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Exhibit 4c

                    CERTIFICATE OF THE POWERS, DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                            SERIES J PREFERRED STOCK
                         OF SENIOR CARE INDUSTRIES, INC.

             PURSUANT TO TITLE 7, CHAPTER 78 OF THE REVISED STATUTES
                             OF THE STATE OF NEVADA

I, Craig Brown, President of Senior Care Industries, Inc., a Nevada corporation
(the "COMPANY"), in accordance with the provisions of Title 7, Chapter 78,
Section 78.195 of the Revised Statutes of the State of Nevada, DO HEREBY CERTIFY
that the following resolutions were duly adopted by the Board of Directors of
the Company and pursuant to authority conferred upon the Board of Directors by
the provisions of the Articles of Incorporation of the Company, as amended, (the
"ARTICLES OF INCORPORATION"), the Board of Directors of the Company, on January
23, 2002, adopted resolutions providing for the issuance of Series J Preferred
Stock of the Company and fixing the relative powers, designations, preferences,
rights, qualifications, limitations and restrictions of such stock. These
resolutions are as follows:

         "RESOLVED, that pursuant to authority expressly granted to and vested
in the Board of Directors of the Company by the provisions of the ARTICLES OF
INCORPORATION, the issuance of Series F of Preferred Stock of the Company to be
designated "Series J PREFERRED", par value $0.001 per share, which shall consist
of one of the 110,000,000 shares of Stock which the Company now has authority to
issue, be, and the same hereby is, authorized, and the Board hereby fixes the
powers, designations, preferences and relative, participating, optional and
other rights, and the qualifications, limitations and restrictions thereof, of
the sole share of such series (in addition to the powers, designations,
preferences and relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, set forth in the ARTICLES
OF INCORPORATION which may be applicable to the Preferred Stock of this series)
as follows:

       1. AUTHORIZED NUMBER AND DESIGNATION. One share of the Preferred Stock,
$0.001 par value, of the Company is hereby constituted as a series of the
Preferred Stock designated as Series J PREFERRED STOCK, $0.001 par value (the
"Series J PREFERRED STOCK").

      2. DIVIDENDS AND DISTRIBUTIONS. The holders of Series J PREFERRED STOCK
shall not be entitled to receive any dividends declared and paid by the Company.

       3. VOTING RIGHTS. Except as otherwise required by law or by the ARTICLES
OF INCORPORATION, the holders of record of Series J PREFERRED STOCK will be
entitled to all of the voting rights, including the right to vote in person or
by proxy, of the Special Voting Share on any matters, questions, proposals or
propositions whatsoever that may properly come before the shareholders of the
Company at a meeting at which holders of the Company's Common Stock ("COMMON
STOCK") are entitled to vote ("COMPANY MEETING") or with respect to all written
consents sought by the Company from its shareholders including the holders of
the Company's Common Stock ("COMPANY CONSENT"). The holders of record of Series
J PREFERRED STOCK shall be entitled one vote for each share held. In respect of
all matters concerning the Voting Rights, Series J PREFERRED STOCK and the
Common Stock shall vote as a single class.

       4. CONVERSION RIGHTS. Series J PREFERRED STOCK shall be convertible into
Common stock, $.001 par value, on the following schedule:

At any time during or after the expiration of the 24th month following the
issuance of the Series J PREFERRED STOCK, the holder thereof shall surrender the
certificate and shall receive a sufficient number of shares of Common stock,
$.001 par value, in the Company to provide $40.00 U.S. based upon the average
ask price for Common stock over the last ten (10) trading days prior to the date
conversion is requested, for each share of Series J PREFERRED STOCK which was
surrendered, provided, however, that the number of shares converted during the
24th month following the issuance of the Series J PREFERRED STOCK shall not
exceed 20% of the number of shares evidenced by the certificate presented. The
stock transfer agent for the Company or the Company, whichever the case may be,
shall then deliver to the holder or its order, a new Series J PREFERRED STOCK
certificate for the balance of the Series J PREFERRED STOCK not yet converted.

Thereafter, at any time during or after the expiration of the 48th month
following the issuance of the Series J PREFERRED STOCK, the holder thereof shall
surrender the certificate and shall receive the number of shares of Common
stock, $.001 par value, utilizing the same formula as set forth hereinabove in
the Company for each share of Series J PREFERRED STOCK which was surrendered,
provided, however, that the number of shares converted during the 48th month
following the issuance of the Series J PREFERRED



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STOCK shall not exceed 20% of the number of shares evidenced by the certificate
presented. The stock transfer agent for the Company or the Company, whichever
the case may be, shall then deliver to the holder or its order, a new Series J
PREFERRED STOCK certificate for the balance of the Series J PREFERRED STOCK not
yet converted.

Thereafter, at any time during or after the expiration of the 72th month
following the issuance of the Series J PREFERRED STOCK, the holder thereof shall
surrender the certificate and shall receive the number of shares of Common
stock, $.001 par value, utilizing the same formula as set forth hereinabove in
the Company for each share of Series J PREFERRED STOCK which was surrendered,
provided, however, that the number of shares converted during the 72th month
following the issuance of the Series J PREFERRED STOCK shall not exceed 20% of
the number of shares evidenced by the certificate presented. The stock transfer
agent for the Company or the Company, whichever the case may be, shall then
deliver to the holder or its order, a new Series J PREFERRED STOCK certificate
for the balance of the Series J PREFERRED STOCK not yet converted.

Thereafter, at any time during or after the expiration of the 96th month
following the issuance of the Series J PREFERRED STOCK, the holder thereof shall
surrender the certificate and shall receive the number of shares of Common
stock, $.001 par value, utilizing the same formula as set forth hereinabove in
the Company for each share of Series J PREFERRED STOCK which was surrendered,
provided, however, that the number of shares converted during the 96th month
following the issuance of the Series J PREFERRED STOCK shall not exceed 20% of
the number of shares evidenced by the certificate presented. The stock transfer
agent for the Company or the Company, whichever the case may be, shall then
deliver to the holder or its order, a new Series J PREFERRED STOCK certificate
for the balance of the Series J PREFERRED STOCK not yet converted.

Thereafter, at any time during or after the expiration of the 120th month
following the issuance of the Series J PREFERRED STOCK, the holder thereof shall
surrender the certificate and shall receive the number of shares of Common
stock, $.001 par value, utilizing the same formula as set forth hereinabove in
the Company for each share of Series J PREFERRED STOCK which was surrendered,
provided, however, that the number of shares converted during the 120th month
following the issuance of the Series J PREFERRED STOCK shall not exceed 20% of
the number of shares evidenced by the certificate presented. The stock transfer
agent for the Company or the Company, whichever the case may be, shall then
deliver to the holder or its order, a new Series J PREFERRED STOCK certificate
for the balance of the Series J PREFERRED STOCK not yet converted.

       5. LIQUIDATION PREFERENCE. Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, and subject to any prior
rights of holders of shares of Preferred Stock ranking senior to the Series J
PREFERRED STOCK, the holders of the share of Series J PREFERRED STOCK shall be
paid an amount totaling $0.001, together with payment to any class of stock
ranking equally with the Special Voting Stock, and before payment shall be made
to the holders of any stock ranking on liquidation junior to the Special Voting
Stock.

       6. RANKING. The Series J PREFERRED STOCK shall rank junior to all other
series of the Company's Preferred Stock, unless the terms of any such series
shall provide otherwise.

       7. REDEMPTION RIGHTS. The Series J PREFERRED STOCK may be redeemed as a
matter of right by the Company upon the payment to the holder of the Series J
PREFERRED STOCK cash in United States dollars in a sum equal to the market value
of the Common stock being issued to the holder on the day of surrender for
conversion by the holder from Series J PREFERRED STOCK to Common stock, $.001
par value.

         RESOLVED FURTHER, that the Chief Executive Officer, President or any
Vice President and the Secretary or any Assistant Secretary of the Company be,
and they hereby are, authorized and directed to prepare and file (or cause to be
prepared and filed) a Certificate of the Powers, Designations, Preferences and
Rights in accordance with the foregoing resolution and the provisions of Nevada
law and to take such actions as they may deem necessary or appropriate to carry
out the intent of the foregoing resolutions."

       IN WITNESS WHEREOF, I have executed and subscribed to this Certificate
and do hereby affirm the foregoing as true under the penalties of perjury as of
the 23rd day of January, 2002.

Craig Brown
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President
Senior Care Industries, Inc.