................         1
     Fair value of warrants exchanged.......................     1,739
     Estimated direct acquisition costs to be incurred by
      Ampersand.............................................       450
                                                                ------
       Total purchase price.................................    $9,732
                                                                ======
</Table>

     The fair value of the common stock issued in the merger of $1.66 per share
was based on the average market value of Ampersand common stock during the
period commencing three days before and ending three days after the announcement
date of the acquisition. The fair value of stock options exchanged was
determined on a grant-by-grant basis using the Black-Scholes model and the
following assumptions:

     - stock price of $1.66;

     - volatility of 216%;

     - dividend rate of zero;

     - risk-free rate of return ranging from 5.0% to 6.0% depending on the date
       of the grant; and

     - expected life ranging from .08 to 8.83 years depending on the vesting
       status.

     The total number of shares pertaining to stock options assumed to be
exchanged was 550,269, of which 441,178 were vested and 109,091 were unvested.
The intrinsic value of the unvested employee stock options is recorded in the
purchase accounting as deferred compensation to be amortized over the remaining
vesting period. The fair value of warrants exchanged pertaining to 1,128,197
shares was determined using the Black-Scholes model and the following
assumptions:

     - stock price of $1.66;

     - volatility of 216%;

     - dividend rate of zero;

     - risk-free rate of return ranging from 5.0% to 6.0% depending on the date
       of the grant; and

     - expected life equal to the remaining contractual term of each warrant.

     The following represents the preliminary allocation of the total purchase
price to the estimated fair values of acquired assets and liabilities of AccuMed
at June 30, 2001 and is for illustrative purposes only. For purposes of this
pro-forma presentation, the excess of the purchase price over the historical
book value of net assets acquired has been allocated to license, patents and
technology. Upon consummation of the merger, the fair value of the acquired
licenses, patents and technology will be determined for purposes of the actual
allocation. Assuming the transaction occurred on June 30, 2001, the purchase
accounting allocation would have been as follows (in thousands):

<Table>
<S>                                                             <C>
Historical book value of net assets acquired................    $1,349
Historical deferred revenue of AccuMed included in the net
  assets acquired above, excluded from purchase price.......       454
                                                                ------
                                                                 1,803
License, patents and technology.............................     7,978
Liability for acquisition costs incurred by AccuMed.........       (50)
Deferred compensation.......................................         1
                                                                ------
          Total purchase price..............................    $9,732
                                                                ======
</Table>

                                        63
<PAGE>   69

     The purchase accounting allocation summarized above is reflected in the
following pro forma adjustments to the unaudited pro forma condensed
consolidated balance sheet at June 30, 2001:

     a. To record Ampersand's investment in AccuMed equal to the total purchase
        price summarized above (including the $450 of direct acquisition costs
        incurred by Ampersand) and to record as license, patents and technology
        the excess of the total purchase price over the fair value of the net
        assets acquired resulting from the purchase accounting for AccuMed. The
        amount allocated to license, patents and technology has an indefinite
        useful life. In accordance with the Financial Accounting Standards
        Board's Statements of Financial Accounting Standards No. 141, Business
        Combinations, and No. 142, Goodwill and Other Intangible Assets, the
        amount allocated to license, patents and technology will not be
        amortized but reviewed annually, or more frequently if impairment
        factors arise, for impairment.

     b. To eliminate the note payable of AccuMed to Ampersand.

     c. To eliminate the accrued interest on the note payable of AccuMed to
        Ampersand.

     d. To remove license fees and royalties paid to AccuMed by Ampersand
        recorded by Ampersand and related deferred revenue as recorded by
        AccuMed.

     e. To remove AccuMed's investment in Ampersand common stock.

NOTES TO UNAUDITED PRO-FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

     f. To eliminate AccuMed sales to Ampersand.

     g. To eliminate license fees and royalties recognized by AccuMed from a
        license agreement between AccuMed and Ampersand.

     h. To eliminate AccuMed's cost of goods sold related to sales between the
        companies.

     i. To eliminate license fees and royalties as recorded by Ampersand from a
        license agreement between AccuMed and Ampersand.

     j. To eliminate interest income and interest expense on notes payable by
        AccuMed to Ampersand.

     k. To eliminate AccuMed's realized gain on available for sale security from
        the sale of Ampersand common stock.

                                        64
<PAGE>   70

                     DESCRIPTION OF AMPERSAND CAPITAL STOCK

     The following description contains a summary of the material features of
the capital stock of Ampersand but does not purport to be complete and is
subject to and qualified in its entirety by reference to the Ampersand
Certificate of Incorporation which is filed as an exhibit to the Registration
Statement of which this proxy statement-prospectus is a part.

GENERAL

     The Ampersand certificate of incorporation authorizes the issuance by
Ampersand of up to 55,000,000 shares of its capital stock consisting of
50,000,000 shares of Ampersand common stock, par value $.001 per share, and
5,000,000 shares of Ampersand preferred stock, par value $.001 per share. As of
August 7, 2001, 30,702,149 shares of Ampersand common stock and 1,500,000 shares
of Ampersand Series B Convertible Preferred Stock were issued and outstanding.
The Ampersand Series B Convertible Preferred Stock is convertible into 6,000,000
shares of Ampersand common stock. In addition, as of August 7, 2001, Ampersand
had outstanding options, warrants and debt convertible into an aggregate of
9,800,000 shares of Ampersand common stock. The Ampersand common stock is quoted
on the Over-the-Counter Bulletin Board under the symbol AMPM. The stock transfer
agent and registrar for the Ampersand common stock is LaSalle Bank National
Association, Chicago, Illinois.

     On May 24, 2001, Ampersand's stockholders approved a one-for-three reverse
split of Ampersand's common stock. The split will become effective after the
closing of the merger. In the split, each three shares of Ampersand's common
stock will be reclassified and converted into one share of common stock.
Fractional shares will not be issued. Instead, common stockholders will be
entitled to receive a cash distribution, without interest, in lieu of any
fractional shares.

COMMON STOCK

     Each share of the Ampersand common stock has the same relative rights and
is identical in all respects with each other share of the Ampersand common
stock.

     Subject to any prior rights of the holders of any Ampersand preferred stock
then outstanding, holders of the Ampersand common stock are entitled to receive
such dividends as are declared by the Ampersand board of directors out of funds
legally available therefor. Full voting rights are vested in the holders of
Ampersand common stock, each share being entitled to one vote, subject to the
rights of the holders of any Ampersand preferred stock then outstanding. The
Ampersand board of directors may issue authorized shares of Ampersand common
stock without stockholder approval. Subject to any prior rights of the holders
of any Ampersand preferred stock then outstanding, in the event of liquidation,
dissolution or winding up of Ampersand, holders of shares of Ampersand common
stock are entitled to receive pro rata, any assets distributable to stockholders
with respect to shares held by them. Holders of shares of Ampersand common stock
do not have any preemptive rights to subscribe for any additional securities
which may be issued by Ampersand or any cumulative voting rights. The
outstanding shares of Ampersand common stock are, and the shares of Ampersand
common stock to be issued in the merger when issued will be, fully paid and non-
assessable.

PREFERRED STOCK

     The Ampersand certificate of incorporation authorizes the issuance by
Ampersand of up to 5,000,000 shares of Ampersand preferred stock, par value
$.001 per share. The Ampersand preferred stock may be issued in one or more
series at such time or times and for such consideration as the Ampersand board
of directors may determine. The Ampersand board of directors is expressly
authorized at any time, and from time to time, to provide for the issuance of
Ampersand preferred stock with such voting rights and other powers, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution providing for the issuance thereof. The Ampersand
board of directors is authorized to designate the series and the number of
shares comprising such series, the dividend rate, the redemption rights, if any,
any purchase, retirement or sinking fund provisions, any conversion rights and
any special voting rights with respect to the shares of such series. The ability
of the Ampersand board of directors to issue Ampersand preferred stock without
stockholder approval could make an acquisition by an
                                        65
<PAGE>   71

unwanted suitor of a controlling interest in Ampersand more difficult,
time-consuming or costly, or otherwise discourage an attempt to acquire control
of Ampersand. Shares of Ampersand preferred stock redeemed or acquired by
Ampersand may return to the status of authorized but unissued shares, without
designation as to series, and may be reissued by the Ampersand board of
directors.

     SERIES A CONVERTIBLE PREFERRED STOCK. Ampersand has designated 590,197
shares of its preferred stock as Series A Convertible Preferred Stock with a
stated value of $4.50 per share. The Series A Convertible Preferred Stock is not
redeemable and pays no dividends. In the event of a liquidation, dissolution or
winding up of Ampersand, holders of shares of Ampersand Series A Convertible
Preferred Stock are entitled to receive prior to any distribution to the holders
of the shares of Ampersand common stock and pro rata with the holders of the
Ampersand Series B Convertible Preferred Stock, a liquidation preference of
$4.50 per share. The Series A Convertible Preferred Stock may be converted at
any time by the holders of such shares into that number of shares of Ampersand
common stock equal to the stated value of the Series A Convertible Preferred
Stock divided by the conversion price, which initially is $10.3034 per share.
The conversion price will be appropriately adjusted to take into account the
Ampersand reverse stock split referred to under "General" above. The Series A
Convertible Preferred Stock may also be converted by Ampersand until February
28, 2004 if the Ampersand common stock price equals or exceeds $13.50 per share.
Except as specifically required by law, the holders of the Series A Convertible
Preferred Stock shall have no right to vote on any matters.

     SERIES B CONVERTIBLE PREFERRED STOCK. Ampersand has designated 1,500,000
shares of its Preferred Stock as Series B Convertible Preferred Stock with a
stated value of $4.00 per share. The Series B Convertible Preferred Stock
accrues dividends at an annual rate of 10% which are scheduled to be paid
quarterly by Ampersand on the last day of March, June, September and December.
The Series B Convertible Preferred Stock is not redeemable. In the event of a
liquidation, dissolution or winding up of Ampersand, holders of shares of
Ampersand Series B Convertible Preferred Stock are entitled to receive prior to
any distribution to the holders of the shares of Ampersand common stock and pro
rata with the holders of the Ampersand Series A Convertible Preferred Stock, a
liquidation preference of $4.00 per share. The Series B Convertible Preferred
Stock may be converted at any time by the holders of such shares into that
number of shares of Ampersand common stock equal to the stated value of the
Series A Convertible Preferred Stock divided by the conversion price, which
initially is $1.00 per share. The conversion price will be appropriately
adjusted to take into account the Ampersand reverse stock split referred to
under "General" above. The Series B Convertible Preferred Stock may also be
converted by Ampersand if the Ampersand common stock price exceeds $4.00 per
share for any 40 consecutive trading days upon 20 days prior written notice to
the holders of the Series B Convertible Preferred Stock. Except as specifically
required by law and for matters affecting the rights of the holders of the
Series B Convertible Preferred Stock, the holders of the Series B Convertible
Preferred Stock shall have no right to vote on any matters.

                      DESCRIPTION OF ACCUMED CAPITAL STOCK

GENERAL

     The AccuMed Certificate of Incorporation authorizes the issuance by AccuMed
of up to 55,000,000 shares of its capital stock consisting of 50,000,000 shares
of AccuMed common stock, par value $0.01 per share, and 5,000,000 shares of
AccuMed preferred stock, par value $0.01 per share. As of August 7, 2001,
5,739,838 shares of AccuMed common stock and 572,485 shares of AccuMed Series A
Convertible Preferred Stock were issued and outstanding. The shares of Series A
Convertible Preferred Stock are convertible into 381,659 shares of AccuMed
common stock. In addition, as of August 7, 2001, AccuMed had outstanding options
and warrants to purchase an aggregate of 2,558,429 shares of AccuMed common
stock, and a note convertible into 56,411 shares of AccuMed common stock.

COMMON STOCK

     AccuMed common stockholders are entitled to one vote per share on all
matters to be voted upon by AccuMed common stockholders. AccuMed common
stockholders may not cumulate votes for the election of directors.

                                        66
<PAGE>   72

     AccuMed common stockholders are entitled to receive ratably any dividends
as may be declared from time to time by the AccuMed board of directors out of
funds legally available for dividend payments, subject to dividend preferences
of any holders of AccuMed preferred stock. In the event of liquidation or
dissolution of AccuMed, its common stockholders are entitled to share ratably in
all assets remaining after payment of liabilities and liquidation preferences of
any preferred stock. AccuMed common stockholders do not have any preemptive or
conversion rights or other subscription rights. Neither redemption nor sinking
fund provisions apply to AccuMed common stock.

     All outstanding shares of AccuMed common stock are fully paid and
non-assessable.

PREFERRED STOCK

     AUTHORIZATION TO ISSUE ADDITIONAL PREFERRED STOCK

     AccuMed's board of directors may issue up to 5,000,000 total shares of
preferred stock, including the Series A Convertible Preferred Stock currently
outstanding, in one or more series and, subject to Delaware corporate law, may:

          - fix the number of shares and designation of any series;

          - fix the preferences, limitations, rights, qualifications and
            restrictions of any series; and

          - determine the voting power of any series.

     Although AccuMed presently does not intend to do so, AccuMed's board of
directors may issue additional preferred stock with voting and conversion rights
which could negatively affect the voting power or other rights of AccuMed common
stockholders without stockholder approval. For example, the issuance of
additional preferred stock could further decrease the amount of assets available
for distribution to common stockholders and delay or prevent a change in control
of AccuMed.

     SERIES A CONVERTIBLE PREFERRED STOCK

     At August 7, 2001, there were 572,485 shares of AccuMed's Series A
Convertible Preferred Stock outstanding. Each share is convertible into .6667 of
a share of AccuMed common stock at the election of the holder without payment of
any additional consideration.

     Liquidation Preference. If AccuMed were to liquidate, each holder of Series
A Convertible Preferred Stock would be entitled to receive an amount equal to
the stated value of his shares. The Series A Convertible Preferred Stock
liquidation preference must be satisfied in full before any payment may be made
with respect to the AccuMed common stock or other stock ranking junior to the
Series A Convertible Preferred Stock. The liquidation preference and stated
value of Series A Convertible Preferred Stock is $4.50 per share. The aggregate
liquidation preference and stated value of the Series A Convertible Preferred
Stock outstanding at August 7, 2001 was $2,576,183.

     Voting Rights. The holders of Series A Convertible Preferred Stock are not
entitled to voting rights, except as required by law and except that AccuMed may
not take any of the following actions without the affirmative vote of a majority
of the outstanding shares of Series A Convertible Preferred Stock:

          - issue any shares of preferred stock senior as to liquidation and/or
            dividend;

          - change the rights of the Series A Convertible Preferred Stock so as
            to adversely affect the holders of such stock; or

          - incur certain forms of indebtedness.

     By agreement, the holders of the Series A Convertible Preferred Stock will
vote, as a class, on the merger agreement and the merger.

CERTAIN PROVISIONS OF DELAWARE LAW

     As a Delaware corporation, AccuMed is subject to the anti-takeover
provisions of Section 203 of the DGCL. In general, the statute prohibits a
publicly traded Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction by which that person became an interested stockholder, unless
the transaction is approved in the prescribed

                                        67
<PAGE>   73

manner. For purposes of Section 203, a "business combination" includes a merger,
asset sale or other transaction resulting in a financial benefit to the
interested stockholder. An "interested stockholder" is a person who, together
with affiliates and associates, owns or within three years prior did own 15% or
more of the corporation's voting stock.

CERTAIN CHARTER AND BYLAW PROVISIONS

     Special Meetings. AccuMed's bylaws provide that special meetings of
stockholders may be called only by the chairman of the board, the president or
the secretary at the request in writing of a majority of the board of directors.
This provision may make it more difficult for stockholders to take action
opposed by the board.

     Indemnification of Directors and Officers. AccuMed's certificate of
incorporation provides a right to indemnification to the fullest extent
permitted by law for expenses, attorney's fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by an officer or director
arising from a threatened, pending or completed proceeding, other than an action
by or in the right of AccuMed, by reason of the fact that the officer or
director is or was an officer or director or was serving at the request of
AccuMed as an officer, director, employee or agent of another corporation or
other enterprise. This indemnification is available if the officer or director
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of AccuMed.

     Similar indemnification is provided to officers and directors in
proceedings brought by or in the right of AccuMed, except if the person is
adjudged to be liable with respect to a claim, issue or matter, unless the court
in which the action was brought determines that the person is fairly and
reasonably entitled to indemnity.

LIMITATION OF LIABILITY

     AccuMed's certificate of incorporation provides that no director will be
personally liable to AccuMed or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except for liability for:

          - any breach of the director's duty of loyalty to AccuMed or its
            stockholders;

          - acts or omissions not in good faith or which involve intentional
            misconduct or a knowing violation of law;

          - the payment of unlawful dividends and other actions prohibited by
            Delaware corporate law; and

          - any transaction resulting in receipt by the director of an improper
            personal benefit.

TRANSFER AGENT

     The transfer agent for the AccuMed common stock is Equiserve, First Chicago
Trust division.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ACCUMED

     ACCUMED COMMON STOCK. The table below sets forth certain information as of
August 7, 2001 with respect to the beneficial ownership of AccuMed 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 of AccuMed's Annual Report on Form 10-K,
as amended, for the year ended December 31, 2000, and (4) all executive officers
and directors as a group. As of August 7, 2001, there were 5,739,838 shares of
AccuMed's common stock outstanding.

     Unless otherwise noted, AccuMed believes that all persons named in the
table below 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 August 7, 2001 upon the exercise of warrants or
options or the conversion of AccuMed's Series A Convertible Preferred Stock.
Each beneficial owner's percentage ownership is determined by including the
shares underlying options or warrants which are exercisable or preferred stock
which is

                                        68
<PAGE>   74

convertible by the owner currently or within 60 days following August 7, 2001,
and excluding shares underlying options, warrants and convertible preferred
stock held by any other person.

<Table>
<Caption>
                      NAME AND ADDRESS                           NUMBER OF SHARES      PERCENT OF
                    OF BENEFICIAL OWNER                         BENEFICIALLY OWNED       CLASS
                    -------------------                         ------------------     ----------
<S>                                                             <C>                   <C>
Bellingham Capital Industries...............................       1,333,334 (1)          20.8%
  P.O. Box 323
  St. Helier, Jersey, Chan. Islands
Robert L. Priddy............................................       1,120,443 (2)          17.2%
  c/o AccuMed International, Inc.
  920 N. Franklin St., Suite 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)..................................................       1,595,941 (9)          23.1%
</Table>

-------------------------
  * Represents less than 1%.

(1) Includes 667,667 shares underlying warrants held by Bellingham Capital
    Industries. AccuMed has been advised that Rodney Gilbert is the sole record
    holder and control person of Bellingham Capital Industries.

(2) Mr. Priddy directly owns 355,555 shares of AccuMed common stock and warrants
    to purchase up to 247,222 shares of AccuMed common stock. The number shown
    includes 13,336 shares underlying stock options and 236,031 shares
    underlying AccuMed's Series A Convertible Preferred Stock. The number shown
    also includes an additional 120,926 shares, and 147,373 shares underlying
    warrants, held by Commonwealth Associates. Mr. Priddy is a control person of
    the corporate general partner of Commonwealth Associates and may be deemed
    to be a 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 9.9 percentage ownership interest in
    Commonwealth Associates.

(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 AccuMed's Series A Convertible Preferred
    Stock, 394,595 shares underlying warrants, and 428,344 shares underlying
    options, held by executive officers and directors as a group.

                                        69
<PAGE>   75

     ACCUMED PREFERRED STOCK. The table below sets forth certain information as
of August 7, 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 August 7, 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.

<Table>
<Caption>
                    NAME AND ADDRESS OF                         AMOUNT AND NATURE OF    PERCENT OF
                      BENEFICIAL OWNER                          BENEFICIAL OWNERSHIP      CLASS
                    -------------------                         --------------------    ----------
<S>                                                             <C>                     <C>
Robert L. Priddy............................................          354,046             61.8%
  c/o AccuMed International, Inc.
  920 N. Franklin St., Ste 402
  Chicago, IL 60610
France Finance IV(1)........................................           47,250              8.3%
  51, rue Vivienne
  75002 Paris, France
Fifth Third Bank of Western Ohio, Trustee Piqua.............           35,405              6.1%
John Scarbrough, Sr. IRA(2)
  Main St. at Ash St.
  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 (5
  persons)..................................................          354,046             61.8%
</Table>

-------------------------
(1) France Finance IV is a French investment asset management entity, its
    control person is its president, Phillippe Braye.

(2) John Scarbrough, Sr. is the beneficial owner of these shares held in his
    individual retirement account by Fifth Third Bank of Western Ohio.

                                        70
<PAGE>   76

                    COMPARISON OF RIGHTS OF STOCKHOLDERS OF
                             ACCUMED AND AMPERSAND

ISSUANCE OF CAPITAL STOCK

     The AccuMed Certificate of Incorporation authorizes the issuance of
50,000,000 shares of common stock, par value $0.01 per share, and 5,000,000
shares of preferred stock, par value $0.01 per share. AccuMed has designated
1,245,340 shares of its preferred stock as Series A Convertible Preferred Stock.
At August 7, 2001, 5,739,838 shares of common stock and 572,485 shares of Series
A Convertible Preferred Stock were issued and outstanding.

     The Ampersand Certificate of Incorporation authorizes the issuance of
50,000,000 shares of common stock, par value $.001 per share, and 5,000,000
shares of preferred stock, par value $.001 per share. Ampersand has designated
590,197 shares of its preferred stock as Series A Convertible Preferred Stock
and 1,500,000 shares of its preferred stock as Series B Convertible Preferred
Stock. At August 7, 2001, 30,702,149 shares of Ampersand common stock and
1,500,000 shares of Series B Convertible Preferred Stock were outstanding. No
shares of Ampersand's Series A Convertible Preferred Stock have been issued. For
information regarding the number of shares of Ampersand common stock and Series
A Convertible Preferred Stock that would have been issued on a pro forma basis
upon the consummation of the merger as of December 31, 2000, see "Unaudited Pro
Forma Combined Consolidated Financial Information." Both AccuMed and Ampersand
are authorized to issue additional shares of capital stock up to the amount
authorized without stockholder approval.

     On May 24, 2001, Ampersand's stockholders approved a one-for-three reverse
split of Ampersand's common stock. The split will become effective after the
closing of the merger. In the split, each three shares of Ampersand's common
stock will be reclassified and converted into one share of common stock.
Fractional shares will not be issued. Instead, stockholders will be entitled to
receive a cash distribution, without interest, in lieu of any fractional shares.
Inasmuch as the reverse stock split will be accomplished on a basis that is
strictly proportional to the holdings of the Ampersand stockholders immediately
prior to the split, there will be no substantive change or effect in the nature
or percentage of their holdings other than the elimination of any resulting
fractional shares (which effect would be minimal and immaterial to the
stockholders). The reverse split will create almost 34,000,000 additional
authorized but unissued shares of Ampersand common stock that could be sold by
Ampersand's board of directors without stockholder approval, thus diluting the
relative stock interests in Ampersand of the existing stockholders at the time
of the sale.

     Assuming that no new shares of Ampersand common stock will have been issued
prior to the merger, as a result of the merger the former stockholders of
AccuMed will hold 11% of the outstanding shares of Ampersand common stock, and
the continuing stockholders of Ampersand will hold 89% of the outstanding shares
of Ampersand common stock, which means that the continuing stockholders of
Ampersand, as a group, would control the surviving corporation. Even if all of
the current holders of AccuMed's Series A Convertible Preferred Stock and its
convertible note, and all of the holders of AccuMed's options and warrants, were
to exercise their rights to convert into, or acquire, shares of Ampersand common
stock at or after the merger, there would be no material change to the control
position of the continuing stockholders of Ampersand.

RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK

     The Series A Convertible Preferred Stock of Ampersand may be converted by
Ampersand until February 28, 2004 if the Ampersand common stock per share price
equals or exceeds $13.50, whereas the Series A Convertible Preferred Stock of
AccuMed may be converted by AccuMed until February 28, 2004 if the AccuMed
common stock per share price equals or exceeds $27.00. Thus, after the merger,
the former holders of the AccuMed Series A Convertible Stock would find that
their new holdings of Ampersand Series A Convertible Stock could be more easily
converted on an involuntary basis by Ampersand.

     Except as specifically required by law, and except with respect to any
changes to the rights of the Series A Convertible Preferred Stock that may
adversely affect its holders, the holders of the Series A Convertible Preferred
Stock of Ampersand shall have no right to vote on any matters. In addition to
the requirements of
                                        71
<PAGE>   77

law and with respect to those matters that may adversely affect its holders, the
holders of the Series A Convertible Preferred Stock of AccuMed have the right to
vote on the following matters: (a) the issuance by AccuMed of shares of
preferred stock senior to the Series A Convertible Preferred Stock as to
liquidation and/or dividends, and (b) whether AccuMed may incur certain forms of
debt. Both the AccuMed and the Ampersand Series A Convertible Preferred Stock
provide that a merger or consolidation is considered a liquidation entitling
holders to receive cash payment of their liquidation preference. By agreement,
the holders of the AccuMed Series A Convertible Stock have the right to vote, as
a separate class, on the merger. The AccuMed liquidation preference trigger may
be waived by a majority of the holders of its Series A Convertible Preferred
Stock, and was waived for the merger, whereas the Ampersand provision may be
waived by a majority in interest of the holders of its Series A Convertible
Preferred Stock.

PAYMENT OF DIVIDENDS

     Ampersand is restricted to paying dividends on its common stock by the
Certificate of Designation for the Series B Convertible Preferred Stock in that
if any dividends on the Series B Convertible Preferred Stock are then in
arrears, Ampersand shall not declare any dividends on its common stock or on any
other stock junior to the Series B Convertible Preferred Stock, except for
dividends payable in shares of Ampersand's capital stock or any class junior to
the Series B Convertible Preferred Stock. Such restriction adds an additional
potential obstacle to the payment of dividends to the former holders of AccuMed
common stock that they did not have as holders of AccuMed common stock.

SPECIAL MEETINGS OF STOCKHOLDERS

     Special meetings of AccuMed stockholders may be called by the Chairman of
the Board, the President or the Secretary at the written request of the majority
of its board of directors, or the holders of not less than one-fifth of the
outstanding capital stock of AccuMed entitled to vote at the meeting. Special
meetings of Ampersand stockholders may be called only by a majority of the
authorized directors of Ampersand. As a consequence of such provision, after the
merger the former stockholders of AccuMed will no longer have the right to force
a special meeting of stockholders to consider specific proposals, although such
proposals could still be presented to Ampersand for possible consideration at
Ampersand's annual meeting.

NUMBER AND TERM OF DIRECTORS

     Pursuant to the AccuMed Bylaws, the board of directors shall consist of a
minimum of seven and a maximum of nine members, as determined by a resolution
adopted by a majority of the directors. The Ampersand certificate of
incorporation provides that the number of directors shall be fixed by a
resolution adopted by a majority of the directors of Ampersand. This difference
should have no significant effect on the rights of the former stockholders of
AccuMed after the merger. See "Management After the Merger."

                                 LEGAL MATTERS

     The validity of the shares of Ampersand common stock offered hereby will be
passed upon for Ampersand by Schwartz, Cooper, Greenberger & Krauss, Chartered,
Chicago, Illinois.

                            INDEPENDENT ACCOUNTANTS

     The consolidated financial statements and schedules of AccuMed
International, Inc. and Subsidiary as of December 31, 2000 and 1999, and for
each of the years in the three-year period ended December 31, 2000, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

     The report of KPMG LLP covering the December 31, 2000 consolidated
financial statements contains an explanatory paragraph that states that
AccuMed's recurring losses from operations and working capital

                                        72
<PAGE>   78

deficiency raise substantial doubt about the entity's ability to continue as a
going concern. The consolidated statements do not include any adjustments that
might result from the outcome of that uncertainty.

     AccuMed does not expect a representative of KPMG LLP to be present at the
special meeting.

     The consolidated financial statements of Ampersand Medical Corporation and
Subsidiaries appearing in Ampersand Medical Corporation Form 10-K, as amended,
for the year ended December 31, 2000, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

     The report of Ernst & Young LLP covering the December 31, 2000 financial
statements contains an explanatory paragraph that states that Ampersand's
recurring losses from operations and working capital deficiency raise
substantial doubt about Ampersand's ability to continue as a going concern. The
consolidated statements do not include any adjustments that might result from
the outcome of that uncertainty.

                              STOCKHOLDER MATTERS

     If the merger is completed, AccuMed will cease to exist as a separate
corporate entity and will not hold an annual meeting. If the merger is not
completed, AccuMed will hold an annual meeting to elect directors. Stockholder
proposals intended to be presented at the next annual meeting of AccuMed
stockholders must be received by AccuMed not later than September 15, 2001 to be
considered for inclusion in AccuMed's proxy materials relating to that meeting.
Submitted proposals must also meet the other requirements of the rules of the
Securities and Exchange Commission relating to stockholder proposals.
Stockholder proposals should be addressed to the attention of the Secretary of
AccuMed, 920 North Franklin, Suite 402, Chicago, IL 60610.

                                 OTHER MATTERS

     The Board of Directors of AccuMed is not aware of any business to come
before the special meeting other than those matters described in this proxy
statement-prospectus. If any other matter should properly come before the
special meeting, it is intended that holders of the proxies will act in
accordance with their best judgment.

                           DOCUMENTS BEING DELIVERED
                      WITH THIS PROXY STATEMENT-PROSPECTUS

     AccuMed's and Ampersand's Annual Reports on Form 10-K, as amended, for the
fiscal years ended December 31, 2000, AccuMed's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001, and Ampersand's Quarterly Report on Form
10-Q for the quarter ended June 30, 2001, as amended, are being delivered with
this proxy statement-prospectus.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

     Ampersand has filed a Registration Statement with the Securities and
Exchange Commission under the Securities Act that registers the distribution to
AccuMed stockholders of the shares of Ampersand stock to be issued in connection
with the merger. The Registration Statement, including the attached exhibits and
schedules, contains additional relevant information about AccuMed and Ampersand
stock.

                                        73
<PAGE>   79

     In addition, Ampersand files reports, proxy statements and other
information with the Commission under the Exchange Act. You may read this
information at the following locations of the Commission:

<Table>
<S>                                   <C>                                   <C>
      Public Reference Room                Midwest Regional Office               New York Regional Office
      450 Fifth Street, N.W.                   Citicorp Center                     7 World Trade Center
            Room 1024                      500 West Madison Street                      Suite 1300
      Washington, D.C. 20549                      Suite 1400                     New York, New York 10048
                                           Chicago, Illinois 60661
</Table>

     You may also obtain copies of this information by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. The public may obtain information
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330.

     The Commission also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like Ampersand,
who file electronically with the Commission. The address of that site is
http://www.sec.gov.

     The Commission allows Ampersand and AccuMed to incorporate by reference
information into this proxy statement-prospectus. This means that Ampersand and
AccuMed can disclose important information to you by referring you to another
document filed separately with the Commission. The information incorporated by
reference is considered to be a part of this proxy statement-prospectus, except
for any information that other information included directly in this document
supersedes.

     This proxy statement-prospectus incorporates by reference the Annual Report
on Form 10-K of Ampersand, as amended, for the year ended December 31, 2000,
Current Report on Form 8-K dated February 7, 2001, Quarterly Report on Form
10-Q, as amended, for the quarter ended March 31, 2001 and Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001, as amended, each of which reports
Ampersand has previously filed with the Commission. Those reports contain
important information about Ampersand and its financial condition.

     This proxy statement-prospectus incorporates by reference the Annual Report
on Form 10-K of AccuMed, as amended, for the year ended December 31, 2000 and
the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001 and
June 30, 2001, each of which reports AccuMed has previously filed with the
Commission. Those reports contain important information about AccuMed and its
financial condition.

     Ampersand has supplied all information contained or incorporated by
reference in this proxy statement-prospectus relating to Ampersand, and AccuMed
has supplied all such information relating to AccuMed.

     You can obtain any of the documents incorporated by reference in this
document through Ampersand, AccuMed or from the Commission through the
Commission's web site at the address described above. Documents incorporated by
reference are available from Ampersand or AccuMed without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated by
reference as an exhibit in this proxy statement-prospectus. You can obtain
documents incorporated by reference in this proxy statement-prospectus by
requesting them in writing or by telephone from Ampersand as to Ampersand
information and from AccuMed as to AccuMed information at the following
addresses:

<Table>
<S>                                                      <C>
             Ampersand Medical Corporation                             AccuMed International, Inc.
                414 North Orleans Street                                920 North Franklin Street
                       Suite 510                                                Suite 402
                Chicago, Illinois 60610                                  Chicago, Illinois 60610
                     (312) 222-9550                                           (312) 642-9200
              Attention: Leonard R. Prange                             Attention: Paul F. Lavallee
</Table>

                                        74
<PAGE>   80

     If you would like to request documents, please do so by September 7, 2001
to receive them before the special meeting. If you request any incorporated
documents from us, we will mail them to you by first class mail, or another
equally prompt means, within one business day after we receive your request.

     Neither AccuMed nor Ampersand has authorized anyone to give any information
or make any representation about the merger or our companies that is different
from, or in addition to, that contained in this proxy statement-prospectus or in
any of the materials that we have incorporated into this document. Therefore, if
anyone does give you information of this sort, you should not rely on it. If you
are in a jurisdiction where offers to exchange or sell, or solicitations of
offers to exchange or purchase, the securities offered by this document or the
solicitation of proxies is unlawful, or if you are a person to whom it is
unlawful to direct these types of activities, then the offer presented in this
document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.

     THIS PROXY STATEMENT-PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROXY
STATEMENT-PROSPECTUS IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROXY STATEMENT-PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES
PURSUANT TO THIS PROXY STATEMENT-PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATIONS THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET
FORTH OR INCORPORATED INTO THIS PROXY STATEMENT-PROSPECTUS BY REFERENCE OR IN
THE AFFAIRS OF ACCUMED OR AMPERSAND SINCE THE DATE OF THIS PROXY
STATEMENT-PROSPECTUS.

     Please read carefully the information under "Risk Factors" beginning on
page 10. In addition to the Risk Factors and other important factors discussed
elsewhere in this proxy statement-prospectus, and in AccuMed's and Ampersand's
Annual Reports on Form 10-K, as amended, for the fiscal year ended December 31,
2000, AccuMed's Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 and Ampersand's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001, as amended, which accompany this document, you should understand that
other risks and uncertainties and Ampersand's public announcements and
Commission filings could affect the future results of Ampersand after the
merger.

     Further information on other factors that could affect the financial
results of Ampersand after the merger is included in the Commission filings
incorporated by reference herein.

By Order of the Board of Directors of
     AccuMed International, Inc.

           Paul F. Lavallee
   Chairman of the Board and Chief
          Executive Officer

                                        75
<PAGE>   81

                                                                      APPENDIX I

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

                          AGREEMENT AND PLAN OF MERGER
                                  BY AND AMONG
                          ACCUMED INTERNATIONAL, INC.
                           ACCUMED ACQUISITION CORP.
                                      AND
                         AMPERSAND MEDICAL CORPORATION
        DATED AS OF FEBRUARY 7, 2001, AND AMENDMENTS NO. 1 AND 2 THERETO
--------------------------------------------------------------------------------
<PAGE>   82

                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as
of February 7, 2001 (the "Execution Date"), by and among AccuMed International,
Inc., a Delaware corporation ("AccuMed"), AccuMed Acquisition Corp., a Delaware
corporation ("Acquisition Sub"), and Ampersand Medical Corporation, a Delaware
corporation ("Ampersand").

                                    RECITALS

     WHEREAS, as of the execution hereof, AccuMed has (i) 50,000,000 authorized
shares of common stock, $.01 par value (the "AccuMed Common Stock"), of which
5,733,935 shares are currently issued and outstanding, and (ii) 5,000,000
authorized shares of preferred stock, of which 581,339 shares of Series A
Convertible Preferred Stock, $.01 par value (the "AccuMed Preferred Stock"), are
currently issued and outstanding and convertible into 387,562 shares of AccuMed
Common Stock; and

     WHEREAS, as of the execution hereof, Ampersand has (i) 50,000,000
authorized shares of common stock, $.001 par value (the "Ampersand Common
Stock"), of which 30,056,468 shares are currently issued and outstanding, and
(ii) 5,000,000 authorized shares of preferred stock, none of which are currently
issued and outstanding; and

     WHEREAS, as of the execution hereof, Acquisition Sub has 3,000 authorized
shares of common stock, without par value (the "Acquisition Sub Common Stock"),
of which 100 shares are currently issued and outstanding and owned by Ampersand;
and

     WHEREAS, the parties hereto desire that AccuMed be merged with and into
Acquisition Sub in accordance with the terms and provisions of this Agreement,
with Acquisition Sub as the surviving corporation (such merger being referred to
hereinafter as the "Merger," and Acquisition Sub, after the Merger, being
sometimes referred to hereinafter as the "Surviving Corporation"); and

     WHEREAS, it is intended that for federal income tax purposes the Merger
shall qualify as a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and
this Agreement shall constitute a plan of reorganization pursuant to Section 368
of the Internal Revenue Code; and

     WHEREAS, concurrently with the execution and delivery of this Agreement,
and as an inducement to and condition of the willingness of Ampersand and
Acquisition Sub to enter into this Agreement, each of the persons who are
currently officers and/or directors of AccuMed have entered into voting
agreements in the form attached hereto as Exhibit A; and

     WHEREAS, the Board of Directors of each of the parties hereto, at meetings
duly called and held, or pursuant to informal actions taken in accordance with
applicable law, have determined that this Agreement and the transactions
contemplated thereby are in the best interests of the respective parties, and
the Board of Directors of each of AccuMed and Acquisition Sub have determined to
recommend to their respective stockholders that they approve this Agreement and
the transactions contemplated thereby;

     NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements hereinafter set forth, the parties hereto
hereby agree as follows:

                                   ARTICLE I

                         THE MERGER AND RELATED MATTERS

     1.1 Merger.  Subject to the terms and conditions of this Agreement and
pursuant to applicable law, at the Merger Effective Time (as such term is
hereinafter defined), (i) AccuMed shall be merged with and into Acquisition Sub,
(ii) the separate corporate existence of AccuMed shall cease, and (iii)
Acquisition Sub, which shall immediately change its name to "AccuMed
International, Inc.", as the Surviving Corporation, shall continue to be
governed by the laws of the State of Delaware.
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     1.2 Merger Effective Time.  As soon as practicable after each of the
conditions set forth in Article IV hereof has been satisfied or waived, the
parties hereto will file, or cause to be filed, a certificate of merger with the
appropriate authorities of the State of Delaware for the Merger, which
certificate of merger shall be in the form required by and executed in
accordance with the applicable provisions of law. The Merger shall become
effective at the time and date that the Delaware certificate of merger is filed
with the appropriate authorities of the State of Delaware (the "Merger Effective
Time"), which shall be immediately following the Closing (as such term is
hereinafter defined) and on the same day as the Closing, if practicable, or at
such other date and time as may be agreed to by the parties and specified in the
certificate of merger in accordance with applicable law.

     1.3 Conversion of Shares.  At the Merger Effective Time, by virtue of the
Merger and without any action on the part of the parties hereto or the holders
of shares of AccuMed Common Stock, AccuMed Preferred Stock, Ampersand Common
Stock or Acquisition Sub Common Stock:

          (a) Each share of AccuMed Common Stock issued and outstanding at the
     Merger Effective Time (except for Dissenting Shares, if applicable, as
     defined in Section 1.3(b) hereof), subject to Sections 1.3 (e) and 1.6
     hereof, shall cease to be outstanding, shall cease to exist and shall be
     converted into and become six thousand five hundred fifty-two ten
     thousandths (.6552) of one (1) share of Ampersand Common Stock, which ratio
     (the "Exchange Ratio") shall be reduced if any AccuMed Derivative
     Securities (as defined in Section 1.3(c) hereof) are exchanged for or
     converted into shares of AccuMed Common Stock between the Execution Date
     and the Merger Effective Time such that four million (4,000,000) shares of
     Ampersand Common Stock will be, in the aggregate, (i) exchanged for the
     AccuMed Common Stock, and/or (ii) reserved for issuance upon future
     conversion of shares of Ampersand Preferred Stock (as such term is
     hereinafter defined) into shares of Ampersand Common Stock.

          (b) Each share of AccuMed Preferred Stock issued and outstanding at
     the Merger Effective Time (except for Dissenting Shares, if applicable),
     subject to Sections 1.3(e) and 1.6 hereof shall also cease to be
     outstanding, shall also cease to exist and shall be converted into and
     become one (1) share of Ampersand Series A Convertible Preferred Stock (the
     "Ampersand Preferred Stock"), which shall have the rights and preferences
     set forth in the Certificate of Designation, Preferences and Rights of
     Series A Convertible Preferred Stock attached hereto as Exhibit E,
     including, but not limited to, the right to be converted into shares of
     Ampersand Common Stock in accordance with the Exchange Ratio.

          (c) Any shares of AccuMed capital stock held by a holder who dissents
     from the Merger in accordance with Section 262 of the Delaware General
     Corporation Law (the "DGCL") shall be referred to herein as "Dissenting
     Shares." Notwithstanding any other provision of this Agreement, any
     Dissenting Shares shall not, after the Merger Effective Time, be entitled
     to vote for any purpose or receive any dividends or other distributions and
     shall be entitled only to such rights as are afforded with respect to
     Dissenting Shares pursuant to the DGCL.

          (d) Every AccuMed security, except shares of AccuMed Preferred Stock,
     issued and outstanding at the Execution Date that is convertible into,
     exchangeable for or exercisable with respect to, shares of AccuMed Common
     Stock, including all stock options, warrants and convertible debt
     instruments (collectively, the "AccuMed Derivative Securities"), if not
     converted, exchanged or exercised prior to the Merger Effective Time,
     shall, from and after the Merger Effective Time, be instead convertible
     into, exchangeable for or exercisable with respect to Ampersand Common
     Stock at the Exchange Ratio upon payment of the applicable consideration
     required in connection with such conversion, exercise or exchange. The
     foregoing substitutions shall be undertaken consistent with, and not in a
     manner that will constitute a "modification" under, Section 424 of the
     Internal Revenue Code with respect to any such stock option that is an
     "incentive stock option." Furthermore, Ampersand shall make all filings
     required under federal and state securities laws promptly after the Merger
     Effective Time so as to permit the conversion, exchange or exercise of any
     such AccuMed Derivative Securities, and the sale of the shares of Ampersand
     Common Stock received by the security holder upon such conversion, exchange
     or exercise at and after the Merger Effective Time, and Ampersand shall
     continue to make such filings thereafter as
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<PAGE>   84

     may be necessary to permit the continued conversion, exchange or exercise
     of such securities and sale of such shares.

          (e) Any AccuMed securities that are owned or held by any party hereto
     (other than in a fiduciary capacity) at the Merger Effective Time shall
     cease to exist, the certificates for such securities shall as promptly as
     practicable be cancelled, such securities shall not be converted into or
     evidence any securities of Ampersand Common Stock, and no shares of capital
     stock of Ampersand shall be issued or exchanged therefor.

          (f) Each share of Ampersand Common Stock issued and outstanding
     immediately before the Merger Effective Time shall remain an outstanding
     share of Ampersand Common Stock after the Merger Effective Time, and each
     share of Acquisition Sub Common Stock issued and outstanding immediately
     before the Merger Effective Time shall remain an outstanding share of
     Acquisition Sub Common Stock after the Merger Effective Time.

          (g) The holders of certificates evidencing shares of AccuMed Common
     Stock, AccuMed Preferred Stock or any other securities of AccuMed shall
     thereafter have no rights as stockholders of AccuMed (or Acquisition Sub),
     except such rights, if any, as they may have pursuant to the DGCL.

        1.4 Surviving Corporation in the Merger.

          (a) The name of the Surviving Corporation in the Merger shall be
     changed from "AccuMed Acquisition Corp." to "AccuMed International, Inc."

          (b) At the Merger Effective Time, subject to an amendment to change
     the name of the Surviving Corporation in accordance with the provisions of
     Section 1.4(a) hereof, the Certificate of Incorporation of Acquisition Sub
     as then in effect shall be the Certificate of Incorporation of the
     Surviving Corporation until further amended as provided therein or as
     otherwise permitted by the DGCL.

          (c) At the Merger Effective Time, the Bylaws of Acquisition Sub as
     then in effect shall be the Bylaws of the Surviving Corporation until
     amended as provided therein or as otherwise permitted by the DGCL.

          (d) The directors and executive officers of Acquisition Sub as of the
     Merger Effective Time shall remain as the directors and officers of the
     Surviving Corporation following the Merger until such directors or officers
     are replaced or additional directors or officers are elected or appointed
     in accordance with the provisions of the Certificate of Incorporation and
     Bylaws of the Surviving Corporation.

        (e) From and after the Merger Effective Time.

             (i) Acquisition Sub as the Surviving Corporation shall possess all
        assets and property of every description, and every interest in the
        assets and property, wherever located, and the rights, privileges,
        immunities, powers, franchises and authority, of a public as well as of
        a private nature, of each of AccuMed and Acquisition Sub, and all
        obligations belonging or due to each of AccuMed and Acquisition Sub, all
        of which shall vest in the Surviving Corporation without further act or
        deed. Title to any real estate or any interest in real estate vested in
        AccuMed or Acquisition Sub shall not revert nor in any way be impaired
        by reason of the Merger.

             (ii) The Surviving Corporation will be liable for all of the
        obligations of each of AccuMed and Acquisition Sub. Any claim existing,
        or action or proceeding pending, by or against AccuMed or Acquisition
        Sub, may be prosecuted to judgment, with right of appeal, as if the
        Merger had not taken place, and the Surviving Corporation may be
        substituted in its place.

             (iii) All of the rights of creditors of each of AccuMed and
        Acquisition Sub will be preserved unimpaired, and all of the liens upon
        the property of AccuMed and Acquisition Sub will be preserved unimpaired
        only on the property affected by such liens immediately before the
        Merger Effective Time.

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<PAGE>   85

     1.5 Authorization for Issuance of Ampersand Common Stock; Exchange of
Certificates.

          (a) Ampersand shall reserve for issuance a sufficient number of shares
     of Ampersand Common Stock for the purpose of issuing such shares to (i) the
     former holders of AccuMed Common Stock and AccuMed Preferred Stock, and
     (ii) the holders of AccuMed Derivative Securities, all in accordance with
     this Article I.

          (b) After the Merger Effective Time, holders of certificates
     theretofore evidencing outstanding AccuMed securities (other than as
     provided in Section 1.3 hereof), upon surrender of such certificates to an
     exchange agent appointed by Ampersand (the "Exchange Agent"), shall be
     entitled to receive certificates for the Ampersand securities to be
     substituted for the aforesaid AccuMed securities in accordance with the
     provisions of Section 1.3 hereof, and cash payments in lieu of fractional
     shares, if any, as provided in Section 1.6 hereof. As soon as practicable
     after the Merger Effective Time, the Exchange Agent will send a notice and
     transmittal form to each record holder of AccuMed securities at the Merger
     Effective Time whose securities are being exchanged in the manner provided
     herein, advising such holder of the effectiveness of the Merger and the
     procedure for surrendering to the Exchange Agent outstanding certificates
     formerly evidencing AccuMed securities in exchange for new certificates
     evidencing the substituted Ampersand securities. Upon surrender, each
     certificate formerly evidencing AccuMed securities shall be cancelled.

          (c) Until surrendered as provided in this Section 1.5, all outstanding
     certificates of a holder which, before the Merger Effective Time, evidenced
     AccuMed securities (other than those evidencing Dissenting Shares and
     shares cancelled at the Merger Effective Time pursuant to Section 1.3
     hereof) will be deemed for all corporate purposes to evidence the
     securities of Ampersand exchanged for the AccuMed securities formerly
     evidenced thereby and the right to receive cash in lieu of any fractional
     Ampersand Common Stock interests the holder might otherwise have been
     entitled to receive hereunder. However, until such outstanding certificates
     formerly evidencing AccuMed securities are so surrendered, no dividend or
     distribution payable to holders of record of Ampersand Common Stock shall
     be paid to any holder of such outstanding certificates, but upon surrender
     of such outstanding certificates by such holder there shall be paid to such
     holder the amount of any dividends or distribution, without interest,
     theretofore paid with respect to such shares of Ampersand Common Stock, but
     not paid to such holder, and which dividends or distribution had a record
     date occurring on or after the Merger Effective Time and the amount of any
     cash, without interest, payable to such holder in lieu of a fractional
     share interest pursuant to Section 1.6 hereof. After the Merger Effective
     Time, there shall be no further registration of transfers on the records of
     AccuMed of outstanding certificates formerly evidencing AccuMed securities
     and, if a certificate formerly evidencing such securities is presented to
     any party hereto, it shall be forwarded to the Exchange Agent for
     cancellation and exchanged for a certificate evidencing Ampersand
     securities and cash for any Ampersand Common Stock interests the holder
     might otherwise have been entitled to receive hereunder as herein provided.
     Following six (6) months after the Merger Effective Time, the Exchange
     Agent shall return to Ampersand any certificates for Ampersand securities
     and cash remaining in the possession of the Exchange Agent (together with
     any dividends in respect thereof) and thereafter the former holders of
     AccuMed securities shall look exclusively to Ampersand for Ampersand
     securities and cash to which they may be entitled hereunder.

          (d) All securities and cash in lieu of any fractional shares issued or
     paid upon the exchange of AccuMed securities in accordance with the above
     terms and conditions shall be deemed to have been issued or paid in full
     satisfaction of all rights pertaining to such AccuMed securities.

          (e) If any new certificate for Ampersand securities is to be issued in
     a name other than that in which the certificate surrendered in exchange
     therefor is registered, it shall be a condition of the issuance therefor
     that the certificate surrendered in exchange shall be properly endorsed and
     otherwise in proper form for transfer and that the person requesting such
     transfer pay to the Exchange Agent any transfer or other taxes required by
     reason of the issuance of a new certificate evidencing Ampersand securities
     in any name other than that of the registered holder of the certificate
     surrendered, or establish to the satisfaction of the Exchange Agent that
     such tax has been paid or is not payable.
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<PAGE>   86

          (f) In the event that any certificate evidencing AccuMed securities
     shall have been lost, stolen or destroyed, the Exchange Agent shall issue
     in exchange for such lost, stolen or destroyed certificate, upon the making
     of an affidavit of that fact by the holder thereof, such Ampersand
     securities and cash for any fractional share interest as may be required
     pursuant hereto; provided, however, that Ampersand, the Surviving
     Corporation or the Exchange Agent may, in the discretion of any of them,
     and as a condition precedent to the issuance or payment thereof, require
     the owner of such lost, stolen or destroyed certificate to deliver a bond
     in such sum as the requesting party may direct as indemnity against any
     claim that may be made against Ampersand, the Surviving Corporation,
     AccuMed, the Exchange Agent or any other person with respect to the
     certificate alleged to have been lost, stolen or destroyed.

     1.6 No Fractional Shares.  Notwithstanding any term or provision hereof, no
fractional shares of Ampersand Common Stock, and no certificates or scrip
therefor, or other evidence of ownership thereof, will be issued upon the
conversion of or in exchange for any AccuMed securities; no dividend or
distribution with respect to Ampersand Common Stock shall be payable on or with
respect to any fractional share interest; and no such fractional share interest
shall entitle the owner thereof to vote or to any other rights of a stockholder
of Ampersand or the Surviving Corporation. In lieu of such fractional share
interest, any holder of AccuMed securities who would otherwise be entitled to a
fractional share of Ampersand Common Stock will, upon surrender of such holder's
certificate or certificates evidencing AccuMed Common securities outstanding
immediately before the Merger Effective Time, be paid the applicable cash value
of such fractional share interest, which shall be equal to the product of the
fraction of the share to which such holder would otherwise have been entitled
and the closing price of Ampersand Common Stock on the trading day immediately
prior to the date of the Merger Effective Time. For the purpose of determining
any such fractional share interest, all AccuMed securities owned by a holder of
AccuMed Common Stock shall be considered in the aggregate so as to calculate the
maximum number of whole shares of Ampersand Common Stock issuable to such
person.

     1.7 Stockholder Approvals.

          (a) AccuMed shall, at the earliest practicable date, but in no event
     later than forty-five (45) days after the effective date of the
     Registration Statement (as such term is defined in Section 1.9(a) hereof),
     hold a meeting of its stockholders (the "AccuMed Stockholders' Meeting") to
     submit this Agreement for adoption by its stockholders. The affirmative
     vote of that number of holders of outstanding shares of AccuMed capital
     stock entitled to vote on such matter pursuant to the provisions of
     AccuMed's Certificate of Incorporation and the DGCL shall be required for
     such adoption.

          (b) Ampersand, as the sole shareholder of Acquisition Sub, shall, at
     the earliest practicable date, but in no event later than the date on which
     the AccuMed Stockholders' Meeting is held, by informal action in accordance
     with the provisions of the DGCL, cause this Agreement to be adopted on
     behalf of Acquisition Sub.

     1.8 AccuMed Stock Options.

     At the Merger Effective Time, by virtue of the Merger and without any
action on the part of any holder of an option, each outstanding option under the
stock option plans of AccuMed, in existence at the Execution Date, whether
vested or unvested, shall continue outstanding as an option to purchase, in
place of the purchase of each share of AccuMed Common Stock, the number of
shares of Ampersand Common Stock as shall be determined by the Exchange Ratio.

     1.9 Registration Statement; Prospectus/Proxy Statement.

          (a) For the purposes (i) of holding the AccuMed Stockholders' Meeting,
     and (ii) of registering with the Securities and Exchange Commission ("SEC")
     and with applicable state securities authorities the Ampersand Common Stock
     to be issued to holders of AccuMed securities in connection with the
     Merger, the parties shall cooperate in the preparation of an appropriate
     registration statement (such registration statement, together with all and
     any amendments and supplements thereto, is referred to herein as the
     "Registration Statement"), including the Prospectus/Proxy Statement
     satisfying all applicable requirements of applicable state laws, and of the
     Securities Act of 1933, as amended (the "Securities Act"), and the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
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     rules and regulations thereunder (such Prospectus/Proxy Statement, together
     with any and all amendments or supplements thereto, is referred to herein
     as the "Prospectus/Proxy Statement").

          (b) AccuMed shall furnish such information concerning AccuMed as is
     necessary in order to cause the Prospectus/Proxy Statement, insofar as it
     relates to AccuMed, to comply with Section 1.9(a) hereof. AccuMed agrees
     promptly to advise Ampersand if at any time before the AccuMed
     Stockholders' Meeting any information provided by AccuMed in the
     Prospectus/Proxy Statement becomes incorrect or incomplete in any material
     respect and to provide the information needed to correct such inaccuracy or
     omission. AccuMed shall also furnish Ampersand with such supplemental
     information as may be necessary in order to cause such Prospectus/Proxy
     Statement, insofar as it relates to AccuMed, to comply with Section 1.9(a)
     hereof.

          (c) Ampersand and Acquisition Sub shall furnish AccuMed with such
     information concerning Ampersand as is necessary in order to cause the
     Prospectus/Proxy Statement, insofar as it relates to Ampersand and
     Acquisition Sub, to comply with Section 1.9(a) hereof. Ampersand and
     Acquisition Sub agree promptly to advise AccuMed if at any time before the
     AccuMed Stockholders' Meeting any information provided by Ampersand in the
     Prospectus/Proxy Statement becomes incorrect or incomplete in any material
     respect and to provide AccuMed with the information needed to correct such
     inaccuracy or omission. Ampersand and Acquisition Sub shall furnish AccuMed
     with such supplemental information as may be necessary in order to cause
     the Prospectus/Proxy Statement, insofar as it relates to Ampersand and
     Acquisition Sub, to comply with Section 1.9(a).

          (d) Ampersand shall promptly file with the SEC and applicable state
     securities agencies the Registration Statement and all supplements or
     amendments thereto that shall become necessary as a result of information
     covered by the provisions of Sections 1.9(b) and (c) coming to the
     attention of Ampersand. The parties hereto shall use all reasonable efforts
     to cause the Registration Statement to become effective under the
     Securities Act and applicable state securities laws at the earliest
     practicable date. AccuMed authorizes Ampersand to utilize in the
     Registration Statement the information provided by AccuMed in regard to
     itself for the purpose of inclusion in the Prospectus/Proxy Statement.
     Ampersand shall advise AccuMed promptly when the Registration Statement has
     become effective and of any supplements or amendments thereto, and
     Ampersand shall furnish AccuMed with copies of all such documents. Before
     the Merger Effective Time or the termination of this Agreement, each party
     shall consult with the other with respect to any material (other than the
     Prospectus/Proxy Statement) that might constitute a "prospectus" relating
     to the Merger within the meaning of the Securities Act.

     1.10 Cooperation; Regulatory Approvals.  The parties shall cooperate, and
shall cause each of their respective affiliates to cooperate, in the preparation
and submission by them, as promptly as reasonably practicable, of such
applications, petitions and other filings as either of them may reasonably deem
necessary or desirable to or with (i) all regulatory or governmental authorities
having jurisdiction in regard to the Merger, (ii) the holders of shares of
AccuMed securities, and (iii) any other persons, for the purpose of obtaining
any approvals or consents necessary to consummate the Merger and the
transactions contemplated hereby. Each party will have the right to review and
comment on such applications, petitions and filings in advance and shall furnish
to the other copies thereof promptly after submission thereof. Any such
materials must be acceptable to each of the parties hereto prior to submission
to any regulatory or governmental authority or to any security holders or other
third parties, except to the extent that the parties hereto may be legally
required to proceed prior to obtaining such acceptance of the other parties
hereto. Each party agrees to consult with the others with respect to obtaining
all necessary consents and approvals, and each will keep the others apprised of
the status of matters relating to such approvals and consents and the
consummation of the transactions contemplated hereby. At the date hereof, none
of the parties is aware of any reason that any regulatory approval required to
be obtained by it would not be obtained or would be obtained subject to
conditions that would have or result in a material adverse effect on any of the
parties hereto.

     1.11 Closing.  If (i) this Agreement has been duly approved by the
respective stockholders of AccuMed and Acquisition Sub, and (ii) all relevant
conditions of this Agreement have been satisfied or waived, a closing (the
"Closing") shall take place as promptly as practicable thereafter at the
principal office of Schwartz,
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Cooper, Greenberger & Krauss, Chartered, Chicago, Illinois, or at such other
place as the parties agree upon, at which the parties will exchange
certificates, opinions, letters and other documents as required hereby and will
make the filings described in Section 1.2 hereof. Such Closing will take place
within five (5) business days after the satisfaction or waiver of all conditions
and/or obligations precedent to Closing contained in Article IV hereof, or at
such other time as the parties agree upon. The parties shall use their
respective best efforts to cause the Closing to occur on or prior to May 31,
2001 (the date of such Closing being hereinafter sometimes referred to as the
"Closing Date").

     1.12 Ampersand Loan to AccuMed.  (a) The parties acknowledge and agree that
upon execution of this Agreement by the parties, and as an additional inducement
to AccuMed's acceptance of this Agreement and its covenant to enter into and
consummate the Merger, Ampersand shall make a loan to AccuMed in the aggregate
principal amount of Eight Hundred Thousand Dollars ($800,000) (the "Full Loan"),
in immediately available funds, of which Three Hundred Thousand Dollars
($300,000) (the "Interim Loan") was previously advanced by Ampersand to AccuMed
on September 22, 2000, as evidenced by a certain promissory note of said date
issued by AccuMed to Ampersand (the "Initial Note"). The Full Loan shall be
evidenced by AccuMed's delivery to Ampersand, at the Execution Date, of a new
promissory note (the "Replacement Note") substantially in the form of Exhibit B
attached hereto, which instrument shall replace the Initial Note and provide,
among other things, for repayment of the full Eight Hundred Thousand Dollars
($800,000) of principal, with interest at the Prime Rate from time to time
announced by LaSalle Bank National Association, plus two and one-half percent
(2 1/2%). The Replacement Note shall be secured by the grant of a first
perfected security interest in, and lien against, the applicable collateral
described in that certain Security Agreement, dated contemporaneously herewith,
by and between AccuMed, as debtor thereunder, and Ampersand, as secured party
thereunder (the "Security Agreement"). In addition to the foregoing, Ampersand
and AccuMed agreed that the making of the Full Loan to AccuMed would be
specifically conditioned upon the delivery by AccuMed to Ampersand of (i) a
budget and projected cash flow statement (the "Budget Statement") for the six
(6) month period commencing on September 22, 2000, which Budget Statement would
be satisfactory to Ampersand in all respects, in Ampersand's sole discretion,
and the parties hereto acknowledge and agree that such Budget Statement has
heretofore been delivered by AccuMed to Ampersand, and that such Budget
Statement (a copy of which is attached hereto as Exhibit C) has been determined
by Ampersand to be satisfactory, and (ii) a revised budget (the "Revised Budget
Statement") for the period from and after the Execution Date and until the
anticipated date of closing hereunder which sets forth the use of proceeds from
the Full Loan and any Additional Loans (as such term is hereinafter defined) by
AccuMed during such period and within which AccuMed will operate and not deviate
from without the prior written consent of Ampersand, not to be unreasonably
withheld (a copy of which Revised Budget Statement is attached hereto as Exhibit
F).

     (b) Ampersand and AccuMed also hereby agree that (i) if by February 28,
2001 the Merger and the transactions contemplated hereby have not been
consummated, then on the first day of each month thereafter, through May 31,
2001, Ampersand shall loan to AccuMed an additional Two Hundred Twenty-Five
Thousand Dollars ($225,000) (the "Additional Loans") on the same terms and
conditions as the Full Loan, provided that, simultaneously with the making of
each Additional Loan, (1) the collateral securing the Full Loan under the
Security Agreement shall be increased in accordance with the terms of the
Security Agreement in order to secure such Additional Loan as well, and (2)
AccuMed shall issue and deliver to Ampersand a new promissory note,
substantially in the form of the Replacement Note, evidencing such Additional
Loan; and (ii) if by May 31, 2001, the Merger and the transactions contemplated
hereby have not been consummated, but the parties hereto have mutually agreed to
extend the May 31, 2001 deadline contained in Section 4.4 hereof for effecting
the Merger and consummating such transactions, then the time period in which
Ampersand shall be obligated to make such monthly Additional Loans (in the same
amount and on the same terms and conditions) shall be automatically extended
until the Merger and the transactions contemplated hereby are consummated, or
this Agreement is terminated, whichever comes first; provided, however, that
prior to the making of each Additional Loan during such extended period, AccuMed
and Ampersand shall identify on a schedule or schedules to be attached to the
Security Agreement sufficient additional collateral to secure such Additional
Loans in accordance with the terms and conditions of the Security Agreement.
Each Additional Loan shall be made by wire transfer in immediately available
funds to a
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bank account specified in writing by AccuMed for such purpose. If the first day
of a month on which an Additional Loan is required to be made hereunder occurs
on a Saturday, Sunday or bank holiday in the State of Illinois, such Additional
Loan shall be made on the immediately preceding date which is not a Saturday,
Sunday or bank holiday. The parties hereto specifically acknowledge and agree
that the failure of Ampersand to make any Additional Loan within five (5)
banking days after the date on which such Additional Loan is required to be made
hereunder shall be an event of default hereunder, entitling AccuMed to terminate
this Agreement immediately upon delivery of written notice thereof in accordance
with the notice provisions of this Agreement.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     AccuMed hereby represents and warrants to Ampersand and Acquisition Sub,
and Ampersand and Acquisition Sub hereby jointly and severally represent and
warrant to AccuMed, except as disclosed in the Disclosure Schedules delivered by
each of the parties to the others pursuant to Section 2.20 hereof, as follows:

     2.1 Organization, Good Standing, Authority, Insurance, Etc.  It is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation. Section 2.1 of its Disclosure
Schedules lists each "subsidiary" (the term "subsidiary" when used with respect
to any party means any entity (including, without limitation, any corporation,
partnership, joint venture or other organization, whether incorporated or
unincorporated) which is consolidated with such party for financial reporting
purposes (individually a "Subsidiary" and collectively the "Subsidiaries"). Each
of its Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction under which it is organized, as set forth in
Section 2.1 of its Disclosure Schedules. It and each of its Subsidiaries has all
requisite power and authority, and to the extent required by applicable law, is
licensed to own, lease and operate its own properties and conduct its business
as now being conducted. It has delivered or made available to the other parties
a true, complete and correct copy of the articles of incorporation, certificate
of incorporation or other organizing document and of the bylaws, as in effect on
the date of this Agreement, of it and each of its Subsidiaries. Except as set
forth in Section 2.1 of its Disclosure Schedules, it and each of its
Subsidiaries is qualified to do business as a foreign corporation or entity and
is in good standing in each jurisdiction in which qualification is necessary
under applicable law, except to the extent that any failures to so qualify would
not, in the aggregate, have a material adverse effect on it. Its minute books
and those of each of its Subsidiaries contain complete and accurate records of
all meetings and other corporate actions taken by its stockholders and Boards of
Directors (including the committees of such Boards).

     2.2 Capitalization.

          (a) Its authorized capital stock and the number of issued and
     outstanding shares of its capital stock as of the date hereof are
     accurately set forth in the recitals to this Agreement. All outstanding
     shares of its common stock are duly authorized, validly issued, fully paid,
     nonassessable and free of preemptive rights. Except as set forth in Section
     2.2 of its Disclosure Schedules, as of the date of this Agreement, there
     are no options, convertible securities, warrants or other rights
     (preemptive or otherwise) to purchase or acquire any of its capital stock
     from it and no oral or written agreement, contract, arrangement,
     understanding, plan or instrument of any kind to which it or any of its
     Subsidiaries is subject with respect to the issuance, voting or sale of
     issued or unissued shares of its capital stock, and, with respect to any
     such securities or rights disclosed by Ampersand, Ampersand represents and
     warrants that there are no agreements with respect to such securities or
     rights, and no terms or provisions of or relating to such securities or
     rights, the effect of which would be to reduce the exercise price at which
     such securities or rights may be converted into shares of Ampersand Common
     Stock as a consequence of consummating the Merger or the transactions
     contemplated hereby. A true and complete copy of each plan and agreement
     pursuant to which such options, convertible securities, warrants or other
     rights have been granted or issued, as in effect on the date of this
     Agreement, is included in Section 2.2 of its Disclosure Schedules. Only the
     holders of its common stock have the right to vote at meetings of its
     stockholders on matters to be voted on thereat, except that the holders of
     shares of AccuMed Preferred
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<PAGE>   90

     Stock possess the right to vote on certain matters affecting the rights of
     such holders. The securities of AccuMed held in AccuMed's corporate
     treasury are identified in Section 2.2 of AccuMed's Disclosure Schedules.

          (b) With respect to the shares of Ampersand Common Stock to be issued
     in the Merger, Ampersand represents and warrants that such shares when so
     issued in accordance with this Agreement will be duly authorized, validly
     issued, fully paid and nonassessable and not subject to any preemptive
     rights.

     2.3 Ownership of Subsidiaries.  All outstanding shares or ownership
interests of its Subsidiaries are validly issued, fully paid, nonassessable and
owned beneficially and of record by it or one of its Subsidiaries, free and
clear of any lien, claim, charge, restriction, rights of third parties or
encumbrance (collectively, "Encumbrance"), except as set forth in Section 2.3 of
its Disclosure Schedules. There are no options, convertible securities, warrants
or other rights (preemptive or otherwise) to purchase or acquire any capital
stock or ownership interests of any of its Subsidiaries and no contracts to
which it or any of its Subsidiaries is subject with respect to the issuance,
voting or sale of issued or unissued shares of the capital stock or ownership
interests of any of its Subsidiaries. Neither it nor any of its Subsidiaries
owns more than two percent (2%) of the capital stock or other equity securities
(including securities convertible or exchangeable into such securities) of, or
more than two percent (2%) of the aggregate profit participations in, any entity
other than a Subsidiary or as otherwise set forth in Section 2.3 of its
Disclosure Schedules.

     2.4 Financial Statements and Reports.  With respect to Ampersand and
AccuMed:

          (a) No registration statement, offering circular, proxy statement,
     schedule or report filed by it or any of its Subsidiaries under various
     securities laws and regulations ("Regulatory Reports"), on the date of its
     effectiveness in the case of such registration statements, or on the date
     of filing in the case of such reports or schedules, or on the date of
     mailing in the case of such proxy statements, contained any untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein, in light
     of the circumstances under which they were made, not misleading. For the
     past five years, it and its Subsidiaries have timely filed all Regulatory
     Reports required to be filed by them under various securities laws and
     regulations, except to the extent that all failures to so file, in the
     aggregate, would not have a material adverse effect on it; and all such
     documents, as finally amended, complied in all material respects with
     applicable requirements of law and, as of their respective dates or the
     dates as amended, did not contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     to make the statements therein, in light of the circumstances under which
     they were made, not misleading. Except to the extent stated therein, all
     financial statements and schedules included in the Regulatory Reports (or
     to be included in Regulatory Reports to be filed after the date hereof) (i)
     are or will be (with respect to financial statements with respect to
     periods ending after September 30, 2000), in accordance with its books and
     records and those of its consolidated Subsidiaries, and (ii) present (and
     in the case of financial statements with respect to periods ending after
     September 30, 2000, will present) fairly the consolidated financial
     position and consolidated results of operations or income, changes in the
     consolidated stockholders' equity and cash flows of it and its Subsidiaries
     as of the dates and for the periods indicated in accordance with generally
     accepted accounting principles applied on a basis consistent with prior
     periods (except for the omission of notes to unaudited statements and in
     the case of unaudited statements to normal recurring year-end adjustments
     normal in nature and amounts). Its audited consolidated financial
     statements at December 31, 1999 and for the year then ended and the
     consolidated financial statements for all periods thereafter up to the
     Closing reflect or will reflect, as the case may be, all liabilities
     (whether accrued, absolute, contingent, unliquidated or otherwise, whether
     due or to become due and regardless of when asserted) as of such date of it
     and its Subsidiaries required to be reflected in such financial statements
     in accordance with generally accepted accounting principles and contain or
     will contain (as the case may be) adequate reserves for losses on loans and
     properties acquired in settlement of loans, taxes and all other material
     accrued liabilities and for all reasonably anticipated material losses, if
     any, as of such date in accordance with generally accepted accounting
     principles. There exists no set of circumstances that could reasonably be
     expected to result in any liability or obligation material to it or its
     Subsidiaries, taken
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<PAGE>   91

     as a whole, except as disclosed in such consolidated financial statements
     at December 31, 1999 or for transactions effected or actions occurring or
     omitted to be taken after December 31, 1999 (i) in the ordinary course of
     business, (ii) as permitted by this Agreement, or (iii) as disclosed in its
     Regulatory Reports filed after December 31, 1999 and before the date of
     this Agreement. A true and complete copy of such December 31, 1999
     financial statements has been delivered by it to the other parties.

          (b) To the extent permitted under applicable law, it has delivered or
     made available to the other parties each Regulatory Report filed, used or
     circulated by it with respect to periods since February 1, 1996 through the
     date of this Agreement and will promptly deliver to the other parties each
     such Regulatory Report filed, used or circulated after the date hereof,
     each in the form (including exhibits and any amendments thereto) filed with
     the applicable regulatory or governmental entity (or, if not so filed, in
     the form used or circulated).

     2.5 Absence of Changes.  With respect to Ampersand and AccuMed:

          (a) Since the date on which a Report on Form 10-Q was most recently
     filed by or on its behalf with the SEC, there has been no material adverse
     change affecting it. There is no occurrence, event or development of any
     nature existing or, to its best knowledge, threatened which may reasonably
     be expected to have a material adverse effect upon it.

          (b) Except as set forth in Section 2.5 of its Disclosure Schedules or
     in its Regulatory Reports filed after December 31, 1999 and before the date
     of this Agreement, since December 31, 1999, each of it and its Subsidiaries
     has owned and operated its respective assets, properties and businesses in
     the ordinary course and consistent with past practice.

     2.6 Prospectus/Proxy Statement.  At the time the Prospectus/Proxy Statement
is mailed to the AccuMed stockholders for the solicitation of proxies for the
approval referred to in Section 1.7(a) hereof and at all times after such
mailings up to and including the time of such approval, such Prospectus/Proxy
Statement (including any supplements thereto), with respect to all information
set forth therein relating to it (including its Subsidiaries) and its
stockholders, its securities, this Agreement, the Merger and the other
transactions contemplated hereby, will:

          (a) Comply in all material respects with applicable provisions of the
     Securities Act, the Exchange Act and the rules and regulations under such
     Acts; and

          (b) With respect to itself, and with respect to any information
     supplied by it, not contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or necessary in
     order to make the statements contained therein, in light of the
     circumstances under which it is made, not misleading.

     2.7 No Broker's or Finder's Fees.  No agent, broker, investment banker,
person or firm acting on behalf or under authority of it or any of its
Subsidiaries is or will be entitled to any broker's or finder's fee or any other
commission or similar fee directly or indirectly in connection with the Merger
or any other transaction contemplated hereby, except as set forth in Section 2.7
of its Disclosure Schedules.

     2.8 Litigation and Other Proceedings.  Except for matters which would not
have a material adverse effect on it, or except as set forth in Section 2.8 of
its Disclosure Schedules, neither it nor any of its Subsidiaries is a defendant
in, nor is any of its property subject to, any pending or, to its best
knowledge, threatened claim, action, suit, investigation or proceeding or
subject to any judicial order, judgment or decree.

     2.9 Compliance with Law.  Except as set forth in Section 2.9 of its
Disclosure Schedules:

          (a) It and each of its Subsidiaries are in compliance in all material
     respects with all laws, regulations, ordinances, rules, judgments, orders
     and decrees applicable to their respective operations and businesses, and
     neither it nor any of its Subsidiaries has received notice from any
     federal, state or local government or governmental agency of any material
     violation of, and does not know of any material violations of, any of the
     above;

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<PAGE>   92

          (b) It and each of its Subsidiaries has all permits, licenses,
     certificates of authority, orders and approvals of, and have made all
     filings, applications and registrations with, all federal, state, local and
     foreign governmental or regulatory bodies that are required in order to
     permit them to carry on their respective businesses as they are presently
     being conducted;

          (c) Other than with respect to those matters that have been cured or
     corrected, neither it nor any of its Subsidiaries has received since
     February 1, 1996 any notification or communication from any governmental or
     regulatory entity or the staff thereof (A) asserting that it or any of its
     Subsidiaries is not in material compliance with any of the statutes,
     regulations or ordinances that such governmental or regulatory entity
     administers or enforces; (B) threatening to revoke any material license,
     franchise, permit or authorization; or (C) threatening or contemplating any
     enforcement action by or supervisory or other written agreement with a
     state or federal regulator (nor, to the knowledge of its executive
     officers, do any grounds for any of the foregoing exist); and

          (d) Neither it nor any of its Subsidiaries is required to give prior
     notice to any regulatory agency of the proposed addition of an individual
     to their respective Board of Directors or the employment of an individual
     as a senior executive officer.

     2.10 Corporate Actions.

          (a) Its Board of Directors has (i) duly approved the Merger and this
     Agreement, and authorized its officers to execute and deliver this
     Agreement, and to take all action necessary to consummate the Merger and
     the other transactions contemplated hereby, and (ii) authorized and
     directed the submission for approval or adoption of this Agreement by all
     persons whose consent or approval may be necessary or required in regard
     thereto.

          (b) Its Board of Directors has taken all necessary action to exempt
     this Agreement and the transactions contemplated hereby from, and this
     Agreement and the transactions contemplated hereby are exempt from, (i) any
     applicable state takeover laws, (ii) any state laws limiting or restricting
     the voting rights of stockholders, (iii) any state laws requiring a
     stockholder approval vote in excess of the vote normally required in
     transactions of a similar type not involving a "related person,"
     "interested stockholder" or person or entity of a similar type, and (iv)
     any provision in its or any of its Subsidiaries' articles of incorporation,
     certificate of incorporation, charter or bylaws, (A) restricting or
     limiting stock ownership or the voting rights of stockholders (other than
     the provisions of AccuMed's Certificate of Incorporation that limit the
     voting rights of the holders of the AccuMed Preferred Stock), or (B)
     requiring a stockholder approval vote in excess of the vote normally
     required in transactions of a similar type not involving a "related
     person," "interested stockholder" or person or entity of a similar type.

     2.11 Authority.  Except as set forth in Section 2.11 of its Disclosure
Schedules, neither the execution nor delivery of, nor performance of any
obligations under, this Agreement by it, nor the consummation of the Merger,
will violate any of the provisions of, or constitute a breach or default under,
or give any person the right to terminate or accelerate payment or performance
under, (i) its articles of incorporation, certificate of incorporation or
bylaws, or the articles of incorporation, certificate of incorporation, charter
or bylaws of any of its Subsidiaries, (ii) any regulatory restraint on the
acquisition of it or control thereof, (iii) any law, rule, ordinance, regulation
or judgment, decree, order, award or governmental or non-governmental permit or
license to which it or any of its Subsidiaries is subject, or (iv) any
agreement, lease, contract, note, mortgage, indenture, arrangement or other
obligation or instrument ("Contract") to which it or any of its Subsidiaries is
a party or is subject or by which any of its or their properties or assets is
bound and which provides for payments by, on behalf of, or to it and/or any of
its Subsidiaries in excess of either $25,000 per annum or $100,000 over the term
of such Contract. The parties acknowledge that the consummation of the Merger
and the other transactions contemplated hereby is subject to various regulatory
approvals. It has all requisite corporate power and authority to enter into this
Agreement and to perform its obligations hereunder and thereunder, subject in
the case of the Merger to the approval or adoption of this Agreement by its
stockholders under applicable law. Other than (i) the receipt of Governmental
Approvals (as defined in Section 4.1(c)), (ii) the approval or adoption of this
Agreement by its stockholders, and (iii) except as set forth in
                                        11
<PAGE>   93

Section 2.11 of its Disclosure Schedules with respect to any Contract, no
consents or approvals are required on its behalf or on behalf of any of its
Subsidiaries in connection with the consummation of the transactions
contemplated by this Agreement. This Agreement constitutes the valid and binding
obligations of it, enforceable in accordance with their terms, except as
enforceability may be limited by applicable laws relating to bankruptcy,
insolvency or creditors' rights generally and general principles of equity.

     2.12 Employment Arrangements.  Except as set forth in Section 2.12 of its
Disclosure Schedules, there are no agreements, plans or other arrangements with
respect to employment, severance or other benefits with any current or former
directors, officers or employees of it or any of its Subsidiaries which may not
be terminated without penalty or expense (including any augmentation or
acceleration of benefits) on thirty (30) days' or less notice to any such
person. Except as set forth in Section 2.12 of its Disclosure Schedules, no
payments or benefits (including any augmentation or acceleration thereof) to
current or former directors, officers or employees of it or any of its
Subsidiaries resulting from the transactions contemplated hereby or the
termination of such person's service or employment within two (2) years after
completion of the Merger will cause the imposition of excise taxes under Section
4999 of the Internal Revenue Code or the disallowance of a deduction to it, the
Surviving Corporation, or any of their respective Subsidiaries pursuant to
Sections 162 or 280G, or any other section of the Internal Revenue Code.

     2.13 Employee Benefits.

          (a) Neither it nor any of its Subsidiaries maintains any funded
     deferred compensation plans (including profit sharing, pension, retirement
     savings or stock bonus plans), unfunded deferred compensation arrangements
     or employee benefit plans as defined in Section 3(3) of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA"), other than
     any plans ("Employee Plans") set forth in Section 2.13 of its Disclosure
     Schedules (true and correct copies of which it has delivered to the other
     parties). Neither it nor any of its Subsidiaries has incurred or reasonably
     expects to incur any liability to the Pension Benefit Guaranty Corporation,
     except for required premium payments which, to the extent due and payable,
     have been paid. The Employee Plans intended to be qualified under Section
     401(a) of the Internal Revenue Code are so qualified, and it is not aware
     of any fact which would adversely affect the qualified status of such
     plans. Except as set forth in Section 2.13 of its Disclosure Schedules,
     neither it nor any of its Subsidiaries (a) provides health, medical, death
     or survivor benefits to any former employee or beneficiary thereof, or (b)
     maintains any form of current (exclusive of base salary and base wages) or
     deferred compensation, bonus, stock option, stock appreciation right,
     benefit, severance pay, retirement, employee stock ownership, incentive,
     group or individual health insurance, welfare or similar plan or
     arrangement for the benefit of any single or class of directors, officers
     or employees, whether active or retired (collectively "Benefit
     Arrangements").

          (b) Except as disclosed in Section 2.13 of its Disclosure Schedules,
     all Employee Plans and Benefit Arrangements that are currently in effect
     were in effect for substantially all of calendar year 1999 and there has
     been no material amendment thereof (other than amendments required to
     comply with applicable law) or increase in the cost thereof or benefits
     payable thereunder on or after February 1, 1999.

          (c) To its best knowledge, with respect to all Employee Plans and
     Benefit Arrangements, it and each of its Subsidiaries are in substantial
     compliance with the requirements prescribed by any and all statutes,
     governmental or court orders or rules or regulations currently in effect,
     including but not limited to ERISA and the Internal Revenue Code,
     applicable to such Employee Plans or Benefit Arrangements. To its best
     knowledge, no condition exists that could constitute grounds for the
     termination of any Employee Plan under Section 4042 of ERISA; no
     "prohibited transaction," as defined in Section 406 of ERISA and Section
     4975 of the Internal Revenue Code, has occurred with respect to any
     Employee Plan, or any other employee benefit plan maintained by it or any
     of its Subsidiaries which is covered by Title I of ERISA, which could
     subject any person to liability under Title I of ERISA or to the imposition
     of any tax under Section 4975 of the Internal Revenue Code; to its best
     knowledge, no Employee Plan subject to Part III of Subtitle B of Title I of
     ERISA or Section 412 of the Internal Revenue Code, or both, has incurred
     any "accumulated funding deficiency," as defined in Section 412 of the
     Internal Revenue Code, whether or not waived; neither it nor any of its
     Subsidiaries has failed to make any
                                        12
<PAGE>   94

     contribution or pay any amount due and owing as required by the terms of
     any Employee Plan or Benefit Arrangement. To its best knowledge, neither it
     nor any of its Subsidiaries has incurred or expects to incur, directly or
     indirectly, any liability under Title IV of ERISA arising in connection
     with the termination of, or a complete or partial withdrawal from, any plan
     covered or previously covered by Title IV of ERISA which could constitute a
     liability of the Surviving Corporation or any of its Subsidiaries at or
     after the Merger Effective Time.

     2.14 Information Furnished.  No statement contained in any schedule,
certificate or other document furnished (whether before, on or after the
Execution Date) or to be furnished in writing by or on behalf of it to the other
parties pursuant to this Agreement contains or will contain any untrue statement
of a material fact or any material omission. To its best knowledge, no
information that is material to the Merger and necessary to make the
representations and warranties herein not misleading has been withheld from the
other parties hereto.

     2.15 Property and Assets.  It and its Subsidiaries have good and marketable
title to all of their real property reflected in their financial statements at
December 31, 1999, referred to in Section 2.4 hereof or acquired subsequent
thereto, free and clear of all Encumbrances, except for (a) such items shown in
such financial statements or in the notes thereto, (b) liens for current real
estate taxes not yet delinquent, (c) customary easements, restrictions of record
and title exceptions that are not material to the value or use of such property,
(d) property sold or transferred in the ordinary course of business since the
date of such financial statements, (e) as otherwise specifically indicated in
its Regulatory Reports filed after December 31, 1999 and before the Execution
Date or in Section 2.15 of its Disclosure Schedules. It and its Subsidiaries
enjoy peaceful and undisturbed possession under all material leases for the use
of real property under which they are the lessee; all of such leases are valid
and binding and in full force and effect, and neither it nor any of its
Subsidiaries is in default in any material respect under any such lease. No
default will arise under any material real property, material personal property
lease or material intellectual property license by reason of the consummation of
the Merger without the lessor's or licensor's consent except as set forth in
Section 2.15 of its Disclosure Schedules. There has been no material physical
loss, damage or destruction, whether or not covered by insurance, affecting any
of the real property or material personal property of it or its Subsidiaries
since December 31, 1999. All fixed assets material to its or any of its
Subsidiaries) respective businesses and currently used by it or any of its
Subsidiaries are, in all material respects, in good operating condition and
repair.

     2.16 Agreements and Instruments.  Except as set forth in its Regulatory
Reports filed after December 31, 1999 and before the Execution Date or in
Section 2.16 of its Disclosure Schedules, neither it nor any of its Subsidiaries
is a party to (a) any material agreement, arrangement or commitment not made in
the ordinary course of business, (b) any agreement, indenture or other
instrument relating to the borrowing of money by it or any of its Subsidiaries
or the guarantee by it or of its Subsidiaries of any such obligation, (c) any
agreements to make loans or for the provision, purchase or sale of goods,
services or property between it or any of its Subsidiaries and any director or
officer of it or any of its Subsidiaries or any affiliate or member of the
immediate family of any of the foregoing, (d) any agreements with or concerning
any labor or employee organization to which it or any of its Subsidiaries is a
party, (e) any agreements between it or any of its Subsidiaries and any five
percent (5%) or more stockholder of it, and (f) any agreements, directives,
orders or similar arrangements between or involving it or any of its
Subsidiaries and any state or regulatory authority.

     2.17 Material Contract Default; Contingent Liabilities.  Neither it nor any
of its Subsidiaries, nor any counterparty thereto, is in default in any respect
under any contract, agreement, commitment, arrangement, lease, insurance policy
or other instrument to which it or any Subsidiary of it is a party or by which
its respective assets, business or operations may be bound or affected or under
which it or its respective assets, business or operations receives benefits,
which default is reasonably expected to have, either individually or in the
aggregate, a material adverse effect on it, and, except as set forth in Section
2.17 of its Disclosure Schedules, there has not occurred any event that, with
the lapse of time or the giving of notice or both, would constitute such a
default, and neither it nor any of its Subsidiaries has been given notice or is
aware of any material, actual or contingent liability of any kind or nature that
has not been disclosed to the other party hereunder, whether or not such type of
liability is specifically mentioned in any provision of this Agreement.
                                        13
<PAGE>   95

Furthermore, without limiting the generality of the foregoing, each party and
its Subsidiaries has received all payments due to it under any and all existing
contracts or other business arrangements in a timely fashion as of the Execution
Date, and no payments under any such contracts or arrangements are, or are
reasonably expected to become, in arrears from and after the date hereof and
through and including the Merger Effective Time.

     2.18 Tax Matters.

          (a) It and each of its Subsidiaries has duly and properly filed all
     federal, state, local and other tax returns and reports required to be
     filed by it or them and has made timely payments of all taxes due and
     payable, whether disputed or not; the current status of audits of such
     returns or reports by the Internal Revenue Service and other applicable tax
     authorities is as set forth in Section 2.18 of its Disclosure Schedules;
     and, except as set forth in Section 2.18 of its Disclosure Schedules, there
     is no agreement by it or any of its Subsidiaries for the extension of time
     for the assessment or payment of any taxes payable. Except as set forth in
     Section 2.18 of its Disclosure Schedules, neither the Internal Revenue
     Service nor any other taxing authority is now asserting or, to its best
     knowledge, threatening to assert any deficiency or claim for additional
     taxes (or interest thereon or penalties in connection therewith), nor is it
     aware of any basis for any such assertion or claim, including, but not
     limited to, any notification from its independent auditors, whether formal
     or informal, that any position taken by it or its Subsidiaries on any
     return or information report is inconsistent with established precedent and
     more likely than not to be challenged upon audit by the relevant taxing
     authority. It and each of its Subsidiaries has complied in all material
     respects with all applicable Internal Revenue Service backup withholding
     requirements. It and each of its Subsidiaries has complied with all
     applicable state law tax collection and reporting requirements.

          (b) Adequate provision for any unpaid federal, state, local or foreign
     taxes due or to become due from it or any of its Subsidiaries for all
     periods through and including September 30, 2000 has been made and is
     reflected in its September 30, 2000 financial statements referred to in
     Section 2.4, and has been or will be made with respect to periods ending
     after September 30, 2000.

     2.19 Environmental Matters.  To its best knowledge, neither it nor any of
its Subsidiaries owns, leases, or otherwise controls any property affected by
toxic waste, radon gas or other hazardous conditions or constructed in part with
the use of asbestos which requires removal or encapsulation. Neither it nor any
of its Subsidiaries is aware of, nor has it or any of its Subsidiaries received
written notice from any governmental or regulatory body of, any past, present or
future conditions, activities, practices or incidents which may interfere with
or prevent compliance or continued compliance with hazardous substance or other
environmental laws or any regulation, order, decree, judgment or injunction,
issued, entered, promulgated or approved thereunder or which may give rise to
any common law or legal liability or otherwise form the basis of any claim,
action, suit, proceeding, hearing or investigation based on or related to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling, or the emission, discharge, release or threatened release
into the environment, of any pollutant, contaminant, chemical or industrial,
toxic or hazardous substance or waste. There is no civil, criminal or
administrative claim, action, suit, proceeding, hearing or investigation pending
or, to its knowledge, threatened against it or any of its Subsidiaries relating
in any way to such hazardous substance laws or any regulation, order, decree,
judgment or injunction issued, entered, promulgated or approved thereunder.

     2.20 Exceptions to Representations and Warranties.

          (a) On or before the date hereof, AccuMed has delivered to Ampersand
     and Acquisition Sub, and Ampersand and Acquisition Sub have delivered to
     AccuMed, their respective Disclosure Schedules, setting forth, among other
     things, exceptions to any and all of their respective representations and
     warranties contained in this Article II, provided that each exception set
     forth in a Disclosure Schedule shall be deemed disclosed for purposes of
     all representations and warranties if such exception is contained in a
     section of a Disclosure Schedule corresponding to a Section in Article II,
     and provided further that (i) no such exception is required to be set forth
     in a Disclosure Schedule if its absence would not result in the related
     representation or warranty being deemed untrue or incorrect under the
     standard established by
                                        14
<PAGE>   96

     Section 2.20(b) hereof, and (ii) the mere inclusion of an exception in a
     Disclosure Schedule shall not be deemed an admission by a party that such
     exception represents a material fact, event or circumstance or would result
     in a material adverse effect or material adverse change.

          (b) None of the representations or warranties of the parties hereto
     contained in this Article II shall be deemed untrue or incorrect, and no
     party shall be deemed to have breached its representations or warranties
     contained herein, as a consequence of the existence of any fact,
     circumstance or event if such fact, circumstance or event, individually or
     taken together with all other facts, circumstances or events, would not
     have a material adverse effect or material adverse change on such party. As
     used in this Agreement, the term "material adverse effect" or "material
     adverse change" means an effect or change which (i) is materially adverse
     to the financial condition of a party and its respective Subsidiaries taken
     as a whole, (ii) significantly and adversely affects the ability of
     AccuMed, Ampersand or Acquisition Sub to consummate the transactions
     contemplated hereby or to perform its material obligations hereunder, or
     (iii) enables any person to prevent the consummation of the transactions
     contemplated hereby; provided, however, that any effect or change resulting
     from (A) actions or omissions of the parties hereto contemplated by this
     Agreement or taken with the prior consent of the other parties in
     contemplation of the transactions provided for herein (including, without
     limitation, conforming accounting adjustments), or (B) circumstances
     generally affecting the industry or industries within which the parties
     operate (including changes in laws or regulations, accounting principles or
     general levels of interest rates) which do not adversely affect a party and
     its Subsidiaries, taken as a whole, in a manner significantly different
     than the other parties hereto, shall be deemed not to be or have a material
     adverse effect or result in a material adverse change.

                                  ARTICLE III

                                   COVENANTS

     3.1 Investigations; Access and Copies.  From and after the date of this
Agreement, and through and including the Merger Effective Time, each party
agrees to give to the other parties and their respective representatives and
agents full access (to the extent lawful) to all of the premises, books, records
and employees of it and its Subsidiaries at all reasonable times and to furnish
and cause its Subsidiaries to furnish to the other party and its respective
agents or representatives access to and true and complete copies of such
financial and operating data, all documents with respect to matters to which
reference is made in Article II hereof or on any list, schedule or certificate
delivered or to be delivered in connection herewith and such other documents,
records or information with respect to the businesses and properties of it and
its Subsidiaries as the other party or its respective agents or representatives
shall from time to time reasonably request; provided however, that any such
inspection (a) shall be conducted in such manner as not to interfere
unreasonably with the operation of the business of the entity inspected, and (b)
shall not affect any of the representations or warranties hereunder. Each party
will also give prompt written notice to the other parties of any event or
development which, (x) had it existed or been known on the date of this
Agreement, would have been required to be disclosed under this Agreement, (y)
would cause any of its representations and warranties contained herein to be
inaccurate or otherwise materially misleading, or (z) materially relates to the
satisfaction of the conditions set forth in Article IV hereof. Notwithstanding
anything to the contrary contained herein, none of the parties hereto nor any of
their respective Subsidiaries shall be required to provide access to or to
disclose information where such access or disclosure would jeopardize the
attorney-client privilege of the entity in possession or control of such
information or contravene any law, rule, regulation, order, judgment, decree,
fiduciary duty or binding agreement entered into prior to the date of this
Agreement or, in the event of any litigation or threatened litigation among the
parties over the terms of this Agreement, where access to information may be
adverse to the interests of such party. To the extent reasonably practicable,
the parties hereto will make appropriate substitute disclosure arrangements
under circumstances in which the restrictions of the preceding sentence apply.

     3.2 Conduct of Business.  From and after the date of this Agreement, and
through and including the Merger Effective Time or the termination of this
Agreement, each party agrees, on behalf of itself and each of
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<PAGE>   97

its respective Subsidiaries, except insofar as the Chief Executive Officer of
each of the parties shall otherwise consent in writing (which consent shall not
be unreasonably withheld):

          (a) That it and its Subsidiaries shall (i) except as contemplated in
     this Agreement conduct their business only in the ordinary course
     consistent with past practices, (ii) maintain their books and records in
     accordance with past practices, and (iii) use all reasonable efforts to
     preserve intact their business organizations and assets, to maintain their
     rights, franchises and existing relations with customers, suppliers,
     employees and business associates and to take no action that would (A)
     adversely affect the ability of any of them to obtain the Governmental
     Approvals (as defined in Section 4.1(c) hereof) or which would reasonably
     be expected to hinder or delay receipt of the Governmental Approvals, or
     (B) adversely affect their ability to perform their obligations under this
     Agreement;

          (b) That, except as specifically otherwise permitted herein, neither
     it nor its Subsidiaries shall: (i) declare, set aside or pay any dividend
     or make any other distribution with respect to its capital stock, except
     for dividends or distributions by a wholly-owned Subsidiary of such party
     to such party; (ii) reacquire or buy any of its outstanding shares; (iii)
     issue or sell any shares of capital stock of it or any of its Subsidiaries,
     except shares of its common stock issued pursuant to exercise or conversion
     of stock options, warrants, convertible preferred stock or convertible
     notes outstanding on the Execution Date, if any, and which have been
     identified in its Disclosure Schedules; (iv) effect any stock split, stock
     dividend, reverse stock split or other reclassification or recapitalization
     of its common stock; or (v) grant any stock appreciation or other rights
     with respect to shares of capital stock of it or of any of its
     Subsidiaries; or (vi) enter into any agreement, or make any modification to
     any authorized or issued security, the effect of which is to cause the
     exercise price of any security convertible into shares of Ampersand Common
     Stock to be reduced upon consummation of the Merger or the transactions
     contemplated hereby;

          (c) That, except as specifically otherwise permitted herein, neither
     it nor its Subsidiaries shall: (i) sell, dispose of or pledge any
     significant assets of it or of any of its Subsidiaries other than in the
     ordinary course of business consistent with past practices or to borrow
     funds consistent with the provisions hereinafter contained except as
     contemplated in Schedule 3.2 of its Disclosure Schedules; (ii) merge or
     consolidate it or any of its Subsidiaries into another entity or acquire
     any other entity or, except in accordance with its written business plan in
     effect on the date hereof, acquire any significant assets; (iii) sell or
     pledge or agree to sell or pledge or permit any lien to exist on any stock
     of any of its Subsidiaries owned by it; (iv) change the articles of
     incorporation or certificate of incorporation, charter, bylaws or other
     governing instruments of it or any of its Subsidiaries, except, in the case
     of Ampersand, with respect to the authorization of additional shares of
     Ampersand Common Stock, or otherwise as contemplated by this Agreement; (v)
     engage in any lending activities other than in the ordinary course of
     business consistent with past practices; (vi) form any new subsidiary or
     cause or permit a material change in the activities presently conducted by
     any Subsidiary or make additional investments in subsidiaries in excess of
     $100,000, except as contemplated in Schedule 3.2 of its Disclosure
     Schedules; (vii) engage in any off balance sheet interest rate swap
     arrangement, (viii) engage in any activity not contemplated by its written
     business plan in effect on the Execution Date; (ix) purchase any equity
     securities or incur or assume any indebtedness except in the ordinary and
     usual course of business; (x) authorize capital expenditures other than in
     the ordinary and usual course of business; or (xi) implement or adopt any
     change in its accounting principles, practices or methods other than as may
     be required by generally accepted accounting principles (the limitations
     contained in this Section 3.2 (c) shall also be deemed to constitute
     limitations as to the making of any commitment with respect to any of the
     matters set forth in this Section 3.2 (c)); and

          (d) That, except (i) for the Seventy-Five Thousand Dollar ($75,000)
     aggregate bonus allocation to officers, directors and key employees
     heretofore approved by the Board of Directors of AccuMed for the fiscal
     year ending on December 31, 2000, (ii) the severance agreement heretofore
     entered into by AccuMed with Norman Pressman, and (iii) as specifically
     otherwise permitted herein, neither it nor its Subsidiaries shall: (w)
     grant any general increase in compensation or benefits to its employees or
     officers or pay any bonuses to its employees or officers except in
     accordance with policies in effect on the
                                        16
<PAGE>   98

     Execution Date; (x) enter into, extend, renew, modify, amend or otherwise
     change any employment or severance agreements with any of its directors,
     officers or employees; (y) grant any increase in fees or other increases in
     compensation or other benefits to any of its present or former directors in
     such capacity; or (z) establish or sponsor any new Employee Plan or Benefit
     Arrangement or effect any change in its Employee Plans or Benefit
     Arrangements.

     3.3 No Solicitation.  Each party agrees, on behalf of itself and each of
its Subsidiaries, that, from and after the date hereof, it will not authorize or
permit any officer, director, employee, investment banker, financial consultant,
attorney, accountant or other representative of it or any of its Subsidiaries,
directly or indirectly, to initiate contact with any person or entity in an
effort to solicit, initiate or encourage any Takeover Proposal (as such term is
defined below). Except as the fiduciary duties of its Board of Directors may
otherwise require (as determined in good faith after consultation with legal
counsel), each party agrees that it will not authorize or permit any officer,
director, employee, investment banker, financial consultant, attorney,
accountant or other representative of it or any of its Subsidiaries, directly or
indirectly, (i) to cooperate with, or furnish or cause to be furnished any
non-public information concerning its business, properties or assets to, any
person or entity in connection with any Takeover Proposal; (ii) to negotiate any
Takeover Proposal with any person or entity; or (iii) to enter into any
agreement, letter of intent or agreement in principle as to any Takeover
Proposal. Each party agrees that it shall promptly give written notice to the
other upon becoming aware of any Takeover Proposal, such notice to contain, at a
minimum, the identity of the persons submitting the Takeover Proposal, a copy of
any written inquiry or other communication, the terms of any Takeover Proposal,
any information requested or discussions sought to be initiated and the status
of any requests, negotiations or expressions of interest. As used in this
Agreement, "Takeover Proposal" shall mean any proposal, other than as
contemplated by this Agreement, for a merger or other business combination
involving any of the parties hereto or any of their respective Subsidiaries, or
for the acquisition of an equity interest in any of the parties hereto that
would give rise to a filing requirement with the SEC (as mandated by federal
securities law), or for the acquisition of an equity interest greater than five
percent (5%) in any of their respective Subsidiaries, or for the acquisition of
a substantial portion of the assets of any party hereto or any of their
respective Subsidiaries.

     3.4 Stockholder Approvals.  AccuMed shall call the AccuMed Stockholders'
Meeting, and Ampersand, as the sole shareholder of Acquisition Sub, shall, by
informal action, approve this Agreement and the transactions contemplated
hereby, in accordance with the provisions of Section 1.7 hereof. In connection
with the AccuMed Stockholders' Meeting, the Board of Directors of AccuMed shall
recommend approval of this Agreement and, the transactions contemplated hereby
(and such recommendation shall be contained in the Prospectus/Proxy Statement),
unless as a result of an unsolicited Takeover Proposal received by a party after
the date hereof the Board of Directors of AccuMed determines in good faith,
after consultation with its legal counsel, that to approve or to recommend
approval by the stockholders of this Agreement and the transactions contemplated
hereby would constitute a breach of the fiduciary duties of such Board of
Directors to the stockholders of AccuMed. AccuMed shall use its best efforts to
solicit from its stockholders proxies in favor of approval and to take all other
action necessary or helpful to secure a vote of the AccuMed stockholders in
favor of this Agreement and the transactions contemplated hereby, except as the
fiduciary duties of its Board of Directors may otherwise require.

     3.5 Accounting and Tax Treatment.  After execution of this Agreement, none
of the parties hereto shall take any action which would prevent the Merger and
the other transactions contemplated hereby from qualifying as a reorganization
within the meaning of Section 368 of the Internal Revenue Code.

     3.6 Publicity.  From and after the Execution Date, and through and
including the Merger Effective Time, none of the parties hereto nor any of their
respective Subsidiaries shall, without the prior approval of the other parties
hereto, issue or make, or permit any of its directors, employees, officers or
agents to issue or make, any press release, disclosure or statement to the press
or any third party with respect to the Merger or the other transactions
contemplated hereby, except as required by law. The parties hereto shall
cooperate when issuing or making any press release, disclosure or statement with
respect to the Merger or the other transactions contemplated hereby.
                                        17
<PAGE>   99

     3.7 Cooperation Generally.  From and after the Execution Date, and through
and including the Merger Effective Time, the parties hereto and their respective
Subsidiaries shall, in conformance with the provisions of this Agreement, use
their best efforts, and take all actions necessary or appropriate, to consummate
the Merger and the other transactions contemplated hereby at the earliest
practicable date.

     3.8 Additional Financial Statements and Reports.  As soon as reasonably
practicable after they become publicly available, Ampersand and AccuMed shall
furnish to each other their respective statements of financial condition,
statements of operations or statements of income, statements of cash flows and
statements of changes in stockholders' equity at all dates and for all periods
before the Closing. Such financial statements will be prepared in conformity
with generally accepted accounting principles applied on a consistent basis and
fairly present the financial condition, results of operations and cash flows of
the respective parties (subject, in the case of unaudited financial statements,
to (i) normal year-end audit adjustments, (ii) any other adjustments described
therein, and (iii) the absence of notes which, if presented, would not differ
materially from those included with its most recent audited consolidated
financial statements), and all of such financial statements will be prepared in
conformity with the requirements of Form 10-Q or Form 10-K, as and if
applicable, under the Exchange Act. As soon as reasonably practicable after they
are filed, each of Ampersand and AccuMed shall, to the extent permitted under
applicable law, furnish to the other its own Regulatory Reports.

     3.9 Employee Benefits and Agreements.

          (a) Following the Merger Effective Time, Ampersand or the Surviving
     Corporation shall honor, in accordance with their respective terms, all
     Benefit Arrangements and all provisions for vested benefits or other vested
     amounts theretofore earned or accrued under the Employee Plans of each of
     the parties hereto.

          (b) The aforesaid Employee Plans shall not be terminated by reason of
     the Merger but shall continue thereafter as plans of Ampersand or the
     Surviving Corporation until such time as the Employee Plans are integrated,
     subject to the terms and conditions specified in such plans and to such
     changes therein as may be necessary to reflect the consummation of the
     Merger. Ampersand or the Surviving Corporation shall take such steps as are
     necessary as soon as practicable following the Merger Effective Time to
     integrate the Employee Plans, with (i) full credit for prior service with
     AccuMed or Ampersand or any of the AccuMed or Ampersand Subsidiaries for
     purposes of vesting and eligibility for participation (but not benefit
     accruals under any Employee Plan) and co-payments and deductibles, and (ii)
     waiver of all waiting periods and pre-existing condition exclusions or
     penalties.

     3.10 Ampersand Lock-Up Agreements.  Ampersand shall cause each officer and
director of Ampersand, and Acquisition Sub shall cause each officer and director
of Acquisition Sub, to furnish to AccuMed, on or prior to the Closing Date, a
letter, in form and substance satisfactory to counsel for AccuMed, pursuant to
which each such person shall agree not to offer for sale, sell, distribute or
otherwise dispose of any shares of Ampersand Common Stock during the sixty (60)
days following the Closing Date.

                                   ARTICLE IV

               CONDITIONS OF THE MERGER; TERMINATION OF AGREEMENT

     4.1 Conditions to the Obligations of Each Party.  The obligations of each
party to effect the Merger shall be subject to the satisfaction (or written
waiver by such party, to the extent such condition is waivable) of the following
conditions before the Merger Effective Time:

          (a) Stockholder Approval.  The respective stockholders of AccuMed and
     Acquisition Sub shall have approved or adopted this Agreement as specified
     in Section 1.7 hereof or as otherwise required by applicable law.

          (b) No Proceedings.  No order shall have been entered and remain in
     force restraining or prohibiting the Merger in any legal, administrative,
     arbitration, investigatory or other proceedings by any governmental or
     judicial or other authority.
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<PAGE>   100

          (c) Governmental Approvals.  To the extent required by applicable law
     or regulation, all approvals of or filings with any governmental or
     regulatory authority (collectively, "Governmental Approvals") shall have
     been obtained or made, and any waiting periods shall have expired in
     connection with the consummation of the Merger; provided, however, that
     none of the preceding shall be deemed obtained or made if it shall be
     conditioned or restricted in a manner that would have or result in a
     material adverse effect on the Surviving Corporation as the parties hereto
     shall reasonably and in good faith agree. All other statutory or regulatory
     requirements for the valid consummation of the Merger shall have been
     satisfied.

          (d) Registration Statement.  The Registration Statement shall have
     been declared effective and shall not be subject to a stop order of the SEC
     (and no proceedings for that purpose shall have been initiated or
     threatened by the SEC) and, if the offer and sale of the Ampersand Common
     Stock in the Merger pursuant to this Agreement is subject to the securities
     laws of any state, shall not be subject to a stop order of any state
     securities authority.

          (e) Legal Opinions.  AccuMed shall have received the opinion letter of
     Schwartz, Cooper, Greenberger & Krauss, Chartered, counsel to Ampersand and
     Acquisition Sub, and Ampersand and Acquisition Sub shall have received the
     opinion letter of Joyce L. Wallach, Esq., counsel to AccuMed, in each case
     in form and substance satisfactory to the party or parties to whom
     addressed and to counsel for such party or parties, with respect to those
     matters customarily the subject of such opinion letters in transactions of
     the nature and magnitude of the transactions contemplated by this
     Agreement.

          (f) Federal Tax Opinion.  Ampersand and Acquisition Sub shall have
     received an opinion of tax counsel, dated as of the Closing Date, to the
     effect that for federal income tax purposes:

             (i) The Merger will qualify as a "reorganization" under Section
        368(a) of the Internal Revenue Code;

             (ii) No gain or loss will be recognized by any party hereto by
        reason of the Merger;

             (iii) The basis of the Ampersand Common Stock received by each
        holder of AccuMed Common Stock who exchanges AccuMed Common Stock for
        Ampersand Common Stock, and the basis of the Ampersand Preferred Stock
        received by each holder of AccuMed Preferred Stock who exchanges AccuMed
        Preferred Stock for Ampersand Preferred Stock, in the Merger will be the
        same as the basis of the AccuMed security surrendered in exchange
        therefor (subject, in the case of the AccuMed Common Stock, to any
        adjustments required as the result of receipt of cash in lieu of a
        fractional share of Ampersand Common Stock);

             (iv) The holding period of the Ampersand Common Stock received by a
        holder of AccuMed Common Stock, and the holding period of the Ampersand
        Preferred Stock received by a holder of AccuMed Preferred Stock, in the
        Merger will include the holding period of the AccuMed Common Stock
        surrendered in exchange therefor, provided that such shares of AccuMed
        Common Stock or AccuMed Preferred Stock, as the case may be, were held
        as a capital asset by such stockholder at the Merger Effective Time; and

             (v) Cash received by an AccuMed stockholder in lieu of a fractional
        share interest of Ampersand Common Stock as part of the Merger will be
        treated as having been received as a distribution in full payment in
        exchange for the fractional share interest of Ampersand Common Stock
        which such stockholder would otherwise be entitled to receive and will
        qualify as capital gain or loss (assuming the AccuMed Common Stock was a
        capital asset in such stockholder's hands at the Merger Effective Time).

          (g) Third Party Consents.  All consents or approvals of all persons
     required for the execution, delivery and performance of this Agreement and
     the consummation of the Merger, including, but not limited to, the consents
     or approvals of all counterparties to existing material business contracts
     that contain provisions requiring that such consent or approval be given,
     and the Governmental Approvals referenced in Section 4.1(c) hereof shall
     have been obtained and shall be in full force and effect, unless
                                        19
<PAGE>   101

     the failure to obtain any such consent or approval is not reasonably likely
     to have, individually or in the aggregate, a material adverse effect on the
     Surviving Corporation as the parties shall reasonably and in good faith
     agree.

          (h) Material Business Contracts.  In its Disclosure Schedules, each
     party hereto shall have delivered to the others a list of all material
     business contracts to which the listing party is a party or by which it is
     bound or from which it benefits, which list shall be true and complete as
     of the Closing.

          (i) Due Diligence Reviews.

             (i) During the period from the Execution Date through the Closing
        Date, Ampersand and Acquisition Sub shall be given the opportunity by
        AccuMed, at all reasonable times during normal business hours, to
        conduct a due diligence review of AccuMed and its business operations,
        which shall include but not be limited to, a review of all books and
        records and the opportunity to talk to such employees and contract
        counterparties as the parties shall reasonably agree upon, and, at the
        same time, AccuMed will be given the opportunity by Ampersand and
        Acquisition Sub to conduct a similar due diligence review of Ampersand
        and Acquisition Sub and their respective business operations.

             (ii) In the event that Ampersand or Acquisition Sub, on the one
        hand, or AccuMed, on the other hand, should identify during the course
        of the due diligence review being conducted by it hereunder, any matter
        or matters that, alone or in the aggregate, may have a material adverse
        effect on the party that is the subject of such due diligence review, or
        such party's business, or such party's ability to satisfy its
        representations, warranties or covenants under this Agreement, or that
        would impair the ability of such party to consummate this Agreement or
        the transactions contemplated hereby, then the parties hereto shall
        discuss such matter in good faith and use their respective best efforts
        to negotiate a mutually satisfactory solution to any differences of
        opinion with respect to the materiality of such matter or matters and/or
        the effect that such matter or matters is likely to have with respect to
        the ability of the reviewed party or parties to consummate this
        Agreement and the transactions contemplated hereby in the manner
        anticipated by the parties hereto, provided that if the parties hereto
        are, after all such discussions and negotiations have ended, unable to
        resolve their differences concerning such matter or matters, then the
        reviewing party shall have the right, exercisable in its sole
        discretion, for a period of five (5) business days after such
        discussions and negotiations have concluded, to terminate this Agreement
        without penalty therefor, but without prejudice to the right of the
        other party or parties, among other things, to seek judicial review of,
        or other remedies in regard to, the reasonableness of the terminating
        party or parties in regard to terminating this Agreement; provided,
        however, that in the case of Ampersand and Acquisition Sub, the right to
        terminate this Agreement pursuant to this subsection shall extend only
        until February 28, 2001, and in the case of AccuMed, the right to
        terminate this Agreement pursuant to this subsection shall extend only
        until the twenty-eighth (28th) day after the date on which Ampersand and
        Acquisition Sub have completed the delivery to AccuMed of a true and
        correct copy of each document responsive to the due diligence request
        submitted by AccuMed to Ampersand in a written memorandum dated
        September 29, 2000, a copy of which Ampersand acknowledges having
        received on or about such date.

             (iii) In the event that any matter as described in the immediately
        preceding subparagraph shall be discovered by a party after its
        respective cut-off date, as set forth in said subparagraph, such party
        shall thereafter have such rights with respect thereto and to the breach
        or anticipatory breach of this Agreement as shall be otherwise provided
        hereunder or by law.

                                        20
<PAGE>   102

     4.2 Conditions to Obligations of AccuMed.  The obligations of AccuMed to
effect the Merger and the other transactions contemplated hereby shall be
subject to the satisfaction or written waiver by AccuMed of the following
additional conditions before the Merger Effective Time:

          (a) No Material Adverse Effect.  From and after the Execution Date,
     and through and including the Merger Effective Time, neither Ampersand nor
     Acquisition Sub shall have been affected by any event or change which has
     had or caused a material adverse effect or material adverse change on it.

          (b) Representations and Warranties to be True; Fulfillment of
     Covenants and Conditions.  (i) The representations and warranties of
     Ampersand and Acquisition Sub shall be true and correct (subject to Section
     2.20 hereof) as of the Execution Date and at the Merger Effective Time with
     the same effect as though made at the Merger Effective Time (or on the date
     when made in the case of any representation or warranty which specifically
     relates to an earlier date) except where the failure to be true and correct
     would not have, or would not reasonably be expected to have, a material
     adverse effect, on Ampersand or Acquisition Sub; (ii) each of Ampersand and
     its Subsidiaries, including Acquisition Sub, shall have performed all
     obligations and complied with each covenant, in all material respects, and
     satisfied all conditions under this Agreement on its part to be satisfied
     at or before the Merger Effective Time; and (iii) each of Ampersand and
     Acquisition Sub shall have delivered to AccuMed a certificate, dated the
     Merger Effective Time and signed by its Chief Executive Officer and
     President, certifying as to the satisfaction of clauses (i) and (ii)
     hereof.

          (c) No Litigation.  Other than as set forth in its Disclosure
     Schedules, neither Ampersand or Acquisition Sub, nor any other Ampersand
     Subsidiary, shall be subject to any pending litigation which, if determined
     adversely to Ampersand or any Ampersand Subsidiary, would have a material
     adverse effect on Ampersand or such Subsidiary.

     4.3 Conditions to Obligations of Ampersand and Acquisition Sub.  The
obligations of Ampersand and Acquisition Sub to effect the Merger and the other
transactions contemplated hereby shall be subject to the satisfaction or written
waiver by Ampersand and Acquisition Sub of the following additional conditions
before the Merger Effective Time:

          (a) No Material Adverse Effect.  From and after the Execution Date,
     and through and including the Merger Effective Time, AccuMed shall not have
     been affected by any event or change which has had or caused a material
     adverse effect or material adverse change on AccuMed.

          (b) Representations and Warranties to be True; Fulfillment of
     Covenants and Conditions.  (i) The representations and warranties of
     AccuMed shall be true and correct (subject to Section 2.20 hereof) as of
     the Execution Date and at the Merger Effective Time with the same effect as
     though made at the Merger Effective Time (or on the date when made in the
     case of any representation or warranty which specifically relates to an
     earlier date) except where the failure to be true and correct would not
     have, or would not reasonably be expected to have, a material adverse
     effect on AccuMed; (ii) AccuMed and its Subsidiaries shall have performed
     all obligations and complied with each covenant, in all material respects,
     and satisfied all conditions under this Agreement on its part to be
     satisfied at or before the Merger Effective Time; and (iii) AccuMed shall
     have delivered to Ampersand a certificate, dated the Merger Effective Time
     and signed by its Chief Executive Officer and President, certifying as to
     the satisfaction of clauses (i) and (ii) hereof.

          (c) No Litigation.  Other than as disclosed in its Disclosure
     Schedules, neither AccuMed nor any AccuMed Subsidiary shall be subject to
     any pending litigation which, if determined adversely to AccuMed or any
     AccuMed Subsidiary, would have a material adverse effect on AccuMed.

          (d) Voting Agreements.  Ampersand and Acquisition Sub shall have
     received from AccuMed, substantially in the form of Exhibit A attached
     hereto, the voting agreements of all officers and directors of AccuMed, as
     contemplated by this Agreement.

          (e) Employment Agreements.  Prior to Closing, AccuMed shall have
     terminated the employment agreements of those employees of AccuMed and/or
     its Subsidiaries identified and listed by Ampersand
                                        21
<PAGE>   103

     on Exhibit D attached hereto, in accordance with the applicable termination
     provisions contained in such agreements as of the Execution Date, or, in
     the absence of such provisions, upon such terms and conditions as shall be
     reasonably acceptable to Ampersand and Acquisition Sub.

          (f) Dissenting Shares.  No more than five percent (5%) of the issued
     and outstanding shares of each class of AccuMed capital stock shall be
     Dissenting Shares as of the final date on which such shares may become
     Dissenting Shares under the DGCL.

          (g) Compliance with Budget Statement.  A certificate shall have been
     delivered by AccuMed to Ampersand, signed by AccuMed's Chief Executive
     Officer, certifying that, without the prior written approval of Ampersand
     and Acquisition Sub, no material expenditures of cash, other than the items
     set forth in the Budget Statement, have been made or committed to by
     AccuMed or its Subsidiaries during that portion of the time period covered
     by the Budget Statement that has preceded the Closing.

     4.4 Termination of Agreement.

          (a) Methods of Termination.  This Agreement may be terminated at any
     time prior to the Merger Effective Time, whether before or after approval
     of this Agreement by the stockholders of AccuMed or Acquisition Sub, in the
     following manner:

             (i) by the mutual consent, in writing, of all of the parties
        hereto; or

             (ii) by AccuMed, by giving written notice of such termination to
        the other parties hereto if, upon the taking of the vote of AccuMed's
        stockholders required by the provisions of Section 1.7(a) hereof, the
        required approval of the AccuMed stockholders shall not be obtained,
        provided that the Board of Directors of AccuMed recommended, and used
        its best efforts to obtain, the adoption of this Agreement and approved
        of the transaction contemplated hereby prior to the taking of such vote;
        or

             (iii) by AccuMed, by giving written notice of such termination to
        Ampersand and Acquisition Sub, (A) if there has been (I) a material
        breach of any agreement herein on the part of Ampersand or Acquisition
        Sub which has not been cured or adequate assurance of cure given, in
        either case within twenty (20) calendar days following notice of such
        breach from AccuMed (subject, however, to the provisions of Section
        1.12(b) hereof), or (II) a breach of a representation or warranty of
        Ampersand or Acquisition Sub herein which (individually or, together
        with such other breaches, in the aggregate) would reasonably be expected
        to materially impair the ability of Ampersand or Acquisition Sub to
        perform its obligations under this Agreement and which, in the
        reasonable opinion of AccuMed, by its nature cannot be cured prior to
        May 31, 2001, or (B) if there shall have occurred or been proposed after
        the date of this Agreement (I) any change in any law, rule or
        regulation, or (II) there shall have been any decision or action by any
        court, government or governmental agency, that could reasonably be
        expected to prevent consummation of the Merger or delay such
        consummation beyond May 31, 2001, or that would have a material adverse
        effect on Ampersand or Acquisition Sub; or

             (iv) by Ampersand or Acquisition Sub, by giving written notice of
        such termination to AccuMed, (A) if there has been (I) a material breach
        of any agreement herein on the part of AccuMed which has not been cured
        or adequate assurance of cure given, in either case within twenty (20)
        calendar days following notice of such breach from Ampersand or
        Acquisition Sub, or (II) a breach of a representation or warranty of
        AccuMed herein which (individually or, together with other such
        breaches, in the aggregate) would reasonably be expected to materially
        impair the ability of AccuMed to perform its obligations under this
        Agreement and which, in the reasonable opinion of Ampersand or
        Acquisition Sub, by its nature cannot be cured prior to May 31, 2001,
        (B) if any Takeover Proposal (as defined in Section 3.3 hereof) with
        respect to AccuMed, other than as contemplated by this Agreement, shall
        have been proposed by any third party (and such proposal is not opposed
        in writing by AccuMed within twenty (20) calendar days after AccuMed
        shall have first received or become aware of such proposal, or AccuMed
        or its Board of Directors at any time shall cease to oppose such
        proposal or shall take, or permit any of its Subsidiaries to take,
                                        22
<PAGE>   104

        any action which is not consistent with opposition to such proposal), or
        shall have been agreed to or consummated, or (C) if there shall have
        occurred or been proposed after the Execution Date (I) any change in any
        law, rule or regulation, or (II) there shall have been any decision or
        action by any court, government or governmental agency, that could
        reasonably be expected to prevent consummation of the Merger or delay
        such consummation beyond May 31, 2001, or that would have a material
        adverse effect on AccuMed; or

             (v) by any party, by giving written notice of such termination to
        the other parties, if the Merger shall not have been consummated on or
        before May 31, 2001 (or such later date as the parties hereto may, from
        time to time, establish as the termination date hereof by Amendment
        hereto), unless the failure of the Closing to occur by such date shall
        be due to the failure of the party seeking to terminate this Agreement
        to perform or observe the covenants and agreements of such party set
        forth herein; or

             (vi) by the reviewing party or parties pursuant to the terms and
        provisions of Section 4.1(i) hereof, provided that said party or parties
        shall have given timely notice of such termination to the other parties
        hereto in writing in accordance with the provisions of Section 7.4
        hereof.

          (b) Further Liability.  If this Agreement is terminated for any
     reason, none of the parties hereto shall have any further liability
     hereunder of any nature whatsoever to the other parties; provided, however,
     that, notwithstanding the foregoing, (i) this Section 4.4(b) shall not
     preclude liability from attaching to a party who has caused the termination
     hereof by a willful act or a willful failure to act in violation of the
     terms and provisions hereof, and (ii) termination of this Agreement shall
     not terminate or affect the agreements of the parties contained in Section
     2.7 (No Broker's or Finder's Fees), Section 3.6 (Publicity), Article V
     (Termination Obligations) and Section 7.2 (Confidentiality) hereof, the
     provisions of all of which shall survive any termination of this Agreement;
     provided, however, that any aggrieved party, without terminating this
     Agreement, shall be entitled to specifically enforce the terms hereof
     against the breaching party or parties in order to cause the Merger to be
     consummated. Each party hereto acknowledges that there is not an adequate
     remedy at law to compensate the other parties with respect to relating to
     the non-consummation of the Merger. To this end, each party, to the extent
     permitted by law, irrevocably waives any defense it might have based on the
     adequacy of a remedy at law that might be asserted as a bar to specific
     performance, injunctive relief or other equitable relief.

          (c) No Survival of Representations, Warranties or Agreements.  The
     representations, warranties and agreements set forth in this Agreement
     shall not survive the Merger Effective Time and shall be terminated and
     extinguished at the Merger Effective Time, and from and after the Merger
     Effective Time no party hereto shall have any liability to the other
     parties on account of any breach or failure of any of those
     representations, warranties or agreements; provided, however, that the
     foregoing clause (i) shall not apply to agreements of the parties which by
     their terms are intended to be performed after the Merger Effective Time by
     the Surviving Corporation or otherwise, and (ii) shall not relieve any
     party or person for liability for fraud, deception or intentional
     misrepresentation.

                                   ARTICLE V

                            TERMINATION OBLIGATIONS

     5.1 Breach by AccuMed.  If this Agreement is terminated by Ampersand or
Acquisition Sub pursuant to Section 4.4(a)(iv)(B) hereof, AccuMed shall pay to
Ampersand and Acquisition Sub, jointly, the aggregate amount of $500,000
immediately upon such termination.

     5.2 Breach by Ampersand.  If this Agreement is terminated by AccuMed
pursuant to Section 4.4(a)(iii)(A) hereof, Ampersand and Acquisition Sub,
jointly, shall pay to AccuMed the aggregate amount of $500,000 immediately upon
such termination.

     5.3 Tender or Exchange Offer.  If any person or group of persons, other
than Ampersand or Acquisition Sub, or any of their respective affiliates, shall
commence a tender or exchange offer for ten percent (10%) or more of any class
of securities of AccuMed, or if there shall be commenced by any person or group
of persons,
                                        23
<PAGE>   105

other than Ampersand or Acquisition Sub, or any of their respective affiliates,
of a proxy contest with respect to AccuMed, or solicitation by any person or
group of persons, other than Ampersand, Acquisition Sub, or any of their
respective affiliates, of proxies with respect to securities of AccuMed prior to
the Closing, and, as a consequence, the Merger is not approved by the AccuMed
stockholders as and in the manner contemplated by this Agreement, and if
thereafter (i) any agreement is entered into by AccuMed to effect a merger, sale
of assets or other transaction intended to cause a change of control of AccuMed,
or a tender or exchange offer is made to the AccuMed stockholders for the same
purpose, and (ii) neither Ampersand, Acquisition Sub, nor any of their
respective affiliates is a party thereto, and (iii) the making of such agreement
or the initiation of such tender or exchange offer occurs within twelve (12)
months after the latest date on which the AccuMed Stockholders Meeting should
have been held in accordance with the provisions of Section 1.7(a) of this
Agreement, AccuMed shall pay to Ampersand and Acquisition Sub, jointly, the
aggregate amount of $500,000. Such amount shall be due at the closing of the
transaction contemplated by such agreement or tender or exchange offer. If,
however, Ampersand or Acquisition Sub, or any of their respective affiliates, is
a party to such transaction, then the $500,000 provided for in this Section 5.3
will not be payable to Ampersand and Acquisition Sub hereunder.

     5.4 Non-Fulfillment of AccuMed Obligations.  If AccuMed shall have
withdrawn, or not included in the Prospectus/Proxy Statement, the recommendation
of its Board of Directors with respect to the Merger as provided for in this
Agreement, or shall not have held the AccuMed Stockholders Meeting on, or by,
the latest date provided for in Section 1.7(a) of this Agreement and, as a
consequence, the Merger is not approved by the AccuMed stockholders as and in
the manner contemplated by this Agreement, or the Merger does not close
notwithstanding the fulfillment of all of the conditions of Section 4.2 hereof,
and if thereafter any agreement is entered into by AccuMed to effect a merger,
sale of assets or other transaction intended to cause a change of control of
AccuMed, or a tender or exchange offer for ten percent (10%) or more of any
class of securities of AccuMed is made to the AccuMed stockholders for the same
purpose, and neither Ampersand nor Acquisition Sub, nor any of their respective
affiliates, is a party thereto, and the making of such agreement or the
initiation of such tender or exchange offer occurs within twelve (12) months
after the latest date on which the AccuMed Stockholders Meeting should have been
held in accordance with the provisions of Section 1.7(a) of this Agreement,
AccuMed shall pay to Ampersand and Acquisition Sub, jointly, the aggregate
amount of $500,000. Such amount shall be due at the closing of the transaction
contemplated by such agreement, tender or exchange offer. If, however, Ampersand
or Acquisition Sub or any of their respective affiliates, is a party to such
transaction, then the $500,000 provided for in this Section 5.4 will not be
payable to Ampersand and Acquisition Sub hereunder.

     5.5 Payment of Replacement Note.  The full principal amount of the
Replacement Note, together with all accrued but unpaid interest thereon, shall
become due and payable to the holder thereof immediately upon the earlier to
occur of (i) termination, for any reason, of this Agreement and the transactions
contemplated hereby, and (ii) May 31, 2001, or such later date as the parties
hereto may, from time to time, establish as the termination date hereof and
thereof by amendment hereto; provided, however, that if this Agreement is
terminated by AccuMed pursuant to the provisions of Section 4.4(a)(iii)(A)
hereof, and AccuMed becomes entitled to payment of the $500,000 amount provided
for in Section 5.2 hereof, then AccuMed shall have the right to offset such
$500,000 amount against any payments due to the holder of the Replacement Note
under this Section 5.5, and the payment of any balance thereafter remaining due
and payable under the Replacement Note shall instead become due and payable on
the sixtieth (60th) day following the date on which the termination of this
Agreement became effective.

                                   ARTICLE VI

                         CERTAIN POST-MERGER AGREEMENTS

6.1 Indemnification.

          (a) From and after the Merger Effective Time, Ampersand and the
     Surviving Corporation shall indemnify, defend and hold harmless each person
     who is now, or who has been at any time before the Execution Date or who
     becomes before the Merger Effective Time, an officer or director of any of
     the
                                        24
<PAGE>   106

     parties hereto or any of their respective Subsidiaries (the "Indemnified
     Parties") against all losses, claims, damages, costs, expenses (including
     reasonable attorney's fees), liabilities, judgments or amounts that are
     paid in settlement (which settlement shall require the prior written
     consent of Ampersand and the Surviving Corporation, which consent shall not
     be unreasonably withheld) of or in connection with any claim, action, suit,
     proceeding or investigation, whether civil, criminal or administrative
     (each a "Claim"), in which an Indemnified Party is, or is threatened to be
     made, a party based in whole or in part on or arising in whole or in part
     out of the fact that such person is or was a director or officer of any of
     the parties hereto or any of their respective Subsidiaries if such Claim
     pertains to any matter or fact arising, existing at or occurring before the
     Merger Effective Time (including, without, limitation, the Merger and the
     other transactions contemplated hereby), regardless of whether such Claim
     is asserted or claimed before, or at or after, the Merger Effective Time
     (the "Indemnified Liabilities"), to the fullest extent permitted under
     applicable state or federal law in effect as of the Execution Date or as
     amended applicable to a time before the Merger Effective Time, and
     Ampersand or the Surviving Corporation shall pay expenses in advance of the
     final disposition of any such action or proceeding to each Indemnified
     Party to the fullest extent permitted by applicable state or federal law in
     effect as of the Execution Date or as amended applicable to a time before
     the Merger Effective Time upon receipt of any undertaking required by
     applicable law. Any Indemnified Party wishing to claim indemnification
     under this Section 6.1(a), upon learning of any Claim, shall notify
     Ampersand and the Surviving Corporation (but the failure so to notify
     Ampersand and the Surviving Corporation shall not relieve either of them
     from any liability which it may have under this Section 6.1(a), except to
     the extent such failure materially prejudices Ampersand or the Surviving
     Corporation) and shall deliver to Ampersand and the Surviving Corporation
     the undertaking, if any, required by applicable law. Ampersand and the
     Surviving Corporation shall ensure, to the extent permitted under
     applicable law, that all limitations of liability existing in favor of the
     Indemnified Parties as provided in their respective governing entity
     documents, as in effect as of the Execution Date, or allowed under
     applicable state or federal law as in effect as of the Execution Date or as
     amended applicable to a time before the Merger Effective Time, with respect
     to claims or liabilities arising from facts or events existing or occurring
     before the Merger Effective Time (including, without limitation, the
     transactions contemplated hereby), shall survive the Merger.

          (b) For a period of six (6) years from and after the Merger Effective
     Time, Ampersand and the Surviving Corporation shall cause to be maintained
     in effect the current policies of directors' and officers' liability
     insurance (if any) maintained by AccuMed and its Subsidiaries (provided
     that they may substitute therefor policies from financially capable
     insurers of at least the same coverage and amounts and containing terms and
     conditions that are carried by Ampersand and its Subsidiaries in the
     ordinary course of business) with respect to claims arising from facts or
     events which occurred before the Merger Effective Time.

          (c) The obligations of Ampersand and the Surviving Corporation
     provided under paragraphs (a) and (b) of this Section 6.1 are intended to
     be enforceable against Ampersand and the Surviving Corporation directly by
     the Indemnified Parties and shall be binding on all respective successors
     and permitted assigns of Ampersand and the Surviving Corporation.

                                        25
<PAGE>   107

                                  ARTICLE VII

                                    GENERAL

     7.1 Amendments.  Subject to applicable law, this Agreement may be amended,
whether before or after any stockholder approval hereof, by an agreement in
writing executed in the same manner as this Agreement and authorized or ratified
by the Boards of Directors of the parties hereto, provided that after the
approval of this Agreement by the stockholders of either AccuMed or Acquisition
Sub, no such amendment may change the amount or form of the consideration to be
delivered hereunder pursuant to Section 1.3 hereof without the further approval
of such stockholders.

     7.2 Confidentiality.  All information disclosed by any party hereunder or
in connection herewith, whether prior or subsequent to the date of this
Agreement, including, without limitation, any information obtained pursuant to
Section 3.1 hereof, shall be kept confidential by the person receiving such
information and shall not be used by such person otherwise than as herein
contemplated, all in accordance with the terms of Paragraph 13 of that certain
Confidential Term Sheet (the "Term Sheet") between Ampersand and AccuMed, dated
September 22, 2000, which confidentiality terms the parties hereto acknowledge
and agree shall have a continuing, binding effect notwithstanding the
termination of all other provisions of said Term Sheet. In the event of the
termination of this Agreement, each party hereto shall use all reasonable
efforts to return, upon request, to the other parties hereto all documents (and
reproductions thereof) received from such other parties (and, in the case of
reproductions, all such reproductions) that include information subject to the
confidentiality requirements set forth above in this Section 7.2 and the Term
Sheet.

     7.3 Governing Law.  This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Illinois, without taking into account any provisions regarding
choice of law, except to the extent certain matters may be governed by federal
law by reason of preemption.

     7.4 Notices.  Any notices or other communications required or permitted
hereunder shall be sufficiently given if it is in writing and either personally
served, sent by confirmed facsimile transmission, air courier guaranteeing next
business day delivery or certified or registered United States mail, postage
prepaid, and shall be deemed delivered upon receipt if personally served, or
upon confirmation of receipt if sent by facsimile transmission, or the next
business day, if sent by air courier guaranteeing next business day delivery,
or, if sent by mail, there (3) business days after deposit in the United States
mail with postage prepaid and properly addressed. For purposes hereof, the
addresses of the parties hereto shall be as follows:

     If to AccuMed, to

        AccuMed International, Inc.
        920 North Franklin Street
        Suite 402
        Chicago, Illinois 60610
        Attention: Paul F. Lavallee,
                Chairman of the Board and Chief Executive Officer
        Telecopier: (312) 642-8684
        Confirmation: (312) 642-9200

     with a copy to:

        Joyce L. Wallach, Esq.
        1500 7th Avenue
        Sacramento, California 95818
        Telecopier: (916) 341-0256
        Confirmation: (916) 341-0255

                                        26
<PAGE>   108

     If to Ampersand or Acquisition Sub, to

        Ampersand Medical Corporation
        (or AccuMed Acquisition Corp., as the case may be)
        414 North Orleans
        Suite 510
        Chicago, Illinois 60610
        Attention: Peter P. Gombrich,
                Chairman of the Board and Chief Executive Officer
        Telecopier: (312) 222-9580
        Confirmation: (312-222-9550

     with a copy to:

        Schwartz, Cooper, Greenberger & Krauss, Chartered
        180 North LaSalle Street
        Suite 2700
        Chicago, Illinois 60601
        Attention: Richard J. Firfer, Esq. or
                Robert A. Smoller, Esq.,
        Telecopier: (312) 782-8416
        Confirmation: (312) 346-1300

or to such other address as shall be furnished in writing by any party to the
others in accordance with the provisions of this Section 7.4.

     7.5 No Assignment.  This Agreement may not be assigned by any party hereto,
by operation of law or otherwise, except as contemplated hereby.

     7.6 Headings.  The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

     7.7 Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which shall
be considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties hereto and delivered
to the others.

     7.8 Construction and Interpretation.  Except as the context otherwise
requires, all references herein to any state or federal regulatory agency shall
also be deemed to refer to any predecessor or successor agency, and all
references to state and federal statutes or regulations shall also be deemed to
refer to any successor statute or regulation, as amended.

     7.9 Binding Effect.  This Agreement and every representation, warranty,
covenant, agreement and provision hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
beneficiaries, officers, directors, stockholders, employees, agents, successors
and permitted assigns.

     7.10 Expenses.  In the event that the Merger and the transactions
contemplated hereby are not consummated, each of the parties hereto shall be
responsible for its own expenses incident thereto.

     7.11 Third Parties.  The parties hereto acknowledge and agree that by
entering into this Agreement they do not intend to confer any benefits, rights,
privileges, actions or remedies on any person or entity under any third party
beneficiary theory or otherwise, except that after the Merger Effective Time,
the beneficiaries of any representations, warranties or covenants of any of the
parties hereto that survive the Merger may enforce such representations,
warranties and covenants,

     7.12 Entire Agreement.  This Agreement, including the schedules, exhibits,
certificates and other writings delivered in connection herewith, contains the
entire understanding and agreement of the parties hereto with respect to the
subject matter hereof, and supercedes all prior and contemporaneous agreements,
                                        27
<PAGE>   109

understandings, proposals, letters of intent, term sheets, representations,
warranties and covenants in regard thereto, except as otherwise stated herein.

     7.13 Waivers.  Any term or provision of this Agreement may be waived, or
the time for its performance may be extended by the party or parties entitled to
the benefit thereof. Any such waiver shall be validly and sufficiently given for
the purposes of this Agreement if, as to any party, it is in writing and signed
by an authorized representative of such party. The failure of any party hereto
to enforce at any time any provision of this Agreement shall not be construed to
be a waiver of such provision, nor in any way to affect the validity of such
provision. No waiver of any breach of this Agreement shall be held to constitute
a waiver of any other or subsequent breach.

     7.14 Partial Invalidity.  Wherever possible, each provision hereof shall be
interpreted in such manner as to be effective and valid under applicable law,
but in case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
provision shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder of
such provision or provisions or any other provisions hereof, unless such a
construction would be unreasonable.

                            [Signature Page Follows]

                                        28
<PAGE>   110

     IN WITNESS WHEREOF, each party has caused this Agreement to be executed on
its behalf by its duly authorized officer as of the date first hereinabove set
forth.

ACCUMED INTERNATIONAL, INC.

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

AMPERSAND CORPORATION

By: /s/ PETER P. GOMBRICH
    -----------------------------------------------------
    Peter P. Gombrich,
    Chairman of the Board
    and Chief Executive Officer

ACCUMED ACQUISITION CORP.

By: /s/ PETER P. GOMBRICH
    -----------------------------------------------------
    Peter P. Gombrich,
    President

                                        29
<PAGE>   111

                                                                       EXHIBIT A

                             As of February 5, 2001

Ampersand Medical Corporation
AccuMed Acquisition Corp.
414 North Orleans
Suite 510
Chicago, Illinois 60610

Dear Sirs:

     The undersigned understands that AccuMed International, Inc. ("AccuMed"),
Ampersand Medical Corporation ("Ampersand") and AccuMed Acquisition Corp.
("Acquisition Sub"), all of which are Delaware corporations, are entering into
an Agreement and Plan of Merger (the "Merger Agreement") providing for, among
other things, a merger of AccuMed with and into Acquisition Sub, a wholly-owned
subsidiary of Ampersand (the "Merger"), pursuant to which all of the outstanding
shares of common stock of AccuMed will be exchanged for shares of common stock,
$.001 par value, of Ampersand (subject to the issuance of cash in lieu of
fractional shares).

     The undersigned is a stockholder of AccuMed and is entering into this
agreement to induce Ampersand and Acquisition Sub to enter into the Merger
Agreement and to consummate the transactions contemplated thereby.

     The following agreement among the undersigned, Ampersand and Acquisition
Sub is hereby confirmed by the undersigned:

           1. The undersigned represents, warrants and agrees that (i) Schedule
     I attached hereto sets forth the number of shares of capital stock of
     AccuMed (the "Shares") of which the undersigned is currently the record or
     beneficial owner, and (ii) the undersigned is, as of the date hereof, the
     lawful owner of the Shares set forth on Schedule I, none of which are
     subject to any other voting agreements or similar restrictions, except as
     disclosed on Schedule I. Except as set forth on Schedule I, the undersigned
     does not own or hold any rights to acquire any additional Shares (whether
     by exercise of stock options, warrants, other convertible securities,
     preemptive rights or otherwise), or any voting rights with respect thereto
     (all of such rights and/or interests being hereinafter collectively
     referred to as "Share Rights").

           2. The undersigned agrees that the undersigned will not, and will not
     permit any person or entity controlled by the undersigned to, contract to
     sell, sell or otherwise transfer or dispose of any of the Shares or Share
     Rights disclosed on Schedule I, or any interest therein, until after the
     AccuMed Stockholders' Meeting (as defined in the Merger Agreement), other
     than (i) pursuant to the Merger, or (ii) with the prior written consent of
     Ampersand and Acquisition Sub, unless the purchaser thereof agrees in
     writing to be bound by all of the provisions of this agreement.

           3. The undersigned agrees that all of the Shares owned beneficially
     or of record by the undersigned, or over which the undersigned has voting
     power or control, directly or indirectly, at the record date for any
     meeting of stockholders of AccuMed called to consider and vote to adopt the
     Merger Agreement and/or the transactions contemplated thereby will be voted
     in favor thereof.

           4. The undersigned agrees to, and will cause any person or entity
     controlled by the undersigned to also agree to, cooperate with Ampersand
     and Acquisition Sub in connection with the Merger Agreement and the
     transactions contemplated thereby. The undersigned agrees that the
     undersigned will not, and will not permit any such person or entity to,
     directly or indirectly (including through its officers, directors,
     employees, agents or other representatives), initiate, solicit or encourage
     any discussions, inquiries or proposals with any third party relating to a
     Takeover Proposal (as defined in the Merger Agreement), or provide any such
     third party with information or assistance, or negotiate with any such
     third party with respect to a Takeover Proposal, or agree to or otherwise
     assist in the effectuation of any Takeover

                                       A-1
<PAGE>   112

     Proposal, except as may be permitted by the Merger Agreement. Nothing
     contained herein is intended to preclude the undersigned, in the
     undersigned's capacity as a director and/or significant stockholder of
     AccuMed, from exercising any fiduciary duties the undersigned may have with
     respect to a Takeover Proposal (as defined in the Merger Agreement).

           5. The undersigned represents and warrants to Ampersand and
     Acquisition Sub that (i) the undersigned has all necessary power and
     authority to enter into this agreement, and (ii) this agreement is the
     legal, valid and binding obligation of the undersigned, enforceable against
     the undersigned in accordance with its terms, except as enforceability may
     be limited by applicable laws relating to bankruptcy, insolvency or
     creditors' rights generally and general principles of equity.

           6. The undersigned agrees that damages are an inadequate remedy for
     the breach by the undersigned of any term or condition of this agreement,
     and that each of Ampersand and Acquisition Sub shall be entitled to a
     temporary restraining order and preliminary and permanent injunctive relief
     in order to enforce the covenants contained herein.

           7. This agreement will automatically terminate upon the earlier of
     (i) termination of the Merger Agreement, and (ii) the Merger Effective Time
     (as defined in the Merger Agreement).

           8. This agreement may be amended, modified or supplemented at any
     time by the written approval of such amendment, modification or supplement
     by all of the parties hereto.

           9. This agreement evidences the entire agreement among the parties
     hereto with respect to the matters provided for herein, and there are no
     agreements, representations or warranties with respect to the matters
     provided for herein other than those set forth herein and in the Merger
     Agreement.

          10. The parties hereto agree that if any provision of this agreement
     shall under any circumstances be deemed invalid or inoperative, this
     agreement shall be construed with the invalid or inoperative provisions
     deleted, and the rights and obligations of the parties shall be construed
     and enforced accordingly.

          11. This agreement may be executed in any number of counterparts, each
     of which shall be deemed an original, but all of which, when taken
     together, shall constitute one and the same instrument.

          12. The validity, construction, enforcement and effect of this
     agreement shall be governed by the laws of the State of Illinois, without
     regard to conflicts of laws principles.

          13. This agreement shall be binding upon and inure to the benefit of
     the parties hereto and their respective legal representatives, successors
     and permitted assigns.

          14. Nothing in this agreement shall be construed to give Ampersand or
     Acquisition Sub any rights to exercise or direct the exercise of voting
     power as owner of the Shares, either beneficially or otherwise, for any
     purpose.

                            [Signature Page Follows]

                                       A-2
<PAGE>   113

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
date first hereinabove set forth.

                                          --------------------------------------
                                          [If an Entity, Name of Entity]

                                          --------------------------------------
                                          [Signature]

                                          --------------------------------------
                                          [Print Name (and Title, if
                                          applicable)]

                                          --------------------------------------
                                          [Mailing Address]

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

Acknowledged and Agreed:

AMPERSAND MEDICAL CORPORATION

By:
    -----------------------------------------------------
    Peter P. Gombrich, Chairman of the Board
    and Chief Executive Officer

ACCUMED ACQUISITION CORP.

By:
    -----------------------------------------------------
    Peter P. Gombrich, President

                                       A-3
<PAGE>   114

                                   Schedule I

<Table>
<S>  <C>                                                    <C>
1.   Number of shares of AccuMed capital stock owned beneficially or of record as of February 5, 2001:

                                                            Series A Convertible
     Common Stock                                           Preferred Stock
2.   Number of shares of AccuMed common stock, if any, which could be acquired upon the exercise of stock
     options, warrants, Series A Convertible Preferred Stock, other convertible securities, preemptive rights or
     otherwise:

     ------------------------------------------------------------------------------------------------------------
</Table>

                                       A-4
<PAGE>   115

                                                                       EXHIBIT B

                                    SECURED
                                PROMISSORY NOTE

$800,000.00                                                     February 7, 2001
                                                               Chicago, Illinois

     1. FOR VALUE RECEIVED, AccuMed International, Inc. ("Maker"), whose
principal place of business is located at 920 North Franklin Street, Suite 402,
Chicago, Illinois 60610, hereby promises to pay to the order of Ampersand
Medical Corporation ("Payee"), whose principal place of business is located at
414 North Orleans, Suite 510, Chicago, Illinois 60610, the principal sum of
EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($800,000.00), at the place and in the
manner hereinafter provided, together with interest thereon at the rates
described below.

     2. Interest shall accrue on the balance of principal from time to time
unpaid under this Note prior to the Maturity Date (as hereinafter defined) at an
annual rate equal to Prime plus two and one-half percent (2 1/2%). For purposes
hereof, "Prime" shall mean the rate of interest from time to time announced by
LaSalle Bank, National Association ("Bank"), as its Prime Rate, which is not
necessarily the Bank's lowest or most favorable rate of interest at any given
time. Interest shall be computed on the basis of a year consisting of 360 days
and shall be based on the actual number of days during the period for which
interest is being charged.

     3. Principal and interest under this Note shall be due and payable on the
earlier to occur of the following: (i) termination of the contemplated merger
transaction as outlined in the Merger Agreement (as such term is defined in
paragraph 4 hereof); and (ii) May 31, 2001 or such later date as the parties to
the Merger Agreement may, from time to time, establish as the termination date
of the Merger Agreement by amendment thereto (such payment due date being
hereinafter referred to as the "Maturity Date"); provided, however, the Maturity
Date shall be automatically extended (without requiring a written amendment
hereto) to such later date, if any, as Maker and Payee agree by amendment of the
date specified in Section 4.4(a)(v) of the Merger Agreement (as such term is
hereinafter defined).

     4. This Note is executed simultaneously and in conjunction with the
execution and delivery by Maker and Payee of that certain Agreement and Plan of
Merger, dated as of February 7, 2001 (the "Merger Agreement"), pursuant to which
the parties thereto have agreed to enter into the merger described therein. This
Note evidences the loan from Payee to Maker referred to in paragraph 1.12 of the
Merger Agreement.

     5. From and after the Maturity Date, or during any period in which an Event
of Default (as hereinafter defined) exists under this Note, Maker shall pay
interest on the balance of principal then remaining unpaid at an annual rate
(the "Default Rate") equal to Prime plus five percent (5%). The interest
accruing under this paragraph 5 shall be immediately due and payable by Maker to
the holder of this Note on demand and shall be additional indebtedness evidenced
by this Note.

     6. Maker reserves the privilege, without penalty or premium therefor, to
prepay all or any part of the principal balance of this Note at any time and
from time to time upon two (2) business days prior written notice to Payee of
its intention to do so.

     7. All payments and prepayments on account of the indebtedness evidenced by
this Note shall be first applied to accrued and unpaid interest on the unpaid
principal balance of this Note, and second to all other sums then due Payee
hereunder.

     8. All payments of principal and interest hereunder shall be paid by check
or in coin or currency and shall be made at Payee's principal place of business,
as hereinabove set forth. Payment made by check shall be deemed paid on the date
Payee receives such check; provided, however, that if such check is subsequently
returned to Payee unpaid due to insufficient funds or otherwise, the payment
shall not be deemed to have been made and shall continue to bear interest until
collected. If payment hereunder becomes due and payable on a Saturday, Sunday or
legal holiday under the laws of the State of Illinois, the due date thereof
shall be

                                       B-1
<PAGE>   116

extended to the next succeeding business day, and interest shall be payable
thereon at the then applicable interest rate during such extension.

     9. An Event of Default shall occur hereunder if: (1) any amount payable
hereunder is not paid when due; or (2) Maker shall otherwise fail to perform any
of the promises to be performed by Maker hereunder or under any security
agreement with Payee relating thereto; or (3) Maker or any person who is or
shall become primarily or secondarily liable for any payment hereunder, who is a
natural person, dies; or (4) Maker or any other party liable with respect to any
payment hereunder, or any guarantor or accommodation endorser or third party
pledgor, shall make any assignment for the benefit of creditors, or there shall
be commenced by or against Maker or any such party any bankruptcy, receivership,
insolvency, reorganization, dissolution or liquidation proceedings, or there
shall be the entry of any judgment, levy, attachment, garnishment or other
process, or the filing of any lien, against any of the Collateral (as such term
is defined in the Security Agreement referred to in paragraph 12 hereof); or (5)
in the opinion of Payee, acting in good faith, there is any deterioration or
impairment of any of the Collateral, or any actual decline or depreciation in
the value or market price thereof that causes the Collateral to become
unsatisfactory as to value, and the Payee has provided Maker with written notice
describing the basis of such opinion, and if Maker has failed, within five (5)
business days after receiving such notice to (x) provide documents effectively
refuting such opinion to Payee's satisfaction, or (y) provide additional
Collateral to eliminate the deficit or pay down the indebtedness in an amount
sufficient to erase such deficit; or (6) there is a determination by Payee that
a material adverse change has occurred in the financial condition of the Maker
from the condition set forth in the most recent financial statement of Maker
furnished to Payee, or from the financial condition of the Maker most recently
disclosed to Payee in any manner; or (7) Maker shall fail to do any commercially
reasonable act necessary to preserve or maintain the value and collectability of
the Collateral; or (8) Maker shall fail, within five (5) business days after
receiving a written request by Payee, to permit inspection by Payee (during
normal business hours) of Maker's books and records pertaining to the
Collateral; or (9) any guarantor of this Note shall discontinue or contest the
validity of such guaranty; or (10) there shall occur any material adverse event
that causes a change in the financial condition of Maker, or that would have a
material adverse effect on the business of Maker.

     10. At the election of the holder hereof, whenever Maker shall be in
default as aforesaid (an "Event of Default"), and all applicable cure periods
have expired without a cure having been effected, then without demand or notice
of any kind, the entire unpaid principal amount hereof, and all interest accrued
thereon, shall become immediately due and payable. Failure of the holder to
exercise such election shall not constitute a waiver of the right to exercise
the same in the event of any subsequent Event of Default. No holder hereof
shall, by any act of omission or commission, be deemed to waive any of its
rights, remedies or powers hereunder or otherwise unless such waiver is in
writing and signed by the holder hereof, and then only to the extent
specifically set forth therein. The rights, remedies and powers of the holder
hereof, as provided in this Note, are cumulative and concurrent, and may be
pursued singly, successively or together against Maker and any security given at
any time to secure the repayment hereof, all at the sole discretion of the
holder hereof. If any suit or action is instituted or attorneys are employed to
collect this Note or any part thereof, Maker promises and agrees to pay all
costs of collection, including reasonable attorneys' fees and court costs.

     11. Maker hereby (i) waives presentment and demand for payment, notice of
nonpayment and of dishonor, protest of dishonor, and notice of protest; and (ii)
waives any and all lack of diligence and delays in the enforcement of the
payment hereof.

     12. This Note is secured by that certain Security Agreement, dated as of
the date hereof, pursuant to which Maker has pledged certain of its assets and
property, as described therein, as security for the payment hereof.

     13. This Note evidences a business loan that comes within the purview of
Section 205/4, paragraph (1)(c) of Chapter 815 of the Illinois Compiled
Statutes, as amended. Maker agrees that the obligation evidenced by this Note is
an exempted transaction under the Truth In Lending Act, 15 U.S.C., Section 1601,
et seq.

     14. Time is of the essence hereof.
                                       B-2
<PAGE>   117

     15. This Note is governed and controlled as to validity, enforcement,
interpretation, construction, effect and in all other respects by the statutes,
laws and decisions of the State of Illinois, without regard to conflicts of laws
principles. This Note may not be changed or amended orally but only by an
instrument in writing signed by the party against whom enforcement of the change
or amendment is sought.

     16. This Note has been made and delivered at Chicago, Illinois and all
funds disbursed to or for the benefit of Maker will be disbursed in Chicago,
Illinois.

     17. The obligations and liabilities of Maker under this Note shall be
binding upon and enforceable against Maker and its successors and assigns. This
Note shall inure to the benefit of and may be enforced by Payee and its
successors and assigns.

     18. In the event one or more of the provisions contained in this Note shall
for any reason be held to be invalid, illegal or unenforceable in any respect by
a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision of this Note, and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein. Payee shall not collect a rate of interest on
the principal balance under this Note in excess of the maximum contract rate of
interest permitted by applicable law. All interest found in excess of that rate
of interest allowed and collected by Payee shall be applied to the principal
balance in such manner as to prevent the payment and collection of interest in
excess of the rate permitted by applicable law.

     IN WITNESS WHEREOF, Maker has executed this Note as of the date first
hereinabove written.

                                          ACCUMED INTERNATIONAL, INC.

                                          By:
                                          --------------------------------------
                                              Paul F. Lavallee, Chairman of the
                                              Board and Chief Executive Officer

                                       B-3
<PAGE>   118

                                                                       EXHIBIT C
                          ACCUMED INTERNATIONAL, INC.
                                  BUDGET 2000
                                 ACMI EXPENSES
<Table>
<Caption>
                               ACTUAL
                               3 MOS.
                               3/31/00    APRIL 00   MAY 00    JUNE 00   JULY 00   AUG 00    SEPT 00   OCT 00    NOV 00    DEC 00
                               -------    --------   ------    -------   -------   ------    -------   ------    ------    ------
<S>                           <C>         <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
  Salaries..................    255,836    78,584    78,584    88,584     94,917    94,917   94,917     94,917    94,917    94,917
B Payroll taxes and
  benefits..................     44,413    13,642    13,642    15,378     16,478    16,478   16,478     16,478    16,478    16,478
  Salaries--contract........    105,535    31,428    31,428    31,428     31,428    31,428   31,428     31,428    31,428    31,428
  Franchise taxes...........      6,460              15,000                                                       54,000
  Outside services..........     12,702     7,058     1,474       799        858     1,474      799        858     1,474       799
  Accounting fees...........     30,568               8,000    36,500      5,000    13,000                         8,000
  Consulting fees...........     83,244    26,550    16,800    15,600     15,600    15,600   15,600     19,600    15,600    15,600
  Legal fees................    207,675    10,250    10,250    10,250     10,250    25,250   40,000     45,000    40,000    40,000
  Rent--building............     55,260    17,238    17,238    17,238     17,807    17,807   14,010     14,010    14,010    14,010
  Rent--other...............      6,397     2,898     2,898     2,898      2,898     2,898    2,898      2,898     2,898     2,898
  Meal & entertainment......        943       325       325       325        325       325      325        325       325       325
  Travel....................     52,777    10,000    10,000    10,000     10,000    10,000   10,000     10,000    10,000    10,000
  Seminars/training.........        675       225       225       225        225       225      225        225       225       225
  Board of directors........        375
  Dues and subscriptions....      6,329
  Charitable
    contributions...........        200
  Convention................        915
  Supplies..................      9,898     3,500     3,500     3,500      3,500     3,500    3,500      3,500     3,500     3,500
  Telephone.................     12,003     6,398     5,925     5,925      6,398     5,925    5,925      6,398     5,925     5,925
  Utilities.................      4,860     1,940     1,900     1,750      1,750     1,750    1,750      1,850     1,900     2,000
A Maintenance...............        654       218       218       218        218       218      218        218       218       218
  Postage and messenger.....      2,864       950       950       950        950       950      950        950       950       950
  Transfer agent............      4,530     1,510     1,510     1,510      1,510     1,510    1,510      1,510     1,510     1,510
  Investor relations........     30,912     6,373     5,900     5,900      6,373     5,900    5,900      6,373     5,900     5,900
C Insurance.................     28,101     9,214     9,214     9,214      9,214     9,214    9,214                          9,214
  Bank and ADP charges......      2,112       775       775       775        775       775      775        775       775       775
  R&D.......................      7,287     2,425     2,425     2,425      2,425     2,425    2,425      2,425     2,425     2,425
  Other.....................        706       235       235       235        235       235      235        235       235       235
                              ---------   -------    -------   -------   -------   -------   -------   -------   -------   -------
                                974,231   231,736    238,416   261,627   239,133   261,803   259,081   259,972   312,692   259,331
  Interest expense..........      7,500     3,325     3,170     2,898      2,628     2,357    2,086      1,815     1,544     1,273
  Income taxes..............        900
  Depreciation and
    amortization............    123,553    28,600    28,600    28,600     28,600    28,600   28,600     28,600    28,600    28,600
                              ---------   -------    -------   -------   -------   -------   -------   -------   -------   -------
                              1,106,184   263,661    270,186   293,125   270,361   292,760   289,767   290,387   243,836   289,204
                              =========   =======    =======   =======   =======   =======   =======   =======   =======   =======

<Caption>

                                TOTAL
                                2000
                                -----
<S>                           <C>
  Salaries..................  1,071,091
B Payroll taxes and
  benefits..................    185,941
  Salaries--contract........    388,387
  Franchise taxes...........     75,460
  Outside services..........     28,295
  Accounting fees...........    101,068
  Consulting fees...........    239,794
  Legal fees................    438,925
  Rent--building............    198,627
  Rent--other...............     32,479
  Meal & entertainment......      3,868
  Travel....................    142,777
  Seminars/training.........      2,700
  Board of directors........        375
  Dues and subscriptions....      6,329
  Charitable
    contributions...........        200
  Convention................        915
  Supplies..................     41,398
  Telephone.................     66,747
  Utilities.................     21,450
A Maintenance...............      2,616
  Postage and messenger.....     11,414
  Transfer agent............     18,120
  Investor relations........     85,431
C Insurance.................     92,599
  Bank and ADP charges......      9,087
  R&D.......................     29,112
  Other.....................      2,821
                              ---------
                              3,298,025
  Interest expense..........     28,596
  Income taxes..............        900
  Depreciation and
    amortization............    380,953
                              ---------
                              3,708,474
                              =========
</Table>

-------------------------
A Rentokil $218 per month
B Represents 17.4% of salaries
C Imperial Premium Finance

                                       C-1
<PAGE>   119

                                                                       EXHIBIT E

                    CERTIFICATE OF DESIGNATION, PREFERENCES
                       AND RIGHTS OF SERIES A CONVERTIBLE
                                PREFERRED STOCK
                                       OF
                         AMPERSAND MEDICAL CORPORATION

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Company in accordance with the provisions of its Certificate of
Incorporation, as amended, there be, and hereby is, created out of the class of
5,000,000 shares of Preferred Stock of the Company authorized in Section 4.1 of
its Certificate of Incorporation, as amended, a series of Preferred Stock of the
Company with the following voting powers, designation, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions:

          1. Designation and Number of Shares.

          590,197 shares of Preferred Stock are hereby designated as Series A
     Convertible Preferred Stock, par value $0.01 per share (the "Series A
     Preferred Stock").

          2. Dividends.  The Series A Preferred Stock shall not bear any
     dividend.

          3. Redemption.  The Series A Preferred Stock shall not be redeemable.

          4. Liquidation.

          Upon any liquidation, dissolution or winding up of the Company,
     whether voluntary or involuntary ("Liquidation"), the holders of record of
     the shares of the Series A Preferred Stock shall be entitled to receive,
     before and in preference to any distribution or payment of assets of the
     Company or the proceeds thereof that may be made or set apart for the
     holders of Common Stock or any other security junior to the Series A
     Preferred Stock in respect of distributions upon Liquidation out of the
     assets of the Company legally available for distribution to its
     stockholders, an amount in cash equal to $4.50 per share (the "Stated
     Value") on the date fixed for distribution of assets of the Company (the
     "Liquidation Preference"). If, upon such Liquidation, the assets of the
     Company available for distribution to the holders of Series A Preferred
     Stock and any other series of Preferred Stock then outstanding ranking in
     parity with the Series A Preferred Stock upon Liquidation (the "Parity
     Stock") shall be insufficient to permit payment in full to the holders of
     the Series A Preferred Stock and the Parity Stock, then the entire assets
     and funds of the Company legally available for distribution to such holders
     shall be distributed ratably among the holders of the Series A Preferred
     Stock and the Parity Stock based upon the relative amounts that would have
     been payable to the holders of each series of Preferred Stock had there
     been sufficient assets and funds to make full payment of the respective
     amounts due to such holders. By way of illustration only, if 1,000,000
     shares of Series A Preferred Stock were issued and outstanding, and the
     Stated Value was $4.50 per share, the aggregate Liquidation Preference of
     such shares would be $4,500,000. If 1,000,000 shares of Parity Stock were
     also issued and outstanding at the same time, and the Stated Value was
     $2.00 per share, the aggregate Liquidation Preference of such shares would
     be $2,000,000. The Liquidation Preference of each of the two series of
     Preferred Stock would then be added together (i.e., $4,5000,000 plus
     $2,000,000 = $6,500,000) and the result would be divided into the
     Liquidation Preference of each of the two series of Preferred Stock to
     determine the relative percentage of the total assets and funds of the
     Company that would be the aggregate Liquidation Preference of each series.
     The aggregate Liquidation Preference of each series would then be divided
     by the number of issued and outstanding shares of such series in order to
     determine the per share Liquidation Preference. A merger or consolidation
     shall be considered a Liquidation unless the holders of the Series A
     Preferred Stock receive securities of the surviving corporation having
     rights substantially similar to the rights of the Series A Preferred Stock
     and the stockholders of the Company immediately prior to such transaction
     become the holders of at least a majority in interest of the voting
     securities of the surviving corporation

                                       E-1
<PAGE>   120

     immediately thereafter. Notwithstanding Section 7 hereof, such provision
     may be waived in writing by a majority in interest of the holders of the
     then outstanding shares of Series A Preferred Stock.

          5. Other Series of Preferred Stock.  The Company may issue, at any
     time and from time to time, without the consent of the holders of the
     Series A Preferred Stock, other series of Preferred Stock.

          6. Conversion Rights.

          Each holder of record of shares of the Series A Preferred Stock shall
     have the right to convert all or any part of such holder's shares of Series
     A Preferred Stock into Common Stock as follows:

             (A) Each share of the Series A Preferred Stock shall be
        convertible, at the option of the respective holders thereof, at any
        time after the date of issuance, at the office of any transfer agent for
        the Series A Preferred Stock, or if there is none, then at the office of
        the transfer agent for the Common Stock, or if there is no such transfer
        agent, at the principal executive office of the Company, into that
        number of shares of Common Stock of the Company equal to the Stated
        Value divided by the conversion price in effect at the time of
        conversion (the "Conversion Price"). The Conversion Price shall
        initially be $10.3034. The number of shares of Common Stock into which
        each share of Series A Preferred Stock is convertible is hereinafter
        collectively referred to as the "Conversion Rate."

             (B) During the three (3) year period commencing on March 1, 2001,
        if the then current market price of the Company's Common Stock (as
        determined in accordance with Paragraph 6(G)(ii) hereof) equals or
        exceeds $13.50, each share of Series A Preferred Stock then outstanding
        shall, at the option of the Company, upon giving twenty (20) days' prior
        written notice to each holder of record, by virtue of such condition,
        and without any action on the part of the holder thereof, be deemed
        automatically converted into that number of shares of Common Stock into
        which the Series A Preferred Stock would then be converted at the then
        effective Conversion Rate.

             (C) Before any holder of Series A Preferred Stock shall be entitled
        to convert the same into shares of Common Stock, such holder shall
        surrender the certificate or certificates therefor, duly endorsed, or
        accompanied by a duly executed stock power, at the office of the Company
        or of any transfer agent for the Series A Preferred Stock, and shall
        give written notice to the Company at its principal corporate office, of
        the election to convert the same. The Company shall, as soon as
        practicable thereafter, issue and deliver at such office to such holder
        of Series A Preferred Stock, a certificate or certificates for the
        number of shares of Common Stock to which such holder shall be entitled
        as aforesaid.

             (D) All shares of Common Stock that may be issued upon conversion
        of the Series A Preferred Stock will, upon issuance, be duly issued,
        fully paid and nonassessable, and free from all taxes, liens, and
        charges with respect to the issuance thereof. At all times that any
        shares of Series A Preferred Stock are issued and outstanding, the
        Company shall have authorized and shall have reserved for the purpose of
        issuance upon such conversion into Common Stock of all Series A
        Preferred Stock, a sufficient number of shares of Common Stock to
        provide for the conversion of all issued and outstanding shares of
        Series A Preferred Stock at the then effective Conversion Rate.

             (E) The Conversion Price shall be subject to adjustment from time
        to time as follows:

                (i) In case the Company shall (a) issue Common Stock as a
           dividend or distribution on any class of the capital stock of the
           Company, (b) split or otherwise subdivide its outstanding Common
           Stock, (c) combine the outstanding Common Stock into a smaller number
           of shares, or (d) issue by reclassification of its Common Stock
           (except in the case of a merger, consolidation or sale of all or
           substantially all of the assets of the Company as set forth in
           Paragraph 6(E)(ii) hereof) any shares of the capital stock of the
           Company, the Conversion Price in effect on the record date for any
           stock dividend or the effective date of any such other event shall be
           increased (or decreased in the case of a reverse stock split) so that
           the holder of each share of the Series A Preferred Stock shall
           thereafter be entitled to receive, upon the

                                       E-2
<PAGE>   121

           conversion of such share, the number of shares of Common Stock or
           other capital stock that it would own or be entitled to receive
           immediately after the happening of any of the events mentioned above
           had such share of the Series A Preferred Stock been converted
           immediately prior to the close of business on such record date or
           effective date. The adjustments herein provided shall become
           effective immediately following the record date for any such stock
           dividend or the effective date of any such other events. There shall
           be no reduction in the Conversion Price in the event that the Company
           pays a cash dividend.

                (ii) In case of any reclassification or similar change of
           outstanding shares of Common Stock of the Company, or in case of the
           consolidation or merger of the Company with another corporation, or
           the conveyance of all or substantially all of the assets of the
           Company in a transaction in which holders of the Common Stock receive
           shares of stock or other property, including cash, each share of the
           Series A Preferred Stock shall, after such event and subject to the
           other rights of the Series A Preferred Stock as set forth elsewhere
           herein, be convertible only into the number of shares of stock or
           other securities or property, including cash, to which a holder of
           the number of shares of Common Stock of the Company deliverable upon
           conversion of such shares of the Series A Preferred Stock would have
           been entitled to upon such reclassification, change, consolidation,
           merger or conveyance had such share been converted immediately prior
           to the effective date of such event.

                (iii) No adjustment in the Conversion Price or the number of
           shares of Common Stock into which a share of Series A Preferred Stock
           may be converted shall be required unless such adjustment (plus any
           adjustments not previously made by reason of this subparagraph (iii))
           would require an increase or decrease of at least 1 1/2% in the
           number of shares of Common Stock into which each share of the Series
           A Preferred Stock is then convertible; provided, however, that any
           adjustments that are not required to be made by reason of this
           subparagraph (iii) shall be carried forward and taken into account in
           any subsequent adjustment. All calculations and adjustments shall be
           made to the nearest cent or to the nearest 1/100th of a share, as the
           case may be.

                (iv) After each adjustment of the Conversion Price, the Company
           shall promptly prepare a certificate signed by its Chairman or Chief
           Financial Officer and a Secretary or Assistant Secretary setting
           forth the Conversion Price as so adjusted, the number of shares of
           Common Stock into which the Series A Preferred Stock may be
           converted, and a statement of the facts upon which such adjustment is
           based, and such certificate shall forthwith be filed with the
           transfer agent, if any, for the Series A Preferred Stock, and the
           Company shall cause a copy of such statement to be sent by ordinary
           first class mail to each holder of record of Series A Preferred
           Stock.

             (F) The Company shall at all times reserve and keep available, out
        of its authorized but unissued shares of Common Stock or out of shares
        of Common Stock held in its treasury, solely for the purpose of
        effecting the conversion of the shares of the Series A Preferred Stock,
        the full number of shares of Common Stock deliverable upon the
        conversion of all shares of the Series A Preferred Stock from time to
        time outstanding. The Company shall from time to time in accordance with
        Delaware law take all steps necessary to increase the authorized amount
        of its Common Stock if at any time the authorized number of shares of
        Common Stock remaining unissued shall not be sufficient to permit the
        conversion of all of the shares of the Series A Preferred Stock.

             (G) (i) No fractional shares or scrip representing fractional
        shares of Common Stock shall be issued upon the conversion of the Series
        A Preferred Stock. In lieu of any fractional shares to which a holder
        would otherwise be entitled, the Company shall pay cash, equal to such
        fraction multiplied by the then current market price per share of the
        Common Stock (as determined in accordance with the provisions of
        Paragraph 6(G)(ii) hereof) on the date of conversion.

             (ii) For the purposes of any computation under this Paragraph 6,
        the current market price per share of Common Stock on any date shall be
        deemed to be the average of the closing prices for the

                                       E-3
<PAGE>   122

        twenty (20) consecutive trading days commencing forty-five (45) business
        days before the day in question. The closing price for each day shall be
        the last reported sales price regular way, or, in case no sale takes
        place on such day, the average of the closing high bid and low asked
        prices regular way, in either case (a) as officially quoted on the
        principal United States market for the Common Stock, as determined by
        the Board of Directors of the Company, or b) if, in the reasonable
        judgment of the Board of Directors of the Company, there exists no
        principal United States market for the Common Stock, then as reasonably
        determined by the Board of Directors of the Company.

             (H) The Company will pay any taxes that may be payable with respect
        to any issuance or delivery of shares of Common Stock upon conversion of
        shares of the Series A Preferred Stock. However, the Company shall not
        be required to pay any tax that may be payable with respect to any
        transfer of any shares of the Series A Preferred Stock or any shares of
        Common Stock issued as a consequence of a conversion hereunder, and no
        such transfer shall be made unless and until the person requesting such
        transfer has paid to the Company the amount of any such tax, or has
        established, to the satisfaction of the Company, that such tax has been
        paid or that no such tax is payable.

             (I) The Company will not, by amendment of its Certificate of
        Incorporation, as amended, or through any reorganization,
        recapitalization, transfer of assets, consolidation, merger,
        dissolution, issuance or sale of securities or any other voluntary
        action, avoid or seek to avoid the observance or performance of any of
        the terms to be observed or performed hereunder by the Company, but will
        at all times in good faith assist in the carrying out of all the
        provisions of this Paragraph 6 and in the taking of all such action as
        may be necessary or appropriate in order to protect the conversion
        rights of the holders of the Series A Preferred Stock against
        impairment.

             (J) For purposes of this Paragraph 6, any and all conversions shall
        be deemed to have been made immediately prior to the close of business
        on the date of surrender of the shares of Series A Preferred Stock to be
        converted, and the former holder of such shares of Series A Preferred
        Stock, or such holder's designee, shall be treated for all purposes as
        the record holder or holders of such shares of Common Stock as of such
        date.

          7. Voting Rights.  The holders of the Series A Preferred Stock shall
     have no right to vote for any purpose, except as specifically required by
     the General Corporation Law of the State of Delaware and except as follows:

             (A) So long as any shares of the Series A Preferred Stock remain
        outstanding, the affirmative vote of the holders of a majority of the
        then outstanding shares of Series A Preferred Stock, voting as one class
        together with any other series of the Company's Preferred Stock then
        entitled to vote on such matter, regardless of series, either expressed
        in writing or at a meeting called for that purpose, shall be necessary
        to repeal, amend or otherwise change this Certificate of Designation,
        Preferences and Rights or the Certificate of Incorporation of the
        Company in a manner which would alter or change the powers, preferences
        or rights of the Series A Preferred Stock so as to adversely affect the
        Series A Preferred Stock. However, in case the Series A Preferred Stock
        would be affected by any action referred to in this Paragraph 7(A) in a
        different manner than any other series of Preferred Stock then
        outstanding, the holders of the shares of the Series A Preferred Stock
        shall be entitled to vote as a single and separate class, and the
        Company shall not take such action without the affirmative vote, as
        above provided, of at least a majority of the total number of shares of
        the Series A Preferred Stock then outstanding, in addition to or as a
        specific part of the consent or affirmative vote hereinabove otherwise
        required.

             (B) Each share of the Series A Preferred Stock shall entitle the
        holder thereof to one vote on all matters to be voted on by the holders
        of the Series A Preferred Stock, as set forth above. However, if the
        Series A Preferred Stock is entitled to vote together with the holders
        of Common Stock as one class, then each share of Series A Preferred
        Stock shall entitle the holder thereof to the number of votes per share
        that equals the number of whole shares of Common Stock into which

                                       E-4
<PAGE>   123

        each such share of Series A Preferred Stock is then convertible,
        calculated to the nearest whole share.

        8. Miscellaneous.

             (A) All shares of the Series A Preferred Stock purchased or
        otherwise acquired by the Company or surrendered to it for conversion
        into Common Stock as provided above shall be cancelled and shall be
        restored to the status of authorized but unissued Preferred Stock of the
        Company.

             (B) There shall be no sinking fund with respect to the Series A
        Preferred Stock.

             (C) The shares of the Series A Preferred Stock shall not have any
        preferences, voting powers or relative, participating, optional,
        preemptive or other special rights except as set forth above in this
        Certificate of Designation, Preferences and Rights and in the
        Certificate of Incorporation of the Company, as amended.

             (D) The holders of record of shares of the Series A Preferred Stock
        shall be entitled to receive all communications sent by the Company to
        the holders of the Common Stock, sent by regular U.S. mail to such
        holder's address as set forth in the records of the registrar for the
        Series A Preferred Stock.

     IN WITNESS WHEREOF, Ampersand Medical Corporation. has caused this
Certificate to be signed by Peter P. Gombrich, its Chairman of the Board and
Chief Executive Officer, on February 7, 2001, and such person hereby affirms
under penalty of perjury that this Certificate is the act and deed of Ampersand
Medical Corporation and that the facts stated herein are true and correct.

                                          AMPERSAND MEDICAL CORPORATION

                                          By:
                                            ------------------------------------
                                            Peter P. Gombrich,
                                            Chairman of the Board
                                            and Chief Executive Officer

                                       E-5
<PAGE>   124

                                                                       EXHIBIT F

     ACMI Expenses Feb-May plus use of AMPM provided funds. Funds for payment of
termination of Gypsy Hill, LLC contract are contemplated to be paid out of
Monogen Funds.

<Table>
<Caption>
                                                   FEB       MAR      APRIL      MAY      TOTAL
                                                   ---       ---      -----      ---      -----
<S>                                              <C>       <C>       <C>       <C>       <C>
Salaries.......................................   59,160    51,800    43,056    43,056   197,072
Payroll taxes and benefits.....................    8,992     8,992     7,474     7,474    32,932
Salaries-contract..............................   31,428    23,928    21,428    21,428    98,212
Franchise taxes................................   63,000         0         0         0    63,000
Outside services...............................    1,474     1,474     7,058     1,474    10,006
Accounting fees................................        0    25,000         0         0    25,000
Consulting fees................................   15,600    13,200    12,000    12,000    52,800
Legal fees.....................................   35,000    28,000    28,000    25,000   116,000
Rent-building..................................   14,000    14,000    14,000    14,000    56,000
Rent-other.....................................    2,168     2,168     2,168     2,168     8,672
Meal & entertainment...........................      325       325       325       325     1,300
Travel.........................................    6,000     6,000     6,000     6,000    24,000
Seminars/training..............................      225       225       225       225       900
Board of directors.............................      250       250       250       250     1,000
Supplies.......................................    1,000     1,000     1,000     1,000     4,000
Telephone......................................    4,000     3,000     2,000     1,000    10,000
Utilities......................................    1,940     1,900     1,750     1,750     7,340
Misc...........................................    1,500     1,500     1,500     1,500     6,000
Maintenance....................................      218       218       218       218       872
Postage and messenger..........................      950       500       400       300     2,150
Transfer agent.................................    1,510     1,510     1,510     1,510     6,040
Investor relations.............................    3,000     1,500     1,500     1,500     7,500
Insurance......................................    9,214     9,214     9,214     9,214    36,856
Bank and ADP charges...........................      775       775       775       775     3,100
R&D............................................    1,500       100       100       100     1,800
Oncometrics....................................    9,033     9,033     9,033     9,033    36,132
Other..........................................      235       235       235       235       940
Total..........................................  272,497   205,847   171,219   161,535   811,098
</Table>

USE OF PROCEEDS

     Assume above on cash basis, thus conservative as 30-45 day lag for
approximately 50% of above Monogen payments on 2/28 & 3/31 will pay for
termination expenses plus bonus add to above payments on payables:

<Table>
<S>                                              <C>       <C>       <C>       <C>       <C>
Lumber Company.................................             25,000
WED............................................             20,000
Xillix.........................................   15,000    15,000    15,000    15,000
Sidley Austin..................................    5,000     5,000     5,000     5,000
KPMG...........................................   10,000               5,000     5,000
Total A/P......................................   30,000    65,000    25,000    25,000
cash needed....................................  302,497   270,847   196,219   186,535   956,098
cash provided..................................  500,000   225,000   225,000   225,000
cash balance...................................  197,503   151,656   180,437   218,902
</Table>

                                       F-1
<PAGE>   125

                                AMENDMENT NO. 1
                                       TO
                          AGREEMENT AND PLAN OF MERGER
                                  BY AND AMONG
                          ACCUMED INTERNATIONAL, INC.,
                           ACCUMED ACQUISITION CORP.
                                      AND
                         AMPERSAND MEDICAL CORPORATION

     THIS AMENDMENT NO. 1 is made and entered into as of the 10th day of May,
2001, by and among AccuMed International, Inc., a Delaware corporation
("AccuMed"), AccuMed Acquisition Corp., a Delaware corporation ("Acquisition
Sub"), and Ampersand Medical Corporation ("Ampersand").

                                  WITNESSETH:

     WHEREAS, the parties hereto have heretofore entered into that certain
Agreement and Plan of Merger dated as of February 7, 2001 (the "Merger
Agreement"), pursuant to which AccuMed will be merged with and into Acquisition
Sub and thereby become a wholly-owned subsidiary of Ampersand; and

     WHEREAS, the parties hereto have determined that it would be in their
respective best interests to modify and amend certain terms and provisions of
the Merger Agreement, and the directors of each of the parties hereto have
unanimously approved such modifications and amendments and directed the
respective officers of the parties to give effect to such changes;

     NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Closing Date; Termination Date.

     (a) The last sentence of Section 1.11 of the Merger Agreement is hereby
amended to change the date set forth therein from "May 31, 2001" to "July 31,
2001."

     (b) The tenth and thirteenth lines of Section 4.4 (a)(iii), the eighth,
ninth, eighteenth and nineteenth lines of Section 4.4(a)(iv), the second line of
Section 4.4(a)(v), and the fourth line of Section 5.5, of the Merger Agreement
are each hereby amended to change the dates set forth therein from "May 31,
2001" to "July 31, 2001."

     (c) In the event that the Registration Statement has not become effective
on or prior to June 17, 2001, then all references in the Merger Agreement to
"July 31, 2001" shall automatically, without further action by the parties
hereto, be amended to "September 30, 2001," such amendment to become effective
as of June 17, 2001.

     2. Ampersand Loan Obligations.  The first sentence of Section 1.12(b) of
the Merger Agreement is hereby deleted in its entirety and replaced by the
following:

          "Ampersand and AccuMed also hereby agree that if by February 28, 2001
     the Merger and the transactions contemplated hereby have not been
     consummated, then Ampersand shall loan additional monies (the "Additional
     Loans") to AccuMed as and when needed by AccuMed for use in its ordinary
     and usual business operations on the same terms and conditions as the Full
     Loan, except that:

             (i) simultaneously with the making of each Additional Loan, the
        collateral securing the Full Loan under the Security Agreement shall be
        increased in accordance with the terms of the Security Agreement in
        order to secure such Additional Loan as well, and AccuMed shall issue
        and deliver to Ampersand a new promissory note, substantially in the
        form of the Replacement Note, evidencing such Additional Loan;
<PAGE>   126

             (ii) such Additional Loans shall be made on the first day of each
        month through and including the month in which the Merger and the
        transactions contemplated hereby are consummated or the month in which
        this Agreement is terminated in accordance with the provisions hereof,
        whichever comes first;

             (iii) the Additional Loans to be made on March 1, 2001 and April 1,
        2001 shall be made automatically, without any request therefor being
        necessary, and each shall be in the amount of Two Hundred Twenty-Five
        Thousand Dollars ($225,000);

             (iv) the Additional Loan to be made on May 1, 2001 shall be made
        automatically, without any request therefor being necessary, and shall
        be in the amount of One Hundred Fifty Thousand Dollars ($150,000);

             (v) the Additional Loans to be made on June 1, 2001 and the first
        day of each month thereafter until the Merger closes or the Merger
        Agreement is terminated, shall be made automatically, without any
        request therefor being necessary, in the amount of One Hundred Thousand
        Dollars ($100,000); provided, however, that upon the written request of
        AccuMed, delivered to Ampersand in accordance with the provisions hereof
        no less than two (2) business days prior to the last day of the month
        immediately preceding the scheduled payment date of the Additional Loan,
        each such Additional Loan shall have added to it such amount as AccuMed
        shall request in the aforesaid notice, so long as: (1) the total amount
        of the Additional Loan made on the relevant date does not exceed Two
        Hundred Twenty-Five Thousand Dollars ($225,000), and (2) said notice
        sets forth the specific business uses to which such added amount shall
        be put, which uses shall be reasonably satisfactory to Ampersand in
        order to obligate Ampersand to loan such added amount to AccuMed
        hereunder; and

             (vi) prior to the making of each Additional Loan, AccuMed and
        Ampersand shall identify on a schedule or schedules to be attached to
        the Security Agreement sufficient additional collateral to secure such
        Additional Loans in accordance with the terms and conditions of the
        Security Agreement."

     3. Defined Terms.  All capitalized terms not defined herein shall have the
meanings ascribed to them in the Merger Agreement.

     4. Continuing Effect of Original Agreement; Effective Date of
Changes.  Except for the modifications and amendments specifically set forth
herein, the Merger Agreement shall continue in full force and effect as
originally written. Subject to the provisions of Section 1(c) of this Amendment,
the modifications and amendments set forth herein shall become immediately
effective as of the date first hereinabove set forth.

     5. Governing Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois, without taking into account
any provisions regarding choice of law.

                                        2
<PAGE>   127

     IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed on its behalf by its duly authorized officer as of the date first
hereinabove set forth.

<Table>
<S>                                                  <C>

            ACCUMED INTERNATIONAL, INC                              AMPERSAND CORPORATION
             By: /s/ PAUL F. LAVALLEE                             By: /s/ PETER P. GOMBRICH
  ----------------------------------------------       ----------------------------------------------
                 Paul F. Lavallee,                                   Peter P. Gombrich,
             Chairman of the Board and                            Chairman of the Board and
              Chief Executive Officer                              Chief Executive Officer

                                                                  ACCUMED ACQUISITION CORP
                                                                  By: /s/ PETER P. GOMBRICH
                                                       ----------------------------------------------
                                                                     Peter P. Gombrich,
                                                                          President
</Table>

                                        3
<PAGE>   128

                                AMENDMENT NO. 2
                                       TO
                          AGREEMENT AND PLAN OF MERGER
                                  BY AND AMONG
                          ACCUMED INTERNATIONAL, INC.,
                           ACCUMED ACQUISITION CORP.
                                      AND
                         AMPERSAND MEDICAL CORPORATION

     THIS AMENDMENT NO. 2 is made and entered into as of the 13th day of August,
2001, by and among AccuMed International, Inc., a Delaware corporation
("AccuMed"), AccuMed Acquisition Corp., a Delaware corporation ("Acquisition
Sub"), and Ampersand Medical Corporation ("Ampersand").

                                  WITNESSETH:

     WHEREAS, the parties hereto have heretofore entered into that certain
Agreement and Plan of Merger, dated as of February 7, 2001, and amended as of
May 10, 2001 (the "Merger Agreement"), pursuant to which AccuMed will be merged
with and into Acquisition Sub and thereby become a wholly-owned subsidiary of
Ampersand; and

     WHEREAS, the parties hereto have determined that it would be in their
respective best interests to further modify and amend certain terms and
provisions of the Merger Agreement, and the directors of each of the parties
hereto have unanimously approved such modifications and amendments and directed
the respective officers of the parties to give effect to such changes;

     NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Stockholder Approvals. (a) The last sentence of Section 1.7(a) of the
Merger Agreement is hereby deleted in its entirety and replaced by the
following:

    "The affirmative vote of the holders of a majority-in-interest of the
    outstanding shares of each class of capital stock entitled to vote on such
    matter as a separate class pursuant to the provisions of AccuMed's
    Certificate of Incorporation or the DGCL, or by agreement among Ampersand
    and any of its stockholders, shall be required for such adoption."

          (b) The next to last sentence of Section 2.2(a) of the Merger
     Agreement is hereby deleted in its entirety and replaced by the following:

          "Only the holders of its common stock have the right to vote at
     meetings of its stockholders on matters to be voted on thereat, except that
     pursuant to the Certificate of Designation, Preferences and Rights
     establishing the terms of the AccuMed Preferred Stock, the holders of
     shares of AccuMed Preferred Stock possess the right to vote on certain
     matters affecting the rights of such holders, and by agreement among
     AccuMed and the current holders of the issued and outstanding shares of
     AccuMed Preferred Stock, the latter holders have the right to vote, as a
     separate class, with respect to the adoption of this Agreement."

     2. Defined Terms. All capitalized terms not defined herein shall have the
meanings ascribed to them in the Merger Agreement.

     3. Continuing Effect of Original Agreement; Effective Date of
Changes. Except for the modifications and amendments specifically set forth
herein, the Merger Agreement, as previously amended, shall continue in full
force and effect as heretofore written. Furthermore, the modifications and
amendments set forth herein shall become immediately effective as of the date
first hereinabove set forth.

     4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois, without taking into account
any provisions regarding choice of law.
<PAGE>   129

     IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed on its behalf by its duly authorized officer as of the date first
hereinabove set forth.

<Table>
<S>                                           <C>

        ACCUMED INTERNATIONAL, INC.                        AMPERSAND MEDICAL CORPORATION
          By: /s/ PAUL F. LAVALLEE                           By: /s/ PETER P. GOMBRICH
--------------------------------------------    ----------------------------------------------------
             Paul F. Lavallee,                                   Peter P. Gombrich,
 Chairman of the Board and Chief Executive       Chairman of the Board and Chief Executive Officer
                  Officer

                                                             ACCUMED ACQUISITION CORP.
                                                             By: /s/ PETER P. GOMBRICH
                                                ----------------------------------------------------
                                                            Peter P. Gombrich, President
</Table>

                                        2
<PAGE>   130

                                                                     APPENDIX II

              SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

(a) Any stockholder of a corporation of this State who holds shares of stock on
    the date of the making of a demand pursuant to subsection (d) of this
    section with respect to such shares, who continuously holds such shares
    through the effective date of the merger or consolidation, who has otherwise
    complied with subsection (d) of this section and who has neither voted in
    favor of the merger or consolidation nor consented thereto in writing
    pursuant to sec.228 of this title shall be entitled to an appraisal by the
    Court of Chancery of the fair value of the stockholder's shares of stock
    under the circumstances described in subsections (b) and (c) of this
    section. As used in this section, the word "stockholder" means a holder of
    record of stock in a stock corporation and also a member of record of a
    nonstock corporation; the words "stock" and "share" mean and include what is
    ordinarily meant by those words and also membership or membership interest
    of a member of a nonstock corporation; and the words "depository receipt"
    mean a receipt or other instrument issued by a depository representing an
    interest in one or more shares, or fractions thereof, solely of stock of a
    corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of
    stock of a constituent corporation in a merger or consolidation to be
    effected pursuant to sec.251 (other than a merger effected pursuant to
    sec.251(g) of this title), sec.252, sec.254, sec.257, sec.258, sec.263 or
    sec.264 of this title:

        (1) Provided, however, that no appraisal rights under this section shall
   be available for the shares of any class or series of stock, which stock, or
   depository receipts in respect thereof, at the record date fixed to determine
   the stockholders entitled to receive a notice of and to vote at the meeting
   of stockholders to act upon the agreement of merger or consolidation, were
   either (i) listed on a national securities exchange or designated as a
   national market system security on an interdealer quotation system by the
   National Association of Securities Dealers, Inc. or (ii) held of record by
   more than 2,000 holders; and further provided that no appraisal rights shall
   be available for any shares of stock of the constituent corporation surviving
   a merger if the merger did not require for its approval the vote of the
   stockholders of the surviving corporation as provided in subsection (f) of
   sec.251 of this title.

        (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
   under this section shall be available for the shares of any class or series
   of stock of a constituent corporation if the holders thereof are required by
   the terms of an agreement of merger or consolidation pursuant to sec.sec.251,
   252, 254, 257, 258, 263 and 264 of this title to accept for such stock
   anything except:

            a.   Shares of stock of the corporation surviving or resulting from
       such merger or consolidation, or depository receipts in respect thereof;

            b.   Shares of stock of any other corporation, or depository
       receipts in respect thereof, which shares of stock (or depository
       receipts in respect thereof) or depository receipts at the effective date
       of the merger or consolidation will be either listed on a national
       securities exchange or designated as a national market system security on
       an interdealer quotation system by the National Association of Securities
       Dealers, Inc. or held of record by more than 2,000 holders;

            c.   Cash in lieu of fractional shares or fractional depository
       receipts described in the foregoing subparagraphs a. and b of this
       paragraph; or

            d.   Any combination of the shares of stock, depository receipts and
       cash in lieu of fractional shares or fractional depository receipts
       described in the foregoing subparagraphs a., b. and c. of this paragraph.

        (3) In the event all of the stock of a subsidiary Delaware corporation
   party to a merger effected under sec.253 of this title is not owned by the
   parent corporation immediately prior to the merger, appraisal rights shall be
   available for the shares of the subsidiary Delaware corporation.
<PAGE>   131

(c) Any corporation may provide in its certificate of incorporation that
    appraisal rights under this section shall be available for the shares of any
    class or series of its stock as a result of an amendment to its certificate
    of incorporation, any merger or consolidation in which the corporation is a
    constituent corporation or the sale of all or substantially all of the
    assets of the corporation. If the certificate of incorporation contains such
    a provision, the procedures of this section, including those set forth in
    subsections (d) and (e) of this section, shall apply as nearly as is
    practicable.

(d) Appraisal rights shall be perfected as follows:

        (1)    If a proposed merger or consolidation for which appraisal rights
   are provided under this section is to be submitted for approval at a meeting
   of stockholders, the corporation, not less than 20 days prior to the meeting,
   shall notify each of its stockholders who was such on the record date for
   such meeting with respect to shares for which appraisal rights are available
   pursuant to subsection (b) or (c) hereof that appraisal rights are available
   for any or all of the shares of the constituent corporations, and shall
   include in such notice a copy of this section. Each stockholder electing to
   demand the appraisal of such stockholder's shares shall deliver to the
   corporation, before the taking of the vote on the merger or consolidation, a
   written demand for appraisal of such stockholder's shares. Such demand will
   be sufficient if it reasonably informs the corporation of the identity of the
   stockholder and that the stockholder intends thereby to demand the appraisal
   of such stockholder's shares. A proxy or vote against the merger or
   consolidation shall not constitute such a demand. A stockholder electing to
   take such action must do so by a separate written demand as herein provided.
   Within 10 days after the effective date of such merger or consolidation, the
   surviving or resulting corporation shall notify each stockholder of each
   constituent corporation who has complied with this subsection and has not
   voted in favor of or consented to the merger or consolidation of the date
   that the merger or consolidation has become effective; or

        (2)   If the merger or consolidation was approved pursuant to sec.228 or
   sec.253 of this title, each constituent corporation, either before the
   effective date of the merger or consolidation or within ten days thereafter,
   shall notify each of the holders of any class or series of stock of such
   constituent corporation who are entitled to appraisal rights of the approval
   of the merger or consolidation and that appraisal rights are available for
   any or all shares of such class or series of stock of such constituent
   corporation, and shall include in such notice a copy of this section;
   provided that, if the notice is given on or after the effective date of the
   merger or consolidation, such notice shall be given by the surviving or
   resulting corporation to all such holders of any class or series of stock of
   a constituent corporation that are entitled to appraisal rights. Such notice
   may, and, if given on or after the effective date of the merger or
   consolidation, shall, also notify such stockholders of the effective date of
   the merger or consolidation. Any stockholder entitled to appraisal rights
   may, within 20 days after the date of mailing of such notice, demand in
   writing from the surviving or resulting corporation the appraisal of such
   holder's shares. Such demand will be sufficient if it reasonably informs the
   corporation of the identity of the stockholder and that the stockholder
   intends thereby to demand the appraisal of such holder's shares. If such
   notice did not notify stockholders of the effective date of the merger or
   consolidation, either (i) each such constituent corporation shall send a
   second notice before the effective date of the merger or consolidation
   notifying each of the holders of any class or series of stock of such
   constituent corporation that are entitled to appraisal rights of the
   effective date of the merger or consolidation or (ii) the surviving or
   resulting corporation shall send such a second notice to all such holders on
   or within 10 days after such effective date; provided, however, that if such
   second notice is sent more than 20 days following the sending of the first
   notice, such second notice need only be sent to each stockholder who is
   entitled to appraisal rights and who has demanded appraisal of such holder's
   shares in accordance with this subsection. An affidavit of the secretary or
   assistant secretary or of the transfer agent of the corporation that is
   required to give either notice that such notice has been given shall, in the
   absence of fraud, be prima facie evidence of the facts stated therein. For
   purposes of determining the stockholders entitled to receive either notice,
   each constituent corporation may fix, in advance, a record date that shall be
   not more than 10 days prior to the date the notice is given, provided, that
   if the notice is given on or after the effective date of the merger or
   consolidation, the record date shall be such effective date. If no record
   date is fixed and the notice is given prior to the effective date, the record
   date shall be the close of business on the day next preceding the day on
   which the notice is given.

                                        2
<PAGE>   132

(e) Within 120 days after the effective date of the merger or consolidation, the
    surviving or resulting corporation or any stockholder who has complied with
    subsections (a) and (d) hereof and who is otherwise entitled to appraisal
    rights, may file a petition in the Court of Chancery demanding a
    determination of the value of the stock of all such stockholders.
    Notwithstanding the foregoing, at any time within 60 days after the
    effective date of the merger or consolidation, any stockholder shall have
    the right to withdraw such stockholder's demand for appraisal and to accept
    the terms offered upon the merger or consolidation. Within 120 days after
    the effective date of the merger or consolidation, any stockholder who has
    complied with the requirements of subsections (a) and (d) hereof, upon
    written request, shall be entitled to receive from the corporation surviving
    the merger or resulting from the consolidation a statement setting forth the
    aggregate number of shares not voted in favor of the merger or consolidation
    and with respect to which demands for appraisal have been received and the
    aggregate number of holders of such shares. Such written statement shall be
    mailed to the stockholder within 10 days after such stockholder's written
    request for such a statement is received by the surviving or resulting
    corporation or within 10 days after expiration of the period for delivery of
    demands for appraisal under subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
    thereof shall be made upon the surviving or resulting corporation, which
    shall within 20 days after such service file in the office of the Register
    in Chancery in which the petition was filed a duly verified list containing
    the names and addresses of all stockholders who have demanded payment for
    their shares and with whom agreements as to the value of their shares have
    not been reached by the surviving or resulting corporation. If the petition
    shall be filed by the surviving or resulting corporation, the petition shall
    be accompanied by such a duly verified list. The Register in Chancery, if so
    ordered by the Court, shall give notice of the time and place fixed for the
    hearing of such petition by registered or certified mail to the surviving or
    resulting corporation and to the stockholders shown on the list at the
    addresses therein stated. Such notice shall also be given by one or more
    publications at least one week before the day of the hearing, in a newspaper
    of general circulation published in the City of Wilmington, Delaware or such
    publication as the Court deems advisable. The forms of the notices by mail
    and by publication shall be approved by the Court, and the costs thereof
    shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders
    who have complied with this section and who have become entitled to
    appraisal rights. The Court may require the stockholders who have demanded
    an appraisal for their shares and who hold stock represented by certificates
    to submit their certificates of stock to the Register in Chancery for
    notation thereon of the pendency of the appraisal proceedings; and if any
    stockholder fails to comply with such direction, the Court may dismiss the
    proceedings as to such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court shall
    appraise the shares, determining their fair value exclusive of any element
    of value arising from the accomplishment or expectation of the merger or
    consolidation, together with a fair rate of interest, if any, to be paid
    upon the amount determined to be the fair value. In determining such fair
    value, the Court shall take into account all relevant factors. In
    determining the fair rate of interest, the Court may consider all relevant
    factors, including the rate of interest which the surviving or resulting
    corporation would have had to pay to borrow money during the pendency of the
    proceeding. Upon application by the surviving or resulting corporation or by
    any stockholder entitled to participate in the appraisal proceeding, the
    Court may, in its discretion, permit discovery or other pretrial proceedings
    and may proceed to trial upon the appraisal prior to the final determination
    of the stockholder entitled to an appraisal. Any stockholder whose name
    appears on the list filed by the surviving or resulting corporation pursuant
    to subsection (f) of this section and who has submitted such stockholder's
    certificates of stock to the Register in Chancery, if such is required, may
    participate fully in all proceedings until it is finally determined that
    such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together
    with interest, if any, by the surviving or resulting corporation to the
    stockholders entitled thereto. Interest may be simple or compound, as the
    Court may direct. Payment shall be so made to each such stockholder, in the
    case of
                                        3
<PAGE>   133

holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
    other decrees in the Court of Chancery may be enforced, whether such
    surviving or resulting corporation be a corporation of this State or of any
    state.

(j) The costs of the proceeding may be determined by the Court and taxed upon
    the parties as the Court deems equitable in the circumstances. Upon
    application of a stockholder, the Court may order all or a portion of the
    expenses incurred by any stockholder in connection with the appraisal
    proceeding, including, without limitation, reasonable attorney's fees and
    the fees and expenses of experts, to be charged pro rata against the value
    of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no
    stockholder who has demanded appraisal rights as provided in subsection (d)
    of this section shall be entitled to vote such stock for any purpose or to
    receive payment of dividends or other distributions on the stock (except
    dividends or other distributions payable to stockholders of record at a date
    which is prior to the effective date of the merger or consolidation);
    provided, however, that if no petition for an appraisal shall be filed
    within the time provided in subsection (e) of this section, or if such
    stockholder shall deliver to the surviving or resulting corporation a
    written withdrawal of such stockholder's demand for an appraisal and an
    acceptance of the merger or consolidation, either within 60 days after the
    effective date of the merger or consolidation as provided in subsection (e)
    of this section or thereafter with the written approval of the corporation,
    then the right of such stockholder to an appraisal shall cease.
    Notwithstanding the foregoing, no appraisal proceeding in the Court of
    Chancery shall be dismissed as to any stockholder without the approval of
    the Court, and such approval may be conditioned upon such terms as the Court
    deems just.

(l) The shares of the surviving or resulting corporation to which the shares of
    such objecting stockholders would have been converted had they assented to
    the merger or consolidation shall have the status of authorized and unissued
    shares of the surviving or resulting corporation.

                                        4
<PAGE>   134



                                                                    Exhibit 99.2



                           ACCUMED INTERNATIONAL, INC.
                        920 N. FRANKLIN STREET, SUITE 402
                             CHICAGO, ILLINOIS 60610


                             FOR THE SPECIAL MEETING
                OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 14, 2001

           The undersigned hereby appoints Paul F. Lavallee and Dennis Broussard
and each of them Proxies, each with full power of substitution of vote, acting
unanimously if both are present and voting, or if only one is present and
voting, then that one, with respect to all of the stock of the undersigned at
the Special Meeting of Stockholders of AccuMed International, Inc. to be held on
September 14, 2001 at 11 a.m. (Chicago time) at AccuMed's offices located at 920
North Franklin Street, Suite 402, Chicago, Illinois and at any adjournments
thereof, in the manner indicated and in their discretion on any other business
which may properly come before said meeting, all in accordance with and as more
fully described in the Notice and accompanying Proxy Statement for said meeting,
receipt of which is hereby acknowledged. THE SHARES REPRESENTED BY THIS PROXY
SHALL BE VOTED AS SPECIFIED BELOW. IF NO SPECIFICATION IS MADE, THIS PROXY WILL
BE VOTED FOR APPROVAL OF EACH OF THE PROPOSALS LISTED ON THE REVERSE SIDE,
INCLUDING APPROVAL OF THE MERGER AGREEMENT AND THE MERGER.
<PAGE>   135
[X] Please mark your Votes as in this example.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.

IF NO SPECIFICATION IS MADE THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS
DESCRIBED BELOW.

1. To approve the Agreement and Plan of Merger
   among AccuMed, AccuMed Acquisition Corp. and
   Ampersand Medical Corporation, dated as of
   February 7, 2001, as amended, and the merger
   contemplated thereby in which AccuMed will
   become a wholly-owned subsidiary of Ampersand.

   [  ]          [  ]          [  ]

2. In their discretion, the proxy holders are
   authorized to vote upon such other
   business as may properly come before
   the meeting or any adjournments thereof.
   and with respect to which the undersigned
   shall have the right to vote.

SIGNATURE(S)__________________ DATE _____________________, 2001. Please sign
exactly as name appears hereon. Please date, sign and return the Proxy promptly
in the enclosed envelope. When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If the signature is for a
corporation, please sign full corporate name by authorized officer. If the
shares are registered in more than one name all holders must sign.







</TEXT>
</DOCUMENT>
</SUBMISSION>
