Exhibit 3.10

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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Important:  Read attached instructions before completing form.

                                              ABOVE SPACE IS FOR OFFICE USE ONLY


                           Certificate of Designation
                           --------------------------
                         For Nevada Profit Corporations
                         ------------------------------
                            (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 (1,000,000) of the Fifteen Million (15,000,000) authorized
shares of Preferred Stock of the Corporation shall be designated Series B
Convertible Preferred Stock (the "Series B Preferred Stock") and shall possess
the rights and privileges set forth below.
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         B.       Par Value Stated Value, Purpose of Issuance and Certificates.
                  ------------------------------------------------------------

         Each share of Series B Preferred Stock shall have a par value of $.001,
and a stated value (face amount) of One Dollar and Ten Cents ($1.10) (the
"Stated Value"). Certificates representing the shares of Series B Preferred
Stock purchased shall be issued by the Corporation to the purchasers immediately
upon acceptance of the subscriptions to purchase such shares.

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

         The shares of Series B Preferred Stock shall not be entitled to receive
any dividends.

         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"), and the Series B 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 and the Series B 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 and the Series B 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 and the Series B Preferred Stock the
full amounts to which they shall respectively be entitled, the holders of shares
of the Series A Preferred Stock and the Series B 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 and the Series B
Preferred Stock shall receive all the assets of the Corporation available for
distribution and each such holder of the Series A Preferred Stock and the Series
B 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 and the Series B 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
and the Series B Preferred Stock of the full amount to which they shall be
entitled, as aforesaid, the holders of shares of the Series A Preferred Stock
and the Series B 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.

         E.       Conversion Rights.
                  -----------------

         Subject to any limitations on the right of the holders of the Series B
Preferred Stock to convert their shares of Series B Preferred Stock into shares
Common Stock, the holders of Series B Preferred Stock shall have the following
conversion rights:

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<PAGE>

                  (a)      Optional Conversion. Subject to and upon compliance
         with the provisions of this Section E, the holder of any shares of
         Series B Preferred Stock shall have the right at such holder's option,
         at any time or from time to time, to convert any of such shares of
         Series B Preferred Stock into fully paid and non-assessable shares of
         Common Stock at the Conversion Price (as hereinafter defined) in effect
         on the Conversion Date (as hereinafter defined) upon the terms
         hereinafter set forth.

                  (b)      Mandatory Conversion. At any time after the initial
         issuance date of the Series B Preferred Stock (the "Initial Issuance
         Date") and effective upon either (i) the closing of a public offering
         of the Corporation's Common Stock, pursuant to which it raises capital
         of greater than $10,000,000 or (ii) the Corporation's Common Stock
         being listed for trading on a national securities exchange or on the
         Nasdaq National Market System ("NMS") or the Nasdaq SmallCap Market
         ("NSCM"), and (A) the closing price equals or exceeds $3.00 per share
         for a period of at least thirty (30) consecutive business days and (B)
         the average trading volume of the Common Stock during such thirty-day
         period is equal to or greater than 100,000 shares per day; the
         Corporation shall have the right, upon written notice to all of the
         holders of Series B Preferred Stock, to require the conversion of the
         Series B Preferred Stock at the Conversion Price. Upon notice from the
         Corporation, each holder of shares of Series B Preferred Stock shall
         surrender its certificate or certificates for all such shares to the
         Corporation at the place designated in such notice, and shall
         thereafter receive certificates for the number of shares of Common
         Stock to which such holder is entitled pursuant to this provision. As
         soon as practicable after the date of such mandatory conversion and the
         surrender of the Series B Preferred Stock certificate or certificates
         (but no later than five (5) business days), the Corporation shall cause
         to be issued and delivered to such holder a certificate or certificates
         for the number of full shares of Common Stock issuable on such
         conversion in accordance with the provisions hereof and cash as
         provided in subsection H(e) below in respect of any fraction of a share
         of Common Stock otherwise issuable upon such conversion.

                  (c)      Conversion Price. Each share of Series B Preferred
         Stock shall be converted into a number of shares of Common Stock
         determined by dividing (i) the Stated Value by (ii) the Conversion
         Price in effect on the Conversion Date. The Conversion Price at which
         shares of Common Stock shall initially be issuable upon conversion of
         the shares of Preferred Stock shall be $1.10. The Conversion Price
         shall be subject to adjustment as set forth in Section F below. No
         payment or adjustment shall be made for any dividends on the Common
         Stock issuable upon such conversion.

                  (d)      Mechanics of Conversion. The holder of any shares of
         Series B Preferred Stock may exercise the conversion right specified in
         Subsection E(a) above by surrendering to the Corporation or any
         transfer agent of the Corporation the certificate or certificates for
         the shares to be converted, accompanied by written notice specifying
         the number of shares to be converted. Conversion shall be deemed to
         have been effected on the date when delivery of notice of an election
         to convert and certificates for shares is made and such date is
         referred to herein as the "Conversion Date." Subject to the provisions
         of Section F, as promptly as practicable thereafter, the Corporation
         shall issue and deliver to or upon the written order of such holder a

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<PAGE>

         certificate or certificates for the number of full shares of Common
         Stock to which such holder is entitled and a check or cash with respect
         to any fractional interest in a share of Common Stock as provided in
         subsection H(e) below. Subject to the provisions of Section F, the
         person in whose name the certificate or certificates for Common Stock
         are to be issued shall be deemed to have become a holder of record of
         such Common Stock on the applicable Conversion Date. Upon conversion of
         only a portion of the number of shares covered by a certificate
         representing shares of Series B Preferred Stock surrendered for
         conversion, the Corporation shall issue and deliver to or upon the
         written order of the holder of the certificate so surrendered for
         conversion, at the expense of the Corporation, a new certificate
         covering the number of shares of Series B Preferred Stock representing
         the unconverted portion of the certificate so surrendered.

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

         F.       Anti-Dilution Rights.
                  --------------------

                  (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 Price 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 Price
         by a fraction, the denominator of which shall be the number of shares
         of Common Stock outstanding after giving effect to such action, and the
         numerator 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 B 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 B Preferred Stock, upon the conversion thereof as
         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 B 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 B
         Preferred Stock immediately prior thereto, all subject to further
         adjustment as provided in Section F(a) above.

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<PAGE>

                  (c)      Adjustment of Conversion Price. Whenever the
         Conversion Price payable upon conversion of Series B Preferred Stock is
         adjusted pursuant to Subsection (a) of this Section F, the number of
         shares of Common Stock issuable upon conversion of Series B Preferred
         Stock shall simultaneously be adjusted by multiplying the number of
         shares of Common Stock initially issuable upon conversion of the Series
         B Preferred Stock by the Conversion Price in effect on the date hereof
         and dividing the product so obtained by the Conversion Price, as
         adjusted.

                  (d)      Minimum Adjustment. No adjustment in the Conversion
         Price shall be required unless such adjustment would require an
         increase or decrease of at least one ($0.01) cent in such price;
         provided, however, that any adjustments which by reason of this Section
         F(d) 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 cent or to the nearest one-hundredth of a share, as the case
         may be. 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 Price, 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.

                  (e)      Notices. Whenever the Conversion Price 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 Price and adjusted
         number of shares of Common Stock issuable upon conversion of Series B
         Preferred Stock, 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.

                  (f)      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 B 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 B 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 Price and Number of Series B
         Preferred Stock. Irrespective of any adjustments in the Conversion
         Price or the number or kind of shares purchasable upon conversion of
         Series B Preferred Stock, Series B Preferred Stock theretofore or

                                       -5-
<PAGE>

         thereafter issued may continue to express the same price and number and
         kind of shares as are stated in the similar Series B Preferred Stock
         initially issuable pursuant to this Certificate of Designation.

         G.       Voting Rights.
                  -------------

                  (a)      Number and Voting with other Shareholders. The
         holders of shares of Series B Preferred Stock shall be entitled to vote
         upon all matters upon which holders of the Common Stock have the right
         to vote, and shall be entitled to the number of votes equal to the
         largest number of full shares of Common Stock into which such shares of
         Preferred Stock could be converted pursuant to the provisions of
         Sections E and F hereof at the record date for the determination of the
         shareholders entitled to vote on such matters, or, if no such record
         date is established, at the date such vote is taken or any written
         consent of shareholders is solicited, such votes to be counted together
         with all other shares of capital stock having general voting powers and
         not separately as a class. In all cases where the holders of shares of
         Series B 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.

                  (b)      Special Class Voting Rights. In addition to any other
         rights provided by law, so long as any Series B Preferred Stock is
         outstanding, the Corporation, without first obtaining the affirmative
         vote or written consent of the holders of not less than a majority of
         such outstanding shares of Series B Preferred Stock, voting separately
         as a class, will not:

                           (i)      authorize or issue shares of any class or
                  series of stock having any preference or priority as to
                  dividends, assets or other rights superior to any such
                  preference or priority of the Series B Preferred Stock, or
                  authorize or issue shares of stock of any class or any bonds,
                  debentures, notes or other obligations convertible into or
                  exchangeable for, or having option rights to purchase, any
                  shares of stock of the Corporation having any preference or
                  priority as to dividends, assets or other rights superior to
                  any such preference or priority of the Series B Preferred
                  Stock; or

                           (ii)     reclassify any class or series of stock of
                  the Corporation, that is junior in rights to the Series B
                  Preferred Stock, into a class or series of stock which has any
                  rights senior to or in parity with the Series B Preferred
                  Stock; or

                           (iii)    reclassify any class or series of stock of
                  the Corporation, that is in parity with the Series B Preferred
                  Stock, into a class or series of stock which has any rights
                  senior to the Series B Preferred stock.

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

                  (a)      Reservation of Shares. The Corporation shall reserve
         at all times so long as any shares of Series B Preferred Stock remain
         outstanding, free from preemptive rights, out of its treasury stock (if

                                       -6-
<PAGE>

         applicable) or its authorized but unissued shares of Common Stock, or
         both, solely for the purpose of effecting the conversion of the shares
         of Series B Preferred Stock, sufficient shares of Common Stock to
         provide for the conversion of all outstanding shares of Series B
         Preferred Stock (including taking into account any anti-dilution
         adjustments pursuant to Section F above). All shares of Common Stock
         which may be issued upon conversion of the shares of Series B 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).

                  (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 B 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 B 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 B 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
         Common Stock into which the shares of Series B 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 B 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 B Preferred Stock Certificates of like
         tenor and date. However, the Corporation shall not be obligated to
         re-issue such lost or stolen Series B Preferred Stock Certificates if
         the Holder thereof contemporaneously requests the Corporation to
         convert such Series B 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 B 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 B Preferred Stock
         results in any fractional shares, the Corporation shall not be required

                                       -7-
<PAGE>

         to issue fractions of shares, upon conversion of the Series B 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 B
                  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 B 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.

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

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<PAGE>

         3.       Effective Date of Filing (optional):


         4.       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


This form must be accompanied by appropriate fees.  See attached fee schedule.

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