<PAGE>

                                                                     Exhibit 3.3

                  CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING
                  OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                  QUALIFICATIONS, LIMITATIONS, RESTRICTIONS,
                  AND OTHER DISTINGUISHING CHARACTERISTICS OF
                           SERIES B PREFERRED STOCK

                                      OF

                          THE NATIONAL REGISTRY INC.


It is hereby certified that:

     1. The name of The Company (hereinafter called the "Company") is The
National Registry Inc., a Delaware Corporation.

     2. The articles of incorporation of the Company authorize the issuance of
One Million (1,000,000) shares of Company Preferred Stock, par value $0.01 per
share, and expressly vests in the Board of Directors of the Company and the
authority provided therein to issue any or all of said shares in one or more
Series and by resolution or resolutions to issue one or more series of Preferred
Stock with such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and with such qualifications, limitations or restrictions thereon as the
Board of Directors may determine.

     3. The Board of Directors of the Company, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series B issue of Preferred Stock:

     RESOLVED, that One Thousand Five Hundred (1,500) of the One Million
(1,000,000) authorized shares of Preferred Stock of the Company shall be
designated Series B Preferred Stock, $.01 par value per share, and shall possess
the rights and privileges set forth below:

     Section 1. Designation and Amount. The shares of such series shall be
                ----------------------
designated as "Series B Preferred Stock" (the "Series B Preferred Stock") and
the number of shares constituting the Series B Preferred Stock shall be 1,500.
Such number of shares may be increased or decreased by resolution of the Board
of Directors; provided, that no decrease shall reduce the number of shares of
Series B Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Company convertible into Series B Preferred
Stock.

     Section 2. Rank. The Series B Preferred Stock shall rank: (i) prior to all
                ----
of the Company's Common Stock, par value $0.01 per share ("Common Stock"); (ii)
prior to any class or series of capital stock of the Company hereafter created
specifically ranking by its terms junior to any Series B Preferred Stock of
whatever subdivision (collectively, with the Common Stock "Junior Securities");
(iii) on parity with any class or series of capital stock of the Company
hereafter created specifically ranking by its terms on parity with the Series B
Preferred Stock ("Parity Securities") in each case as to distributions of assets
upon liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary (all such distributions being referred to collectively as
"Distributions"), and (iv) junior to the Series A Preferred Stock and any class
or series of capital stock of the Company which is hereafter created and is
specifically ranked senior to B Preferred Stock ("Senior Securities").

                                       1
<PAGE>

     Section 3. Dividends. The Series B Preferred Stock will bear no dividends,
                ---------
and the holders of the Series B Preferred Stock shall not be entitled
to receive dividends on the Series B Preferred Stock.

     Section 4. Liquidation Preference.
                ----------------------
                   (a) In the event of any liquidation, dissolution or winding
up of the Company, either voluntary or involuntary, the holders of each share of
Series B Preferred Stock shall be entitled to receive, immediately after any
distributions to Senior Securities required by the Company's Certificate of
Incorporation or any certificate of designation of preferences, and prior and in
preference to any distribution to Junior Securities but in parity with any
distribution of Parity Securities, an amount per share equal to the sum of (i)
$10,000 for each such share of Series B Preferred Stock (the "Original Series B
Issue Price") and (ii) an amount equal to 8% of the Original Series B Issue
Price per annum for the period that has passed since the date the escrow agent
first had in its possession, prior to 12:00 noon, New York City time (or later,
if such funds accrue interest in the Company's designated escrow account for
that day or if such funds are disbursed by the designated escrow agent to the
Company that day), funds representing full payment for subscriber's purchase of
such shares (such amount being referred to herein as the "Premium"). If upon the
occurrence of such event, the assets and funds thus distributed among the
holders of the Series B Preferred Stock and Parity Securities shall be
insufficient to permit the payment to such holders of the full preferential
amounts due to the holders of the Series B Preferred Stock and the Parity
Securities, respectively, then the entire assets and funds of the Company
legally available for distribution to the holders of Series B Preferred Stock
and the holders of Parity Securities shall be distributed among the holders of
the Series B Preferred Stock and the Parity Securities, pro rata, based on the
respective liquidation amounts to which each such series of stock is entitled by
the Company's Certificate of Incorporation and any certificate(s) of designation
of preferences.

                   (b) Upon the completion of the distribution required by
subsection 4(a), if assets remain in this Company, they shall be distributed to
holders of Junior Securities in accordance with the Company's Certificate of
Incorporation including any duly adopted certificate(s) of designation of
preferences.

                   (c) A consolidation or merger of the Company with or into any
other corporation or corporations, or a sale, conveyance or disposition of all
or substantially all of the assets of the Company or the effectuation by the
Company of a transaction or series of related transactions in which more than
50% of the voting power of the Company is disposed of, shall not be deemed to be
a liquidation, dissolution or winding up within the meaning of this Section 4,
but shall instead be treated pursuant to Section 5(f) hereof.

     Section 5. Conversion. The record holders of this Series B Preferred Stock
                ----------
shall have conversion rights as follows (the "Conversion Rights"):

                   (a) Right to Convert. Each record holder of Series B
Preferred Stock shall be entitled, at the option of the holder, at the times and
in the amounts set forth below, and, subject to the Company's right of
redemptions et forth in Section 6(a), at the office of the Company or any
transfer agent for the Series B Preferred Stock, to convert all or any portions
of the aggregate number of shares of Series B Preferred Stock held by such
holder into that number of fully-paid and non-assessable shares of Common Stock
at the Conversion Rate as set forth below, as follow:

I.   one-third (the "First 1/3") of the shares of Series B Preferred Stock
issued to such holder is convertible at any time beginning on the later of (i)
45 days following the date of the Last Closing and (ii) the date upon which the
Registration Statement becomes effective (the "Registration

                                       2
<PAGE>

Effective Date'), but is in any event convertible at any time beginning 90 days
following the date of the Last Closing if the Registration Statement has not
then become effective; and

II.  an additional one-third (the "Second 1/3") of the shares of Series B
Preferred Stock issued to such holder is convertible at any time beginning on
the later of (i) 75 days following the date of the Last Closing and (ii) the
Registration Effective Date, but is in any event convertible at any time
beginning 90 days following the date of the Last Closing if the Registration
Statement has not then become effective; and

III. all remaining shares (the Final 1/3") of Series B Preferred Stock issued to
such holder are convertible at any time beginning 105 days following the date of
the Last Closing.

As used herein, the term "Registration Statement" shall mean a shelf
registration statement for the Common Stock issuable upon conversion of the
Series B Preferred Stock under the Securities Act of 1933, as amended (the
"Act"), and the term "Last Closing" shall mean the date of the last closing of a
sale by the Company of any Series B Preferred Stock.

                        (b) Conversion Rate. The shares shall be convertible at
the office of the Company or any transfer agent for the Series B Preferred
Stock, into that number of fully-paid and non-assessable shares of Common Stock
of the Company calculated in accordance with the following formula (the
"Conversion Rate"):

     Number of shares issued upon conversion of one share of Series B Preferred
Stock

                           = [(.08) (N/365) (10,000)] + 10,000
                             ---------------------------------
                                      Conversion Price

                         . N = the number of days between (i) the date that, in
                    connection with the consummation of the purchaser by
                    Subscriber of shares of Series B Preferred Stock from the
                    Company, the escrow agent first had in its possession, prior
                    to 12:00 noon, New York City time (or later, if such funds
                    accrue interest in the Company's designated escrow account
                    for that day or if such funds are disbursed by the
                    designated escrow agent to the Company that day), funds
                    representing full payment for the shares of Series B
                    Preferred Stock for which conversion is being elected, and
                    (ii) the date immediately prior to the applicable Date of
                    Conversion as defined in Section 5(c)(i), and

                         . Conversion Price = the lesser of (x) 100% of the
                    average Closing Bid Price, as defined below, for the five
                    trading days ending on January 19, 1996, which is $2.53 (the
                    "Fixed Conversion Price"), or (y) 85% of the average closing
                    Bid Price, as that term is defined below, of the Company's
                    Common Stock for the five (5) trading days immediately
                    preceding the Date of Conversion (the "Adjustable Conversion
                    Price"). For purposes hereof, the term "Closing Bid Price"
                    shall mean the closing bid price of the Company's Common
                    Stock as reported by NASDAQ Small Cap Market ("NASDAQ") (or,
                    if the Common Stock is not then traded on NASDAQ, as
                    reported by such other exchange or market where traded) or,
                    if the actual Closing Bid Price is not available on any such
                    day on NASDAQ or such other exchange or market where traded,
                    then the Closing Bid Price on the immediately preceding last
                    reported date.

                                       3
<PAGE>

                    The portion of the numerator of the Conversion rate stated
                    as "(0.8) (N/365) (10,000)" equals the Premium.

                    The Company shall have the right, exercisable in its sole
                    discretion, to pay the Premium, in whole or in part, in
                    cash, on or prior to conversion of the Series B Preferred
                    Stock. In the event the Company pays some or all of the
                    Premium in cash prior to conversion, the numerator of the
                    Conversion Rate shall be reduced, dollar for dollar, by the
                    amount of Premium so paid.

                         (c) Mechanics of Conversion. In order to convert Series
B Preferred Stock into full shares of Common Stock, the holder shall (i) fax a
fully executed notice of conversion ("Notice of Conversion") to the Company and
its designated transfer agent (the "Transfer Agent") at its designated office,
which notice shall specify the number of shares of Series B Preferred Stock to
be converted and shall contain a calculation of the Conversion Rate (together
with a copy of the first page of each certificate to be converted) no later than
8:00 p.m., New York City time (the "Conversion Notice Deadline") on the date of
conversion specified in the Notice of Conversion and (ii) surrender the original
certificate or certificates duly endorsed, and the original Notice of
Conversion, to a common courier for overnight or two day (2) day delivery no
later than 8:00 p.m., New York City time the next business day, to the office of
the Company or the Transfer Agent for the Series B Preferred Stock; provided,
however, that neither the Company nor the Transfer Agent shall be obligated to
issue certificates evidencing the shares of Common Stock issuable upon such
conversion unless either the certificates evidencing such Series B Preferred
Stock are delivered to the Company or the Transfer Agent as provided above, or
the holder notifies the Company or its Transfer Agent that such certificates
have been lost, stolen, destroyed or mutilated and complies with Section
5(c)(iv) below. The shareholder's calculation of the Conversion Rate set forth
on the Notice of Conversion shall be conclusive, absent manifest error.

                            (i)   Date of Conversion. The date on which
conversion occurs (the "Date of Conversion") shall be deemed to be the date set
forth in such Notice of Conversion provided (i) that the advance copy of the
Notice of Conversion is faxed to the Company by 8:00 p.m. New York City time, on
the Date of Conversion, and (ii) that the original certificates representing the
Series B Preferred Stock to be converted are surrendered to a common courier for
overnight or two (2) day delivery and received by the Transfer Agent or the
Company within five business days thereafter. If the original shares of Series B
Preferred Stock to be converted are not received by the Transfer Agent or the
Company within five business days after the Date of Conversion, then the Notice
of Conversion, at the Company's option, may be declared null and void and of no
further effect and any shares of Common Stock issued upon a conversion of Series
B Preferred Stock pursuant to such Notice of Conversion may, at the Company's
option, be declared null and void and treated as not have been issued.

                            (ii)  Issuance of Common Stock Within Five (5)
Business Days; Payments. Upon receipt of the original certificates representing
the Series B Preferred Stock, Company shall issue the appropriate number of
shares of Common Stock no later than three (3) business days thereafter. If
Company fails to issue such Common Stock within five (5) business days from the
date of receipt of original certificates representing the Series B Preferred
Stock, Company shall be subject to the following payments:

                                       4
<PAGE>

<TABLE>
<CAPTION>

Number of Business Days After Receipt of Series B Preferred Stock                   Payment
-----------------------------------------------------------------                   -------
                                     <S>                          <C>
                                        1                                           $  500
                                        2                                           $1,000
                                        3                                           $1,500
                                        4                                           $2,000
                                        5                                           $2,500
                                        6                                           $3,000
                                        7                                           $3,500
                                        8                                           $4,000
                                        9                                           $4,500
                                       10                                           $5,000
                                       10>                           Additional $1,000/day
</TABLE>

To the extent that the failure of the Company to issue the Common Stock pursuant
to this Section 5 is due to the unavailability of authorized by unissued shares
of Common Stock, the provisions of this Section 5(c)(ii) shall not apply but
instead the provisions of Section 5(d)(i) shall apply.

The Company shall pay any payments incurred under this Section 5(c)(ii)
in-immediately available funds within 7 business days from the date of issuance
of the applicable Common Stock. Nothing herein shall limit a shareholder's
rights to pursue actual damages for the Company's failure to issue and deliver
shares of Common Stock to the shareholder in accordance with the terms of the
Certificate of Designation.

                            (iii) No Fractional Shares. If any conversion of the
Series B Preferred Stock would create a fractional share of Common Stock or a
right to acquire a fractional share of Common Stock, such fractional share shall
be disregarded and the number of shares of Common Stock issuable upon conversion
shall, on an aggregate basis, be rounded to the nearest number of shares.

                            (iv)  Lost or Stolen Certificates. Within three (3)
business days after receipt by the Company of evidence of the loss, theft,
destruction or mutilation of a certificate or certificates representing the
Series B Preferred Stock, and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Company and the Transfer
Agent, and upon surrender and cancellation of the Series B Preferred Stock(s),
if mutilated, the Company shall execute and deliver new Series B Preferred
Stock(s) of like tenor and date. Company shall not be required to deliver new
Series B Preferred Stock if the request for replacement is made
contemporaneously with the conversion or redemption of a holder's Series B
Preferred Stock.

                            (v)   Record Holders. 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.

               (d) Reservation of Stock Issuable Upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the Series B Preferred Stock, such number of its shares of Common Stock as shall
from time to time be issuable upon the conversion of all then outstanding Series
B Preferred Stock; and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to issue all shares of Common
Stock issuable upon the conversion of all then outstanding Series B Preferred
Stock, the Company will as soon as practicable take such corporate action as may
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose.

                                       5
<PAGE>

                            (i)  Failure to Reserve Authorized but Unissued
Common. If, at the time any holder of Series B Preferred Stock requests
conversion pursuant to a Notice of Conversion under this Section 5, the Company
does not have sufficient authorized but unissued shares of Common Stock
available to effect the conversion of the Series B Preferred Stock which is the
subject of such Notice of Conversion (a "Conversion Default"), then, beginning
on the 60th day after the applicable Date of Conversion and with respect to the
shares of Series B Preferred Stock requested to be converted but not converted,
and ending on the date of actual conversion of such unconverted Series B
Preferred Stock and issuance of Common Stock therefore, the Premium shall be
increased by a factor of two percent per 30-day period, (24% annually) accrued
daily.

               (e) Automatic Conversion Upon Maturity. Each share of Series B
Preferred Stock that remains issued and outstanding on January 19, 1999 (the
"Maturity Date") automatically shall be converted into common Stock on the
Maturity Date at the Conversion Rate in effect as of the Maturity calculated in
accordance with the formula in Section 5(b) above, and the Maturity Date shall
be deemed the Date of Conversion.

               (f) Adjustment to Conversion Price.

                            (i)   Adjustment Due to Stock Split, Stock Dividend,
Etc. If at any time when shares of Series B Preferred Stock are issued and
outstanding, the number of outstanding shares of Common Stock is increased by a
stock split, stock dividend, or other similar event, the Fixed Conversion Price
shall be proportionately reduced, or if the number of outstanding shares of
Common Stock is decreased by a combination or reclassification of shares, or
other similar event, the Fixed Conversion Price shall be proportionately
increased.

                            (ii)  Adjustment to Adjustable Conversion Price. If,
at any time when shares of Series B Preferred Stock are issued and outstanding,
the number of outstanding shares of Common Stock is increased or decreased by a
stock split, stock dividend, or other similar event, which event shall have
taken place during the reference period for determination of the Conversion
Price for any conversion of Series B Preferred Stock, then the Adjustable
Conversion Price shall be calculated giving appropriate effect to the stock
split, stock dividend, combination, reclassification or other similar event for
all five trading days immediately preceding the Date of Conversion.

                            (iii) Adjustment Due to Merger, Consolidation, Etc.
If at any time when shares of Series B Preferred Stock are issued and
outstanding, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock of the Company shall be changed into the same or a
different number of shares of another class or classes of stock or securities of
the Company or another entity, then the holders of Series B Preferred Stock
shall thereafter have the right to receive upon conversion of Series B Preferred
Stock, upon the basis and upon the terms and conditions specified herein and in
lieu of the shares of Common Stock immediately theretofore issuable upon
conversion, such shares of stock and/or securities which the holder would have
been entitled to receive in such transaction had the Series B Preferred Stock
been converted immediately prior to such transaction, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the holders of the Series B Preferred Stock to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the
Series B Preferred Stock) shall thereafter be applicable, as nearly as may be
practicable in relation to any share of stock or securities thereafter
deliverable upon the exercise hereof. The Company shall not effect any
transaction described in this subsection 5(f)(iii) unless the resulting
successor or acquiring entity (if not the Company) assumes by written instrument
the obligation of this Section 5(f)(iii).

                                       6
<PAGE>

     Section 6. Redemption by Company.
                ---------------------

               (a) Company's Right to Redeem upon Receipt of Notice of
Conversion. If the Closing Bid Price of the Company's Common Stock is less than
the Fixed Conversion Price (as defined in Section 5(b)), at the time of receipt
of a Notice of Conversion pursuant to Section 5, the Company shall have the
right, in its sole discretion, to redeem in whole or in part any Series B
Preferred Stock submitted for conversion, immediately prior to and in lieu of
conversion ("Redemption Upon Receipt of Notice of Conversion"). If the Company
elects to redeem some, but not all, of the Series B Preferred Stock submitted
for conversion, the Company shall redeem from among the Series B Preferred Stock
submitted by the various shareholders for conversion on the applicable date, a
pro-rata amount from each such holder so submitting Series B Preferred Stock for
conversion.

                            (i)   Redemption Price. The redemption price per
share of the Series B Preferred Stock for a redemption under this Section 6(a)
shall be the applicable Conversion Rate calculated in accordance with the
following formula:

[[(.08) (N/365) (10,000)] + 10,000] x Closing Bid Price on Date of Conversion
                                      ---------------------------------------
                                                   Conversion Price

     For the purposes of the above formula, "N," "Closing Bid Price," and
"Conversion Price" and shall have the meanings set forth in Section 5; and the
Premium amount [(.08) (N/365) (10,000)] shall be reduced dollar for dollar, by
any amount of Premium paid in cash prior to the redemption date.

                            (ii)  Mechanics of Redemption Upon Receipt of
Notice of Conversion. The Company shall effect each such redemption by giving
notice of its election to redeem, by facsimile within 1 business day following
receipt of a Notice of Conversion from a holder, with Company to provide a copy
of such redemption notice by 2-day courier, to (A) the holder of Series B
Preferred Stock submitted for conversion at the address and facsimile number of
such holder appearing in the Company's register for the Series B Preferred Stock
and (B) the Company's Transfer Agent. Such redemption notice shall indicate
whether the Company will redeem all or part of the Series B Preferred Stock
submitted for conversion and the applicable redemption price.

                            (iii) Company must have Immediately Available
Funds or Credit Facilities: The Company shall not be entitled to send any such
notice of redemption and begin the redemption procedure under this Section 6(a)
unless it has:

               (1) the full amount of the redemption price, in cash, available
in a demand or other immediately available account in a bank or similar
financial institution, or

               (2) immediately available credit facilities, in the full amount
of the redemption price, with a bank or similar financial, or

               (3) a combination of the items set forth in (1) and (2) above,
aggregating the full amount of the redemption price.

               (b) Company's Right to Redeem at its Election. At any time,
commencing six (6) months after the Last Closing, the Company shall have the
right, in its sole discretion, to redeem ("Redemption at Company's Election"),
from time to time, any or all of the Series B Preferred Stock; provided that the
Company shall only be entitled to redeem Series B Preferred Stock in increments
having an aggregate Stated Value (as defined below) of at least One and One-Half
Million Dollars ($1,500,000) on the first such redemption. If the Company elects
to redeem some,

                                       7
<PAGE>

but not all, of the Series B Preferred Stock, the Company shall redeem a
pro-rata amount from each holder of Series B Preferred Stock.

                            (i)  Redemption Price. The "Redemption Price At
Company's Election" shall be calculated as a percentage of Stated Value, as that
term is defined below, of the Series B Preferred Stock redeemed pursuant to this
Section 6(b), which percentage shall vary depending on the date of delivery of
the notice of Redemption at Company's Election, and shall be determined as
follows:

<TABLE>
<CAPTION>
Date of Delivery of Notice of Redemption at Company's Election               % of Stated Value
--------------------------------------------------------------               -----------------
<S>                                                                              <C>
 6 months and 1 day to 12 months following Last Closing Date                         125%
12 months and 1 day to 18 months following Last Closing Date                         120%
18 months and 1 day to 24 months following Last Closing Date                         115%
24 months and 1 day to 30 months following Last Closing Date                         110%
30 months and 1 day to 36 months following Last Closing Date                         105%
</TABLE>

     For purposes hereof, "Stated Value" shall mean the original principal
amount of the Series B Preferred Stock being redeemed pursuant to this Section
6(b), together with the unpaid Premium as of the Effective Date of Redemption At
Company's Election.

                            (ii)  Mechanics of Redemption at Company's
Election. The Company shall effect each such redemption by giving at least 30
days prior written notice ("Notice of Redemption At Company's Election") to (A)
the holders of Series B Preferred Stock selected for redemption, at the address
and facsimile number of such holder appearing in the Company's register for the
Series B Preferred Stock and (B) the Transfer Agent, which Notice of Redemption
At Company's Election shall be deemed to have been delivered three (3) business
days after the Company's mailing (by overnight courier, with a copy by
facsimile) of such Notice of Redemption At Company's Election. Such Notice of
Redemption At Company's Election shall indicate the number of shares of holder's
Series B Preferred Stock that have been selected for redemption, the date which
such redemption is to become effective (the "Date of Redemption At Company's
Election") and the applicable Redemption Price At Company's Election, as defined
in (b)(i) above.

                            (iii) Company Must Have Immediately Available Funds
or Credit Facilities. The Company shall not be entitled to send any Redemption
Notice and begin the redemption procedure under this Section 6(b) unless it has:

               (1) the full amount of the Redemption Price At Company's
Election, in cash, available in a demand or other immediately available account
in a bank or similar financial institution; or

               (2) immediately available credit facilities, in the full amount
of the Redemption At Company's Election with a bank or similar financial
institution, or

               (3) a combination of the items set forth in (1) and (2) above,
aggregating the full amount of the Redemption Price At Company's Election.

               (c) Payment of Redemption Price. Each holder submitting stock
being redeemed under this Section 6 shall send their certificates representing
the stock so redeemed to the Company or its Transfer Agent, and the Company
shall pay the redemption price to that holder within ten (10) business days of
the date of such receipt of the certificates. The Company shall not be obligated
to deliver the redemption price unless the certificates representing the Series
B Preferred Stock so redeemed are delivered to the Company or its Transfer
Agent, or, in the event one or more certificates have been lost, stolen,
mutilated or destroyed, the holder has complied with Section 5(c)(iv).

                                       8
<PAGE>

     Section 7. Holder's Right to Advance Notice of Company's Election to
                ---------------------------------------------------------
Redeem.
------

               (a) Holder's Right to Elect to Receive Notice of Cash Redemption
by Company. Holder shall have the right to require Company to provide advance
notice stating whether Company will elect to redeem holder's Series B Preferred
Stock in cash, pursuant to Company's redemption rights discussed in Sections
6(a) above.

               (b) Mechanics of Holder's Election Notice. Holder may submit his
Notice of Conversion with a notation that it is submitted pursuant to this
Section 7 for advance notice of the Company's election. Such Notice of
Conversion shall state that the holder desires to submit a specific number of
shares of Series B Preferred Stock for conversion on a specific date (at least
two but no more than five business days from the date of the Conversion Notice),
and shall also specify whether the holder would prefer to receive Common Stock
on conversion, or have its shares redeemed for cash by the Company in accordance
with Section 6(a).

               (c) Company's Response. Company must respond by the close of
business on the next business day following receipt of holder's Notice of
Conversion pursuant to this Section 7: (1) via facsimile and (2) via two-day
courier. If Company does not respond to holder within one business day via
facsimile and two-day courier, Company shall be required to issue to holder the
applicable share of Common Stock upon holder's conversion within the subsequent
five day period. If Company does not respond to holder by the close of business
on the next business day following receipt of holder's Notice of Conversion via
facsimile, Company shall be deemed to have forfeited its right to exercise
redemption pursuant to Section 6(a) upon its receipt of (but only with respect
to) a Notice of Conversion that (i) specifies a Date of Conversion that is at
least 2 but not more than 5 business days from the date the Notice of Conversion
was given and (ii) seeks to convert Series B Preferred Stock in principal amount
equal to that specified in the Notice of Conversion.

               (d) Performance of Holder's Election. If the Company notifies the
holder that it will treat the holder's Notice of Conversion request as the
holder has stated it prefers in such Notice of Conversion, then the holder shall
be obligated to submit the shares of Series B Preferred Stock designated in the
Notice of Conversion for the conversion or redemption. If the Company notifies
the holder that the Company will not treat the holder's conversion request in
the manner the holder stated in such Notice of Conversion as his preference, the
holder shall not be obligated to submit the shares of Series B Preferred Stock
referred to in such Notice of Conversion.

     Section 8. Status of Converted or Redeemed Stock. Upon conversion of or
                -------------------------------------
redemption of the Series B Preferred Stock (in whole or in part) the Series B
Preferred Stock so converted or redeemed shall no longer be deemed to be
outstanding and all rights with respect thereto, except only the right of the
holder of Series B Preferred Stock to receive shares of Common Stock upon such
conversion, or cash payment of the applicable redemption price upon such
redemption, shall terminate, and the shares of Series B Preferred Stock so
converted or redeemed shall be canceled. The converted or redeemed shares so
canceled shall return to the status of authorized but unissued Preferred Stock
of no designated series.

     Section 9. Protective Provisions. So long as shares of Series B Preferred
                ---------------------
Stock are outstanding, the Company may not waive or amend any term of this
Certificate of Designation without first obtaining the approval (by vote or
written consent) of the holders of 75% of the then outstanding Series B
Preferred Stock. Any holder of Series B Preferred Stock who does not consent to
the proposed amendment or waiver of this Certificate of Designation shall have
the right to convert to Common Stock at the then effective Conversion Rate, and
the limitations of Section 5(a) regarding conversion prior to 45, 75 and 105
days shall be of no further force or effect with respect to such holder.

                                       9
<PAGE>

     Section 10. Voting Rights. The holders of Series B Preferred Stock shall
                 -------------
have no voting rights except as otherwise provided by Section 9 above, and
except to the extent that under Delaware General Corporation Law the holders of
the Series B Preferred Stock are entitled to vote on a matter with holders of
Common Stock, voting together as one class, each share of Series B Preferred
Stock shall be entitled to a number of votes equal to the number of shares of
Common Stock into which it is then convertible using the record date for the
taking of such vote of stockholders as the date as of which the Conversion Price
is calculated. Holders of the Series B Preferred Stock shall be entitled to
notice of all stockholders meetings or written consents with respect to which
they would be entitled to vote, which notice would be provided pursuant to
Company's by-laws and applicable statutes.

     Section 11. Preference Rights. Nothing contained herein shall be construed
                 -----------------
to prevent the Board of Directors of the Company from issuing one or more series
of Preferred Stock with dividend and/or liquidation preferences junior to the
dividend, liquidation and other preferences of the Series B Preferred Stock.

     Section 12. Governing Law. This Certificate of Designation shall be
                 -------------
governed by and construed in accordance with the laws of the State of Delaware,
U.S.A. without giving effect to the principles of conflicts of laws, except for
matters arising under the Act or the Securities Exchange Act of 1934, as
amended, which matters shall be governed by and construed in accordance with
such laws.

     Section 13. Business Day Definition. For purposes hereof, the term
                 -----------------------
"business day" shall mean any day on which banks are generally open for business
in the State of New York, USA and excluding any Saturday and Sunday.

     Section 14. Notices. Any notice or other communication required or
                 -------
permitted to be given hereunder shall be given as provided herein or delivered
against receipt if to (i) the Company at 11831 30th Court North, St. Petersburg,
FL 33716, Telephone NO. (813) 573-3353, Telecopy No. (813) 573-1619 and (ii) the
holder of this Certificate of Designation, to such holder at its last address as
shown on the Series B Preferred Stock Register (or to such other address as the
party shall have furnished in writing as its new address to be entered on the
Series B Preferred Stock Register (which address must include a telecopy number)
in accordance with the provisions of this Section 14). Any notice or other
communication needs to be made by facsimile and delivery shall be deemed given,
except as otherwise required herein, at the time of transmission of said
facsimile. Any notice given on a day that is not a business day shall be
effective upon the next business day.

     Section 15. Waiver of any Breach to be in Writing. Any waiver by the
                 -------------------------------------
Company or he holder hereof of a breach of any provision of the Certificate of
Designation shall not operate as, or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of the
Certificate of Designation. The failure of the Company or the holder hereof to
insist upon strict adherence to any term of the Certificate of Designation on
one or more occasions shall not be considered a waiver or deprive that party of
the right thereafter to insist upon strict adherence to that term or any other
term of the Certificate of Designation. Any waiver must be in writing.

     Section 16. Unenforceable Provisions. If any provision of this Certificate
                 ------------------------
of Designation is invalid, illegal or unenforceable, the balance of this
Certificate of Designation shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.

                                       10
<PAGE>

     FURTHER RESOLVED, that the statements contained in the foregoing
resolutions creating and designating the said Series B Preferred Stock and
fixing the number, powers, preferences and relative, optional, participating,
and other special rights and the qualifications, limitations, restrictions, and
other distinguishing characteristics thereof shall, upon the effective date of
said Series, be deemed to be included in and be a part of the certificate of
incorporation of the Company pursuant to the provisions of the Delaware General
Corporation Law.

Signed on January 22, 1996
                  --



                                      /s/
                            --------------------------------------
                            John Gustafson, President




Attest:



                 /s/
--------------------------------------
Steven Price, Assistant Secretary


                     [See Exhibit "A"; Notice of Conversion]

                                       11
<PAGE>

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                in order to Convert the Series B Preferred Stock)

The undersigned hereby irrevocably elects to convert _________ shares of Series
B Preferred Stock, represented by stock certificate No(s). ____________ (the
"Preferred Stock Certificates") into shares of common stock ("Common Stock") of
The National Registry Inc. (the "Company") according to the conditions of the
Certificate of Designation of Series B Preferred Stock, as of the date written
below. If shares are to be issued in the name of a person other than
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates. No fee will be charged to
the holder for any conversion, except for transfer taxes, if any.

If this is an Advanced Notice of Conversion pursuant to Section 7, the
undersigned prefers:

                  Conversion into Common Stock       _________
                                                              (Initial)


                  Redemption at Conversion Price     _________
                                                              (Initial)

The undersigned represents and warrants that all offers and sales by the
undersigned of the shares of Common Stock issuable to the undersigned upon
conversion of the share of Series B Preferred Stock represented by the Series B
Preferred Stock Certificates shall be made pursuant to and subject to provisions
or Regulation S, pursuant to registration of the Common Stock under the
Securities Act or 1933, as amended (the "Act") or pursuant to an exemption from
registration under the Act.

Conversion Calculations:
                                         -----------------------------------
                                         Date of Conversion

                                         -----------------------------------
                                         Applicable Conversion Price

                                         -----------------------------------
                                         Signature

                                         -----------------------------------
                                         Name

                                         Address:

                                         -----------------------------------

                                         -----------------------------------

*No shares of Common Stock will be issued until the original Preferred Stock
Certificate(s) to be converted and the Notice of Conversion are received by the
Company or the Company's transfer agent (the "Transfer Agent") as required by
the Certificate of Designation of the Series B Preferred Stock. The original
certificate(s) representing the Series B Preferred Stock to be converted and the
Notice of Conversion must be received by the Company or Transfer Agent by the
fifth business day following the Date of Conversion, or such Notice of
Conversion may, at the Company's option, be declared null and void and of no
further effect.

                                       12