1



                                                                     Exhibit 3.3



                   SECTION 6 OF ARTICLE VIII OF THE BY-LAWS OF
                         AMPERSAND MEDICAL CORPORATION,
                                   AS AMENDED

         "SECTION 6 INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

         (a) Nature of Indemnity. Each person who was or is made a party or is
threatened to be made a party to any pending or existing action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is or was a director or officer, of the Corporation or is or
was serving at the request of the Corporation as a director or officer or
another corporation or of a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless by the Corporation to the
fullest extent which it is empowered to do so by the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment) against all
expense, liability and loss (including attorneys' fees actually and reasonably
incurred by such person in connection with such proceeding) and such
indemnification shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in subsection (b)
hereof, the Corporation shall indemnify (1) any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the board of directors of the Corporation, and
(2) only amounts paid in settlement in connection with such proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and with respect to
any criminal proceeding, had no reasonable cause to believe the person's conduct
was unlawful. The termination of any proceeding by judgment, order, settlement
or its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the Corporation, and with
respect to any criminal proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         (b) Procedure for Indemnification. Any indemnification of a director or
officer of the Corporation under Subsection (a) of this Section or advance of
expenses under Subsection (e) of this Section shall be made promptly, and in any
event within 30 days, upon the written request of the director or officer. If a
determination by the Corporation that the director or officer is entitled to
indemnification pursuant to this Section is required, and the Corporation fails
to respond within sixty days to a written request for indemnification or
advancing of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within 30 days, the right to indemnification or
advances as granted by this Section shall be enforceable by the director or
officer in any court of competent jurisdiction. Such person's costs and expenses
incurred in connection with successfully establishing his or her right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the General Corporation Law
of the State of Delaware for the Corporation to indemnify the claimant for the
amount claimed, but the burden of such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its board of directors,
independent legal counsel, or its stockholders) that the claimant has not met
such


   2
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

         (c) Section Not Exclusive. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the certificate of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

         (d) Insurance. The Corporation may purchase and maintain insurance on
its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the Corporation or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under this Section.

         (e) Expenses. Expenses incurred by an officer or director in defending
a proceeding may be paid by the Corporation in advance of such proceeding's
final disposition upon receipt of an undertaking by or on behalf of the director
or officer to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the Corporation. Such expenses incurred
by former directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors deems
appropriate.

         (f) Employees and Agents. Persons who are not covered by the foregoing
provisions of this Section and who are or were employees or agents of the
Corporation, or who are or were serving at the request of the Corporation as
employees or agents of another corporation, partnership, joint venture, trust or
other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the board of directors.

         (g) Contract Rights. The provisions of this Section shall be deemed to
be a contract right between the Corporation and each director or officer who
serves in any such capacity at anytime while this Section and the relevant
provisions of the General Corporation Law of the State of Delaware or other
applicable law are in effect, and any repeal or modification of this Section or
any such law shall not affect any rights or obligations then existing with
respect to any state of facts or proceeding then existing.

         (h) Merger or Consolidation. For purposes of this Section, references
to "the Corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Section with respect to
the resulting or surviving corporation as he or she would have with respect to
such constituent corporation if its separate existence had continued."

                                        2