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Exhibit 3.5
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
THE NATIONAL REGISTRY INC.
A Delaware Corporation
The undersigned certify that:
1. They are the President and Secretary, respectively, of The National
Registry Inc., a Delaware corporation.
2. ARTICLE FOUR of the Certificate of Incorporation is amended by replacing
the reference to "26,000,000" with the reference to "51,000,000" and the
reference to "25,000,000" with the reference to "50,000,000."
3. The foregoing Amendment to the Certificate of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing Amendment to the Certificate of Incorporation has been duly
approved by the required vote of stockholders in accordance with Section
242 of the Delaware General Corporation Law. The total number of
outstanding shares of the Corporation as of the record date was 16,771,480.
The number of shares voting in favor of the Amendment equaled or exceeded
the vote required. The percentage vote required was more than 50%.
Dated as of May 20, 1999
/s/ Jeffrey P. Anthony
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Jeffrey P. Anthony
President
/s/ James W. Shepperd
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James W. Shepperd
Secretary
