Exhibit 3.16

          CERTIFICATE OF AMENDMENT OF CERTIFICATE OF STOCK DESIGNATION
                                       OF
                     6% SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                              ATC HEALTHCARE, INC.

ATC Healthcare, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     1. A Certificate of Stock Designation (the "Series C Designation") setting
forth the rights and preferences of the Corporation's 6% Series C Convertible
Preferred Stock ("Series C Preferred Stock") was filed with the Secretary of
State of the State of Delaware on May 31, 2006.

     2. The Board of Directors of the Corporation has by unanimous written
consent adopted the following resolution:

          NOW THEREFORE, BE IT RESOLVED, that the Series C Designation is
     amended as follows:

          a. The first sentence of Section 6(a) is amended in its entirety so
     that the same shall be and read as follows:

          The conversion price at which each share of Series C Preferred Stock
          shall be convertible into Class A Common Stock (the "Conversion
          Price") shall be initially equal to Forty Cents ($0.40) and shall be
          adjusted in certain events as provided in Section 6 hereof.

          b. The following paragraph (h) is added at the end of Section
     6(e)(iv):

          (h) shares of Common Stock issued in a private offering (the "2007
          Offering") of 2,000,000 shares of Common Stock closed on or about the
          date of the filing of this Certificate of Amendment, under the
          Warrants issued as part of that offering or under the terms of the
          purchase agreement relating to that offering, and shares of Common
          Stock issued in private offerings completed prior to May 31, 2007 on
          terms no more favorable than those in effect for the 2007 Offering,
          under the Warrants issued as part of those other offering or under the
          terms of the purchase agreements relating to those other offerings.

          and further

          RESOLVED, that all other provisions of the Series C Designation shall
          remain in full force and effect.

     3. That the amendment set forth above has been consented to and authorized
by the holders of a majority of the issued and outstanding common stock,
preferred stock and noteholders entitled to vote, by written consent given in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

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     4. That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation law of
the State of Delaware.

     IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by David Savitsky, its CEO, this 12th day of January 2007.



                                                             /s/ David Savitsky
                                                             ------------------
                                                             David Savitsky, CEO