EXHIBIT 3.11



CERTIFICATE OF ELIMINATION OF



SERIES C CONVERTIBLE PREFERRED STOCK



($0.01 Par Value)

of



AVATECH SOLUTIONS, INC.



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Pursuant to Section 151 of the

General Corporation Law of the State of Delaware



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Avatech Solutions, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Corporation), in
accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:



FIRST: That the Corporation did designate a series of preferred stock known as Series C Convertible Preferred Stock on April 4, 2003, which series was reduced to two hundred and eighty-eight thousand, two
hundred and eighty-two (288,282) shares by an Amendment to the Certificate of Designation of Series C Convertible Preferred Stock on November 18, 2003; and



SECOND: One hundred and seventy-two thousand and eight (172,008) shares of Series C Convertible Preferred Stock were issued, and all One hundred
and seventy-two thousand and eight (172,008) shares have been surrendered to the Corporation by their holders as of the date hereof and no shares of Series C Convertible Preferred Stock remain outstanding; and



THIRD: That pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated Certificate of Incorporation of the Corporation, the Board of Directors of the Corporation adopted the following resolution, eliminating the Corporations Series C Convertible Preferred Stock, par value
$0.01, no such shares remaining outstanding as of the





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date hereof and none shall be issued subject to the certificate of designations previously filed with respect to the Series C Convertible Preferred Stock:



RESOLVED: That, provided that and
immediately after all of the holders of Series C Preferred Stock convert such shares to Series D Preferred Stock, in accordance with the provisions of Article SIXTH, Section 2 of the Corporations Amended and Restated Certificate of
Incorporation, the number of shares designated as Series C Convertible Preferred Stock shall be reduced to zero (0), which reduction does not change any of the voting powers, preferences and relative, participating, optional and other special rights
of the shares of the Series C Convertible Preferred Stock, and no such shares shall hereafter be issued, and that the number of shares designated as Series D Convertible Preferred Stock shall be increased to the maximum available, and that the Chief
Executive Officer and the Secretary of the Corporation be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, to file amendments to the Certificate of Designations of Series C Convertible Preferred Stock and
Series D Convertible Preferred Stock in substantially the form attached hereto as Exhibit B and in accordance with the provisions of the Delaware General Corporation Law, and to take such actions as they may deem necessary or appropriate to
carry out the intent of the foregoing.



FOURTH: That the
aforesaid resolution was duly and validly adopted in accordance with the applicable provisions of Section 151 of the General Corporation Law of the State of Delaware and the Amended and Restated Certificate of Incorporation and the By-Laws of the
Corporation.



FIFTH: That the aforesaid amendment shall
become effective upon the filing of this Certificate with the office of the Secretary of State of the State of Delaware.



IN WITNESS WHEREOF, said Avatech Solutions, Inc. has caused this Certificate to be executed and attested, this 23rd day of December, 2003.



|                        |  |                         |  |         |  |                                |  |  |  | 
|----------------------- |  | ----------------------- |  | ------- |  | ------------------------------ |  |  |  | 
|AVATECH SOLUTIONS, INC. |  |                         |  | ATTEST:
|                        |  |                         | 
|By:                     |  | /s/                     |  |         |  | /s/                           
|                        |  |                         |  |         |  |                               
|                        |  | Donald R. Walsh         |  |         |  | Beth O. MacLaughlin, Secretary
|                        |  | Chief Executive Officer |  |         |  |                               



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