EXHIBIT 4.7

                 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
                                       OF
                   SERIES B $0.90 CONVERTIBLE PREFERRED STOCK
                                       OF
                          STRONGHOLD TECHNOLOGIES, INC.

            Pursuant to the Nevada General Corporation Law Section 78.1955, the
undersigned, being an officer of Stronghold Technologies, Inc., a Nevada
corporation (the "Corporation"), does hereby certify that the following
resolution was adopted by the unanimous consent of the Corporation's board of
directors (the "Board") authorizing the amendment and restatement of the
Certificate of Designation of Series B $0.90 Convertible Preferred Stock (the
"Series B Certificate of Designation") of the Corporation, which was filed with
the Nevada Secretary of State on April 24, 2003:

            RESOLVED, that pursuant to authority expressly granted to and vested
in the Board by the Articles of Incorporation, as amended, of the Corporation,
the Board hereby amends and restates the Series B Certificate of Designation of
the Corporation effective as of the date hereof (the "Effective Date"). Pursuant
to the Nevada General Corporation Law Section 78.1955, the holders of a majority
of the outstanding shares of the Series B $0.90 Convertible Preferred Stock of
the Corporation have consented to this Amended and Restated Certificate of
Designation. There are two million, four hundred forty-four thousand four
hundred forty-four (2,444,444) shares of Series B $0.90 Convertible Preferred
Stock of the Corporation authorized and outstanding, and the Board hereby amends
and restates the designation thereof, and the voting powers, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereon (in addition to the
designation, preferences and relative, participating and other special rights,
and the qualifications, limitations or restrictions thereof, set forth in the
Articles of Incorporation, as amended, of the Corporation, which are applicable
to the preferred stock, if any) as follows:

            1. Designation. The series of preferred stock shall be designated
and known as "Series B $0.90 Convertible Preferred Stock" (the "Series B
Preferred Stock"). The number of shares constituting the Series B Preferred
Stock shall be 2,444,444. Each share of the Series B Preferred Stock shall have
a stated value equal to $0.90 (the "Stated Value").

            2. Conversion Rights. The Series B Preferred Stock shall be
convertible into the common stock, $0.0001 par value, of the Corporation
("Common Stock") as follows:

            (a) Optional Conversion. Subject to and upon compliance with the
provisions of this Section 2, a holder of any shares of the Series B Preferred
Stock (a "Holder") shall have the right, at such Holder's option at any time, to
convert any of such shares of the Series B Preferred Stock held by the Holder
into fully paid and non-assessable shares of the Common Stock at the then
Conversion Rate (as defined herein).

            (b) Automatic Conversion. Each share of Series B Preferred Stock
shall automatically be converted into shares of Common Stock at the then
effective Conversion Rate

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upon the earlier of (i) the date specified by vote or written consent or
agreement of holders of at least two-thirds of the then outstanding shares of
the Series B Preferred Stock, or (ii) upon the closing of a Qualified Public
Offering. As used herein, a "Qualified Public Offering" shall be the commitment,
underwritten public offering of the Corporation's Common Stock registered under
the Securities Act of 1933, as amended (the "Securities Act"), at a public
offering price (prior to underwriters' discounts and expenses) equal to or
exceeding $3.00 per share of Common Stock (as adjusted for any stock dividends,
combinations or split with respect to such shares), which generates aggregate
net proceeds to the Corporation (after deduction for underwriters' discounts and
expenses relating to the issuance, including without limitation fees of the
Corporation's counsel) equal to or exceeding $15,000,000.

            (c) Conversion Rate. Each share of the Series B Preferred Stock is
convertible into the number of shares of the Common Stock as shall be calculated
by dividing the Stated Value by the Conversion Price (the conversion rate so
calculated, the "Conversion Rate"), subject to adjustments as set forth in
Section 2(e) hereof.

            (d) Mechanics of Conversion.

            (i) The Holder may exercise the conversion right specified in
      Section 2(a) by giving written notice to the Corporation at any time, that
      the Holder elects to convert a stated number of shares of the Series B
      Preferred Stock into a stated number of shares of Common Stock, and by
      surrendering the certificate or certificates representing the Series B
      Preferred Stock to be converted, duly endorsed to the Corporation or in
      blank, to the Corporation at its principal office (or at such other office
      as the Corporation may designate by written notice, postage prepaid, to
      all Holders) at any time during its usual business hours, together with a
      statement of the name or names (with addresses) of the person or persons
      in whose name the certificate or certificates for Common Stock shall be
      issued. Such conversion shall be deemed to have been made immediately
      prior to the close of business on the date of surrender of the shares of
      Series B Preferred Stock to be converted, and the person or persons
      entitled to receive the shares of Common Stock issuable upon such
      conversion shall be treated for all purposes as the record holder or
      holders of such shares of Common Stock on such date.

            (ii) If the conversion is in connection with the closing of a
      Qualified Public Offering, the conversion may, at the option of any holder
      tendering shares of Series B Preferred Stock for conversion, be
      conditioned upon the closing of the Qualified Public Offering, in which
      event the person(s) entitled to receive the Common Stock upon conversion
      of the Series B Preferred Stock shall not be deemed to have converted such
      Series B Preferred Stock until immediately prior to the closing of the
      Qualified Public Offering.

            (e) Conversion Rate Adjustments. The Conversion Price shall be
subject to adjustment from time to time as follows:

            (i) Consolidation, Merger, Sale, Lease or Conveyance. In case of any
      consolidation or merger of the Corporation with or into another
      corporation, or in case of any sale, lease or conveyance to another
      corporation of all or substantially all the assets

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<PAGE>

      of the Corporation, each share of the Series B Preferred Stock shall after
      the date of such consolidation, merger, sale, lease or conveyance be
      convertible into the number of shares of stock or other securities or
      property (including cash) to which the Common Stock issuable (at the time
      of such consolidation, merger, sale, lease or conveyance) upon conversion
      of such share of the Series B Preferred Stock would have been entitled
      upon such consolidation, merger, sale, lease or conveyance; and in any
      such case, if necessary, the provisions set forth herein with respect to
      the rights and interests thereafter of the Holder of the shares of the
      Series B Preferred Stock shall be appropriately adjusted so as to be
      applicable, as nearly as may reasonably be, to any shares of stock of
      other securities or property thereafter deliverable on the conversion of
      the shares of the Series B Preferred Stock. For purposes of this Section
      2(e)(i) the Stated Value is $1.50 and the initial Conversion Price is
      $1.50 (subject to adjustment as provided in this Sections 2(e)).

            (ii) Stock Dividends, Subdivisions, Reclassification, or
      Combinations. If the Corporation shall (i) declare a dividend or make a
      distribution on its Common Stock in shares of its Common Stock, (ii)
      subdivide or reclassify the outstanding shares of Common Stock into a
      greater number of shares, or (iii) combine or reclassify the outstanding
      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
      the effective date of such subdivision, combination, or reclassification
      shall be proportionately adjusted so that the Holder of any shares of the
      Series B Preferred Stock surrendered for conversion after such date shall
      be entitled to receive the number of shares of Common Stock that he would
      have owned or been entitled to receive had such Series B Preferred Stock
      been converted immediately prior to such date. Successive adjustments in
      the Conversion Price shall be made whenever any event specified above
      shall occur. For purposes of this Section 2(e)(ii) the Stated Value is
      $1.50 and initial the Conversion Price is $1.50 (subject to adjustment as
      provided in this Sections 2(e)).

            (iii) Issuances of Securities. (A) If the Corporation shall prior to
      the six month anniversary of the Effective Date (i) sell or otherwise
      issue shares of the Common Stock at a purchase price per share less than
      the Conversion Price in effect immediately prior to such issuance, or (ii)
      sell or otherwise issue the Corporation's securities which are convertible
      into or exercisable for shares of the Corporation's Common Stock at a
      conversion or exercise price per share less than the Conversion Price in
      effect immediately prior to such issuance, in either case with aggregate
      proceeds to the Corporation in excess of $5 million, then immediately upon
      such issuance or sale, the Conversion Price shall be adjusted to a price
      determined by multiplying the Conversion Price in effect immediately prior
      to such issuance by a fraction, the numerator of which shall be the number
      of shares of Common Stock outstanding immediately prior to such issuance
      or sale, plus the number of shares of the Common Stock that the
      consideration above $5 million would purchase at the Conversion Price; and
      the denominator of which shall be the number of shares of Common Stock
      outstanding immediately prior to such issuance plus the number of the
      shares to be issued for amounts above $5 million. For purposes of this
      Section 2(e)(iii)(A) the Stated Value is $0.50 and initial Conversion
      Price is $0.50 (subject to adjustment as provided in this Sections 2(e)).

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            (B) If the Corporation shall prior to the eighteen month anniversary
      of the Effective Date (i) sell or otherwise issue shares of the Common
      Stock at a purchase price per share less than the Conversion Price in
      effect immediately prior to such issuance, or (ii) sell or otherwise issue
      the Corporation's securities which are convertible into or exercisable for
      shares of the Corporation's Common Stock at a conversion or exercise price
      per share less than the Conversion Price in effect immediately prior to
      such issuance, in either case in excess of 1,750,000 million shares to
      acquire business entities, then immediately upon such issuance or sale,
      the Conversion Price shall be adjusted to a price determined by
      multiplying the Conversion Price in effect immediately prior to such
      issuance by a fraction, the numerator of which shall be the number of
      shares of Common Stock outstanding immediately prior to such issuance or
      sale, plus the number of shares of Common Stock that the aggregate
      consideration received by the Corporation for such issuance would purchase
      at such Conversion Price; and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately prior to such issuance
      plus the number of the additional shares to be issued at such issuance or
      sale. For purposes of this Section 2(e)(iii)(B) the Stated Value is $0.50
      and the initial Conversion Price is $0.50 (subject to adjustment as
      provided in this Sections 2(e)).

            (C) Issuances of Securities. If after the eighteen month anniversary
      of the Effective Date the Corporation shall (i) sell or otherwise issue
      shares of the Common Stock at a purchase price per share less than the
      Conversion Price in effect immediately prior to such issuance, or (ii)
      sell or otherwise issue the Corporation's securities which are convertible
      into or exercisable for shares of the Corporation's Common Stock at a
      conversion or exercise price per share less than the Conversion Price in
      effect immediately prior to such issuance, then immediately upon such
      issuance or sale, the Conversion shall be adjusted to a price determined
      by multiplying the Conversion Price in effect immediately prior to such
      issuance by a fraction, the numerator of which shall be the number of
      shares of Common Stock outstanding immediately prior to such issuance or
      sale, plus the number of shares of the Common Stock that the aggregate
      consideration received by the Corporation for such issuance would purchase
      at such Conversion Price; and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately prior to such issuance
      plus the number of the additional shares to be issued at such issuance or
      sale. For purposes of this Section 2(e)(iii)(C) the Stated Value is $0.87
      and the initial Conversion Price is $0.87 (subject to adjustment as
      provided in this Sections 2(e)).

            (iv) Issuances of Securities. If after the eighteen month
      anniversary of the Effective Date the Corporation shall (i) sell or
      otherwise issue shares of the Common Stock at a purchase price per share
      less than the Conversion Price in effect immediately prior to such
      issuance, or (ii) sell or otherwise issue the Corporation's securities
      which are convertible into or exercisable for shares of the Corporation's
      Common Stock at a conversion or exercise price per share less than the
      Conversion Price in effect immediately prior to such issuance, then
      immediately upon such issuance or sale, the Conversion shall be adjusted
      to a price determined by multiplying the Conversion Price immediately
      prior to such issuance by a fraction, the numerator of which shall be the
      number of shares of Common Stock outstanding immediately prior to such
      issuance or sale, plus the number of shares of the Common Stock that the
      aggregate consideration

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<PAGE>

      received by the Corporation for such issuance would purchase at such
      Conversion Price; and the denominator of which shall be the number of
      shares of Common Stock outstanding immediately prior to such issuance plus
      the number of the additional shares to be issued at such issuance or sale.
      For purposes of this Section 2(e)(iii)(C) the initial Conversion Price is
      $0.87, subject to adjustment pursuant to Sections 2(e)(iii)(A) and
      2(e)(iii)(B) above. In the event the Conversion Price is reduced pursuant
      to Section 2(e)(iii)(A) and/or 2(e)(iii)(B) above, the Conversion Price in
      this Section 2(e)(iii)(C) shall be reduced by the aggregate amount the
      Conversion Price is reduced in Sections 2(e)(iii)(A) and 2(e)(iii)(B).

            (v) Excluded Transactions. No adjustment to the Conversion Price
      shall be required under this Section 2(e) in the event of the issuance of
      shares of Common Stock by the Corporation upon the conversion or exercise
      of or pursuant to any outstanding stock options or stock option plan now
      existing or hereafter approved by the Holders which stock options have an
      exercise or conversion price per share of less than the Conversion Price.

            (f) Approvals. If any shares of the Common Stock to be reserved for
the purpose of conversion of shares of the 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 the Series B Preferred Stock
are then convertible is listed on any national securities exchange, the
Corporation will, if permitted by the rules of such exchange, list and keep
listed on such exchange, upon official notice of issuance, all shares of such
Common Stock issuable upon conversion.

            (g) Valid Issuance. All shares of Common Stock that may be issued
upon conversion of shares of the Series B Preferred Stock will upon issuance 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 that will cause a contrary result.

            3. Liquidation.

            (a) Liquidation Preference. In the event of liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, the Holders
of the Series B Preferred Stock shall be entitled to receive, prior and before
any distribution of assets shall be made to the holders of any Common Stock, an
amount equal to the Stated Value per share of Series B Preferred Stock held by
such Holder (the "Liquidation Pay Out"). After payment of the Liquidation Pay
Out to each Holder and the payment of the respective liquidation preferences of
the other preferred stock of the Corporation, if any, pursuant to the
Corporation's Articles of Incorporation, as amended, each such Holder shall be
entitled to share with the holders of the Common Stock, the remaining assets of
the Corporation available for distribution to the Corporation's stockholders in
proportion to the shares of Common Stock then held by the holders of the Common
Stock and the shares of Common Stock which the holders then have the right to
acquire upon conversion of the Series B Preferred Stock.

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<PAGE>

            (b) Ratable Distribution. If upon any liquidation, dissolution or
winding up of the Corporation, the net assets of the Corporation to be
distributed among the Holders shall be insufficient to permit payment in full to
the Holders of such Series B Preferred Stock, then all remaining net assets of
the Corporation after the provision for the payment of the Corporation's debts
shall be distributed ratably in proportion to the full amounts to which they
would otherwise be entitled to receive among the Holders.

            (c) Merger, Reorganization or Sale of Assets. For purposes of this
Section 3, (i) any acquisition of the Corporation by means of merger or other
form of corporate reorganization in which outstanding shares of the Corporation
are exchanged for securities or other consideration issued, or caused to be
issued, by the acquiring corporation or its subsidiary (other than a mere
reincorporation transaction) or (ii) a sale of all or substantially all of the
assets of the Corporation, shall be treated as a liquidation, dissolution or
winding up of the Corporation and shall entitle the holders of Series B
Preferred Stock to receive at the closing in cash, securities or other property
amounts as specified in Section 3(a) above. Whenever the distribution provided
for in this Section 3 shall be payable in securities or property other than
cash, the value of such distribution shall be the fair market value of such
securities or other property as determined in good faith by the Board.

            4. Voting Rights. Except as otherwise required under Nevada law, the
Holders of the Series B Preferred Stock shall be entitled to vote at any meeting
of stockholders of the Corporation (or any written actions of stockholders in
lieu of meetings) with respect to any matters presented to the stockholders of
the Corporation for their action or consideration. For the purposes of such
stockholder votes, each share of Series B Preferred Stock shall be entitled to
such number of votes as represented by the number of shares of Common Stock such
share of Series B Preferred Stock would be convertible into at the record date
set for such voting. Notwithstanding the foregoing, so long as any shares of
Series B Preferred Stock remain outstanding, the Corporation shall not, without
first obtaining the approval of the holders of at least a majority of the then
outstanding shares of Series B Preferred Stock (i) alter or change the rights,
preferences or privileges of the Series B Preferred Stock as outlined herein, or
(ii) create any new class of series of capital stock having a preference over
the Series B Preferred Stock as to the payment of dividends or the distribution
of assets upon the occurrence of a Liquidation Event ("Senior Securities"), or
(iii) alter or change the rights, preferences or privileges of any Senior
Securities so as to adversely affect the Series B Preferred Stock.

            5. Dividends. The Holders of the Series B Preferred Stock shall not
be entitled to receive dividends.

            6. No Preemptive Rights. No Holders of the Series B Preferred Stock,
whether now or hereafter authorized, shall, as such Holder, have any preemptive
right whatsoever to purchase, subscribe for or otherwise acquire, stock of any
class of the Corporation nor of any security convertible into, nor of any
warrant, option or right to purchase, subscribe for or otherwise acquire, stock
of any class of the Corporation, whether now or hereafter authorized.

            7. Exclusion of Other Rights. Except as may otherwise be required by
law, the shares of the Series B Preferred Stock shall not have any preferences
or relative, participating, optional or other special rights, other than those
specifically set forth in this

                                      -6-
<PAGE>

resolution (as such resolution may be amended from time to time) and in the
Corporation's Articles of Incorporation, as amended.

            8. Headings of Subdivisions. The headings of the various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

            9. Severability of Provisions. If any right, preference or
limitation of the Series B Preferred Stock set forth in this amended and
restated certificate of designation ("Certificate") (as such Certificate may be
amended from time to time) is invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, all other rights, preferences and
limitations set forth in this Certificate (as so amended) which can be given
effect without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless, remain in full force and effect, and no right,
preference or limitation herein set forth shall be deemed dependent upon any
other such right, preference or limitation unless so expressed herein.

            10. Status of Reacquired Shares. No shares of the Series B Preferred
Stock which have been issued and reacquired in any manner or converted into
Common Stock may be reissued, and all such shares shall be returned to the
status of undesignated shares of preferred stock of the Corporation.

            11. Restrictions and Limitations. So long as any shares of the
Series B Preferred Stock remain outstanding, the Corporation may not, without
the vote or written consent by the holders of a majority of the outstanding
shares of the Series B Preferred Stock, voting as a separate class:

            (a) Effect any sale, license, conveyance, exchange or transfer of
all or substantially all of the assets of the Corporation or take any other
action which will result in the holders of the Corporation's capital stock prior
to the transaction owning less than 50% of the voting power of the Corporation's
capital stock after the transaction; or

            (b) Amend or otherwise change the Corporation's Articles of
Incorporation, bylaws or certificate of designation of any stock; or

            (c) Change the nature of the business of the Corporation or any of
its subsidiaries; or

            (d) Authorize, issue, obligate itself to issue, or agree to the
authorization or issuance by any of the subsidiaries of the Corporation of, any
capital stock or securities convertible into or exercisable for any capital
stock, having a preference over, or being on a parity with, the Series B
Preferred Stock with respect to voting, dividends or upon liquidation other than
the issuance of Common Stock, issuance of the Common Stock upon the conversion
of shares of the Corporation's preferred stock or upon the exercise of any
options or warrants which have been disclosed to the Holder in that certain
Securities Purchase Agreement between the Corporation and the Holder dated as of
even date herewith; or

            (e) [reserved]

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            (f) [reserved]

            (g) [reserved]

            (h) Increase the number of directors on the Board above five; or

            (i) Enter into any transaction with any affiliate (as such term is
used in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended)
of the Corporation or modify any existing agreement or understanding with such
affiliate (except for any transaction with any of its wholly owned, operating
subsidiaries in the ordinary course of business); or

            (j) File a voluntary or involuntary petition that commences a case
under Title 11 of the United States Code (or any successor statutes) with
respect to the Corporation, or consent to the institution of bankruptcy or
insolvency proceedings against it, or file a petition seeking, or consent to,
relief under any applicable federal or state law relating to bankruptcy or
insolvency.

                        (Signature on the following page)

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            IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate to be signed in its name and on its behalf by its President
and Chief Executive Officer and attested to this 11th day of November, 2003.



                                STRONGHOLD TECHNOLOGIES, INC., a
                                    Nevada Corporation



                                By: /s/ Christopher J. Carey
                                    --------------------------------------------
                                    Name: Christopher J. Carey
                                    Title: President and Chief Executive Officer


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