EXHIBIT 3.11

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

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         Certificate of Designation
         (Pursuant to NRS 78.1955)
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                           Certificate of Designation
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                         For Nevada Profit Corporations
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                            (Pursuant to NRS 78.1955)


         1.       Name of corporation:

                  SECURECARE TECHNOLOGIES, INC.

         2.       By resolution of the board of directors pursuant to a
provision in the articles of incorporation, this certificate establishes the
following regarding the voting powers, designations, preferences, limitations,
restrictions and relative rights of the following class of series of stock:

         A.       Designation and Number.
                  ----------------------

         One Million Four Hundred Thousand (1,400,000) of the Fifteen Million
(15,000,000) authorized shares of Preferred Stock of the Corporation shall be
designated Series C Contingently Mandatorially Convertible Preferred Stock (the
"Series C Preferred Stock") and shall possess the rights and privileges set
forth below.

         B.       Par Value Stated Value, Purpose of Issuance and Certificates.
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         Each share of Series C Preferred Stock shall have a par value of $.001,
and a no stated value. Certificates representing the shares of Series C
Preferred Stock shall be issued by the Corporation to the purchasers thereof as
promptly as is practicable.

         C.       No Dividends.
                  ------------

         The shares of Series C Preferred Stock shall not be entitled to receive
any dividends. However, in the event that the Corporation declares a dividend to
the holders of its Common Stock, par value $.001 per share, then each share of
Series C Preferred Stock shall be entitled to receive a dividend per share 200
times that payable to the holders of each share of the Common Stock.


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         D.       Liquidation Preference.
                  ----------------------

         In the event of any liquidation, dissolution or winding-up of the
Corporation, either voluntary or involuntary (a "Liquidation"), the holders of
shares of the Company's Series A Preferred Stock (the "Series A Preferred
Stock"), the Series B Preferred Stock (the "Series B Preferred Stock") and the
Series B New Preferred Stock (the "Series B New Preferred Stock") then issued
and outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its shareholders on a pari passu
basis, whether from capital, surplus or earnings, before any payment shall be
made to the holders of shares of Common Stock or upon any other series of
Preferred Stock of the Corporation junior to the Series A Preferred Stock, the
Series B Preferred Stock and the Series B New Preferred Stock, an amount per
share equal to the Stated Value. If, upon any Liquidation of the Corporation,
the assets of the Corporation available for distribution to its shareholders
shall be insufficient to pay the holders of shares of the Series A Preferred
Stock, the Series B Preferred Stock and the Series B New Preferred Stock and the
holders of any other series of Preferred Stock with a liquidation preference
equal to the liquidation preference of the Series A Preferred Stock, the Series
B Preferred Stock and the Series B New Preferred Stock the full amounts to which
they shall respectively be entitled, the holders of shares of the Series A
Preferred Stock, the Series B Preferred Stock and the Series B New Preferred
Stock and the holders of any other series of Preferred Stock with a liquidation
preference equal to the liquidation preference of the Series A Preferred Stock,
the Series B Preferred Stock and the Series B New Preferred Stock shall receive
all the assets of the Corporation available for distribution and each such
holder of the Series A Preferred Stock, the Series B Preferred Stock and the
Series B New Preferred Stock and the holders of any other series of preferred
stock with a liquidation preference equal to the liquidation preference of the
Series A Preferred Stock, the Series B Preferred Stock and the Series B New
Preferred Stock shall share ratably in any distribution in accordance with the
amounts due such shareholders. After payment shall have been made to the holders
of shares of the Series A Preferred Stock, the Series B Preferred Stock and the
Series B New Preferred Stock of the full amount to which they shall be entitled,
as aforesaid, the holders of shares of the Series A Preferred Stock, the Series
B Preferred Stock and the Series B New Preferred Stock shall be entitled to no
further distributions thereon and the holders of shares of the Common Stock and
of shares of any other series of stock of the Corporation shall be entitled to
share, according to their respective rights and preferences, in all remaining
assets of the Corporation available for distribution to its shareholders. The
Holders of the Series C Preferred Stock shall share in any remaining assets with
the holders of the Common Stock with each share of Series C Preferred Stock
receiving a portion of the remaining assets to be divided among holders of
Series C Preferred Stock and Common Stock based on the number of shares of
Common Stock into which their shares of Series C Preferred Stock would have been
converted.

         E.       Conversions.
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         The Series C Preferred Stock shall be converted into Common Stock as
follows:

                  (a)      Mandatory Conversion. The Series C Preferred Stock
         shall have no conversion rights unless and until the Corporation shall
         have made sufficient authorized Common Stock available to permit the

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         conversion of all of the shares of Series C Preferred Stock into Common
         Stock at a rate (the "Conversion Rate") of 200 shares of Common Stock
         for each share of Series C Preferred Stock. The Conversion Rate shall
         be subject to adjustment as set forth herein.

                  (b)      Mechanics of Conversion. The shares of Series C
         Preferred Stock shall, at the time of the Corporation having sufficient
         shares of Common Stock available to permit the conversion of all issued
         and outstanding shares of Series C Preferred Stock all of the shares of
         Series C Preferred Stock (the "Conversion Date"), automatically convert
         into Common Stock at the Conversion Rate and such certificates shall no
         longer represent shares of Series C Preferred Stock, but shall
         represent Common Stock at the Conversion Rate without any further
         action on the part of the holder of such Series C Preferred Stock. The
         Corporation shall send a written notice (the "Conversion Notice") of
         the Conversion Date to each registered owner of the Series C Preferred
         Stock advising the holder of the Conversion Date and the Conversion
         Rate then in effect and advising the holder how the holder may obtain
         certificates for the Common Shares that his certificate for Series C
         Preferred Stock now represents. The Conversion Notice shall be sent to
         the Holder by certified or registered mail, by recognized overnight
         courier, including, but not limited to, Federal Express, UPS, DHL and
         USPS, or by hand delivery with receipt acknowledged.

                  (c)      Conversion Rate Adjustments. The Conversion Rate
         shall be subject to the adjustment provisions of Section F below.

         F.       Anti-Dilution Rights.
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                  (a)      Adjustments for Dividends, Reclassifications, etc. In
         case the Corporation shall hereafter (i) declare a dividend or make a
         distribution on its outstanding shares of Common Stock in shares of
         Common Stock, (ii) subdivide or reclassify its outstanding shares of
         Common Stock into a greater number of shares, or (iii) combine or
         reclassify its outstanding shares of Common Stock into a smaller number
         of shares, the Conversion Rate in effect at the time of the record date
         for such dividend or distribution or of the effective date of such
         subdivision, combination or reclassification shall be adjusted so that
         it shall equal the price determined by multiplying the Conversion Rate
         by a fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding after giving effect to such action, and the
         denominator of which shall be the number of shares of Common Stock
         outstanding immediately prior to such action. Such adjustment shall be
         made successively whenever any event listed above shall occur.

                  (b)      Adjustment for Reorganization, Consolidation and
         Merger. In case of any reorganization of the Corporation (or any other
         corporation the stock or other securities of which are at the time
         receivable on the conversion of the Series C Preferred Stock) after the
         Initial Issuance Date, or in case, after such date, the Corporation (or
         any such other corporation) shall consolidate with or merge into
         another corporation or entity or convey all or substantially all its
         assets to another corporation or entity, then and in each such case the
         holders of the Series C Preferred Stock, upon the conversion thereof as

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         provided in Section E at any time after the consummation of such
         reorganization, consolidation, merger or conveyance, shall be entitled
         to receive, in lieu of the stock or other securities and property
         receivable upon the conversion of their shares of Series C Preferred
         Stock prior to such consummation, the stock or other securities or
         property to which such holders would have been entitled upon such
         consummation if such holders had converted their shares of Series C
         Preferred Stock immediately prior thereto, all subject to further
         adjustment as provided in Section F(a) above.

                  (c)      Minimum Adjustment. No adjustment in the Conversion
         Rate shall be required unless such adjustment would require an increase
         or decrease of at least five hundred shares in such rate; provided,
         however, that any adjustments which by reason of this Section F(c) are
         not required to be made shall be carried forward and taken into account
         in any subsequent adjustment required to be made hereunder. All
         calculations under this Section F shall be made to the nearest share.
         Anything in this Section F to the contrary notwithstanding, the
         Corporation shall be entitled, but shall not be required, to make such
         changes in the Conversion Rate, in addition to those required by this
         Section F, as it shall determine, in its sole discretion, to be
         advisable in order that any dividend or distribution in shares of
         Common Stock, or any subdivision, reclassification or combination of
         Common Stock, hereafter made by the Corporation shall not result in any
         Federal Income tax liability to the holders of Common Stock or
         securities convertible into Common Stock.

                  (d)      Notices. Whenever the Conversion Rate is adjusted, as
         herein provided, the Corporation shall promptly but no later than ten
         (10) days after any request for such an adjustment by the holder, cause
         a notice setting forth the adjusted Conversion Rate, and, if requested,
         information describing the transactions giving rise to such
         adjustments, to be mailed to the holders at their last addresses
         appearing on the Corporation's records, and shall cause a certified
         copy thereof to be mailed to its transfer agent, if any. The
         Corporation may retain a firm of independent certified public
         accountants selected by the Board of Directors (who may be the regular
         accountants employed by the Corporation) to make any computation
         required by this Section F, and a certificate signed by such firm shall
         be conclusive evidence of the correctness of such adjustment.

                  (e)      Receipt of Stock other than Common Stock. In the
         event that at any time, as a result of an adjustment made pursuant to
         this Section F, the holder of Series C Preferred Stock thereafter shall
         become entitled to receive any shares of the Corporation, other than
         Common Stock, thereafter the number of such other shares so receivable
         upon conversion of Series C Preferred Stock shall be subject to
         adjustment from time to time in a manner and on terms as nearly
         equivalent as practicable to the provisions with respect to the Common
         Stock contained herein.

                  (g)      Continuation of Number of Series C Preferred Stock.
         Irrespective of any adjustments in the Conversion Rate or the number or
         kind of shares purchasable upon conversion of Series C Preferred Stock,
         Series C Preferred Stock theretofore or thereafter issued may continue
         to express the same price and number and kind of shares as are stated

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         in the similar Series C Preferred Stock initially issuable pursuant to
         this Certificate of Designation.

         G.       Voting Rights.
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                  Number and Voting with other Shareholders. The holders of
         shares of Series C Preferred Stock shall to the fullest extent
         permitted or allowed by law vote with the Common Stock as a class with
         each share of Series C Preferred Stock having the number of votes equal
         to the number of shares of Common Stock into which it would be
         converted if the date of the vote were a Conversion Date. The Series C
         Preferred Stock shall only vote separately as a class when separate
         class voting is expressly required by law. In all cases where the
         holders of shares of Series C Preferred Stock have the right to vote
         separately as a class, such holders shall be entitled to one vote for
         each such share held by them respectively.

         H.       Reservation of Shares; Costs; Approvals; etc.
                  ---------------------------------------------

                  (a)      Reservation of Shares. The Corporation shall endeavor
         to take actions to increase the number of shares of Common Stock
         available for the conversion of the Series C Preferred Stock to Common
         Stock, by increasing the number of shares of Common Stock it is
         authorized to issue, effecting a reverse stock split or both, solely
         for the purpose of effecting the mandatory conversion of the shares of
         Series C Preferred Stock as provided herein. All shares of Common Stock
         which may be issued upon conversion of the shares of Series C Preferred
         Stock will upon issuance by the Corporation be duly and validly issued,
         fully paid and non-assessable and free from all taxes, liens and
         charges with respect to the issuance thereof, and the Corporation shall
         take no action which will cause a contrary result (including without
         limitation, any action which would cause the Conversion Price to be
         less than the par value, if any, of the Common Stock). To the extent
         that the Corporation does not presently have sufficient authorized
         Common Stock to permit the Conversion of its Series C Preferred Stock,
         it will no later than its next annual meeting take such action as will
         allow a Mandatory Conversion of the Series C Preferred Stock.

                  (b)      Costs. The Corporation shall pay all documentary,
         stamp, transfer or other transactional taxes attributable to the
         issuance or delivery of shares of Common Stock upon conversion of any
         shares of Series C Preferred Stock; provided that the Corporation shall
         not be required to pay any taxes which may be payable in respect of any
         transfer involved in the issuance or delivery of any certificate for
         such shares in a name other than that of the holder of the shares of
         Series C Preferred Stock in respect of which such shares are being
         issued.

                  (c)      Approvals. If any shares of Common Stock to be
         reserved for the purpose of conversion of shares of Series C Preferred
         Stock require registration with or approval of any governmental
         authority under any Federal or state law before such shares may be
         validly issued or delivered upon conversion, then the Corporation will
         in good faith and as expeditiously as possible endeavor to secure such
         registration or approval, as the case may be. If, and so long as, any

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         Common Stock into which the shares of Series C Preferred Stock are then
         convertible is listed on any national securities exchange or on the NMS
         or NSCM, the Corporation will, if permitted by the rules of such
         exchange or Nasdaq, list and keep listed on such exchange or the NMS or
         NSCM, upon official notice of issuance, all shares of such Common Stock
         issuable upon conversion.

                  (d)      Lost or Stolen Certificates. Upon receipt by the
         Corporation of evidence of the loss, destruction, theft or mutilation
         of any Series C Preferred Stock certificates (the "Certificates") and
         (in the case of loss, theft or destruction) of indemnity or security
         reasonably satisfactory to the Corporation, and upon surrender and
         cancellation of the Certificates, if mutilated, the Corporation shall
         execute and deliver new Series C Preferred Stock Certificates of like
         tenor and date. However, the Corporation shall not be obligated to
         re-issue such lost or stolen Series C Preferred Stock Certificates if
         the Holder thereof contemporaneously requests the Corporation to
         convert such Series C Preferred Stock into Common Stock, in which event
         the Corporation shall be entitled to rely on an affidavit of loss,
         destruction or theft of the Series C Preferred Stock Certificate or, in
         the case of mutilation, tender of the mutilated certificate, and shall
         issue the shares of Common Stock issuable upon conversion.

                  (e)      No Fractional Shares. If the number of shares of
         Common Stock issuable upon the conversion of Series C Preferred Stock
         results in any fractional shares, the Corporation shall not be required
         to issue fractions of shares, upon conversion of the Series C Preferred
         Stock or otherwise, or to distribute certificates that evidence
         fractional shares. With respect to any fraction of a share called for
         upon any conversion hereof, the Corporation shall pay to the holder an
         amount in cash equal to such fraction multiplied by the current market
         value of such fractional share, determined as follows:

                           (i)      If the Common Stock is listed on a national
                  securities exchange or admitted to unlisted trading privileges
                  on such exchange or listed for trading on the NMS, the current
                  market value shall be the average of the last reported sale
                  prices of the Common Stock on such exchange for the ten (10)
                  trading days prior to the date of conversion of Series C
                  Preferred Stock; provided that if no such sale is made on a
                  day within such period or no closing sale price is quoted,
                  that day's market value shall be the average of the closing
                  bid and asked prices for such day on such exchange or system;
                  or

                           (ii)     If the Common Stock is listed in the
                  over-the-counter market (other than on NMS) or admitted to
                  unlisted trading privileges, the current market value shall be
                  the mean the average of the last reported bid and asked prices
                  reported by the National Quotation Bureau, Inc. for the ten
                  (10) trading days prior to the date of the conversion of the
                  Series C Preferred Stock; or

                           (iii)    If the Common Stock is not so listed or
                  admitted to unlisted trading privileges and bid and asked
                  prices are not so reported, the current market value shall be
                  an amount determined in a reasonable manner by the Board of
                  Directors of the Corporation.

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                  (f)      Status of Converted Stock. In the event any shares of
         Series C Preferred Stock shall be converted as contemplated hereby, the
         shares so converted shall be cancelled, shall return to the status of
         authorized but un-issued shares of Preferred Stock of no designated
         class or series, and shall not be issuable by the Corporation as Series
         C Preferred Stock.



         3.       Officer Signature ____________________________________________


Filing Fee: $175.00

         IMPORTANT: Failure to include any of the above information and submit
the proper fees may cause this filing to be rejected.

         SUBMIT IN DUPLICATE


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