<PAGE>

                                                            EXHIBIT 4.2

                                                 FEDERAL IDENTIFICATION
                                                         NO. 04-2795294

                   THE COMMONWEALTH OF MASSACHUSETTS

                        WILLIAM FRANCIS GALVIN
                     SECRETARY OF THE COMMONWEALTH
         ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108-1512

                      CERTIFICATE OF CORRECTION
              (GENERAL LAWS, CHAPTER 156B, SECTION 6A)

1. Exact name of corporation: PRECISION OPTICS CORPORATION, INC.

2. Document to be corrected: ARTICLES OF AMENDMENT

3. The above mentioned document was filed with the Secretary of the
   Commonwealth on November 22, 1999.

4. Please state the inaccuracy or defect in said document:

   Said Articles of Amendment were filed on behalf of the corporation
   changing the number of authorized shares of common stock from 10,000,000
   shares, no par value to 20,000,000 shares, no par value. The 20,000,000
   shares of common stock should have a par value of $0.01.

5. Please state corrected version of the document:

   The corporation is authorized to issue 20,000,000 shares of common stock,
   with par value of $0.01.



NOTE: THIS CORRECTION SHOULD BE SIGNED BY THE PERSON(S) REQUIRED BY LAW TO
SIGN THE ORIGINAL DOCUMENT.

SIGNED UNDER THE PENALTIES OF PERJURY, this 14th day of January, 2000.

/s/ Richard Forkey, *President,
-------------------

/s/ Jack P. Dreimiller, *Clerk.
-----------------------
*DELETE THE INAPPLICABLE WORDS

NOTE: IF THE INACCURACY OR DEFECTS TO BE CORRECTED IS NOT APPARENT ON THE
FACE OF THE DOCUMENT, MINUTES OF THE MEETING SUBSTANTIATING THE ERROR MUST BE
FILED WITH THE CERTIFICATE. ADDITIONAL INFORMATION MAY BE PROVIDED ON
SEPARATE 8 1/2 X 11 SHEETS OF WHITE PAPER WITH A LEFT MARGIN OF AT LEAST 1
INCH.

<PAGE>

                                                          FEDERAL IDENTIFICATION
                                                                  NO. 04-2795294

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

We, RICHARD E. FORKEY, PRESIDENT
    ----------------------------------------------------------------------------

and JACK P. DREIMILLER
    ----------------------------------------------------------------------------

of PRECISION OPTICS CORPORATION, INC.
   -----------------------------------------------------------------------------

located at 22 EAST BROADWAY, GARDNER, MASSACHUSETTS 01440
           ---------------------------------------------------------------------

certify that these Articles of Amendment affecting articles numbered: III
                                                                      ----------

of the Articles of Organization were duly adopted at a meeting held on

NOVEMBER 9, 1999, by vote of: 7,205,181 shares of COMMON of 7,687,595 shares

outstanding, being at least two-thirds of each type, class or series outstanding

and entitled to vote thereon and of each type, class or series of stock whose

rights are adversely affected thereby.


<PAGE>



To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:

The total PRESENTLY authorized is:

<TABLE>
<CAPTION>

WITHOUT PAR VALUE STOCKS                      WITH PAR VALUE STOCKS
TYPE         NUMBER OF SHARES     TYPE        NUMBER OF SHARES    PAR VALUE
<S>          <C>                  <C>         <C>                 <C>

Common:      10,000,000           Common:

Preferred:                        Preferred:
</TABLE>

CHANGE the total authorized to:

<TABLE>
<CAPTION>

WITHOUT PAR VALUE STOCKS                      WITH PAR VALUE STOCKS
TYPE       NUMBER OF SHARES      TYPE         NUMBER OF SHARES   PAR VALUE
<S>        <C>                   <C>          <C>                <C>
Common:    20,000,000            Common:

Preferred:                       Preferred:
</TABLE>


<PAGE>


      The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a LATER effective date not more than THIRTY DAYS after such filing,
in which event the amendment will become effective on such later date.

Later effective date:
                     ------------------------

SIGNED UNDER THE PENALTIES OF PERJURY, this 16TH day of NOVEMBER, 1999
                                                        --------------

  /s/    RICHARD E. FORKEY                                           , President
---------------------------------------------------------------------

 /s/     JACK P. DREIMILLER                                          , Clerk
---------------------------------------------------------------------


<PAGE>


FORM CD-72-30M-4/86-808881

                        THE COMMONWEALTH OF MASSACHUSETTS
                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108


                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2795294

                              ARTICLES OF AMENDMENT

                     General Laws, Chapter 156B, Section 72

                  This certificate must be submitted to the Secretary of the
                  Commonwealth within sixty days after the date of the vote of
                  stockholders adopting the amendment. The fee for filing this
                  certificate is prescribed by General Laws, Chapter 156B,
                  Section 114. Make check payable to the Commonwealth of
                  Massachusetts.

      I, Richard Forkey, President and Clerk of

                       PRECISION OPTICS CORPORATION, INC.
--------------------------------------------------------------------------------

located at               22 EAST BROADWAY, GARDNER, MA
          ----------------------------------------------------------------------

do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted by unanimous written consent of the
stockholders dated June 21, 1990.


<PAGE>


TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:

The total presently authorized is:

<TABLE>
<CAPTION>

                                  NO PAR VALUE                 WITH PAR VALUE                  PAR
      KIND OF STOCK             NUMBER OF SHARES              NUMBER OF SHARES                VALUE
<S>                             <C>                              <C>                          <C>

         COMMON                                                  200,000                      $.01

        PREFERRED
</TABLE>

CHANGE the total to:

<TABLE>
<CAPTION>

                                  NO PAR VALUE                 WITH PAR VALUE                   PAR
      KIND OF STOCK             NUMBER OF SHARES              NUMBER OF SHARES                 VALUE
<S>                             <C>                              <C>                          <C>
         COMMON                                                  10,000,000                   $.01

        PREFERRED
</TABLE>


<PAGE>



VOTED:   That the Articles of Organization of the Corporation be and hereby are
         amended as follows: (a) under Article 2, to add to the Corporation's
         purposes the following business activities: "To carry on any
         manufacturing, mercantile, selling, management, service, or other
         business, operation, or activity which may be lawfully carried on by a
         corporation organized under the Business Corporation Law of The
         Commonwealth of Massachusetts, whether or not related to those referred
         to in the foregoing paragraph"; (b) under Article 3, to change the
         200,000 shares of Common Stock, par value $0.01 per share, currently
         authorized, of which 100,000 shares are outstanding, into 4,300,000
         shares of Common Stock, par value $0.01 per share, of which 2,150,000
         shall be outstanding, and to increase the number of shares of Common
         Stock, par value $0.01 per share, that the Corporation is authorized to
         issue to 10,000,000 shares; (c) under Article 5, to delete in their
         entirety the restrictions imposed upon the transfer of shares of stock
         of any class of stock under Article 5 of the Articles of Organization;
         and (d) under Article 6, to add to the Corporation's other lawful
         provisions the provisions enumerated in Exhibit B to this Consent;

                              (Exhibit B Attached)

      The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 25th day of June, in the year 1990.

         /s/        RICHARD E. FORKEY                               , President
---------------------------------------------------------------------

         /s/        EDWARD BENJAMIN                                 , Clerk
---------------------------------------------------------------------


<PAGE>


                                                                       EXHIBIT B

      6.1. The corporation may carry on any business, operation, or activity
referred to in Article 2 to the same extent as might an individual, whether as
principal, agent, contractor or otherwise, and either alone or in conjunction
with or in a joint venture or other arrangement with any corporation,
association, trust, firm, or individual.

      6.2. The corporation may carry on any business, operation or activity
through a wholly or partly owned subsidiary.

      6.3. The corporation may be a partner in any business enterprise which it
would have power to conduct by itself.

      6.4. The directors may make, amend, or repeal the by-laws in whole or in
part, except with respect to any provision thereof which by law or the by-laws
requires action by the stockholders.

      6.5. Meetings of the stockholders may be held anywhere in the United
States.

      6.6. Except as otherwise provided by law, no stockholder shall have any
right to examine any property or any books, accounts, or other writings of the
corporation if there is reasonable ground for belief that such examination will
for any reason be adverse to the interests of the corporation, and a vote of the
directors refusing permission to make such examination and setting forth that in
the opinion of the directors such examination would be adverse to the interests
of the corporation shall be prima facie evidence that such examination would be
adverse to the interests of the corporation. Every such examination shall be
subject to such reasonable regulations as the directors may establish in regard
thereto.

      6.7. The directors may specify the manner in which the accounts of the
corporation shall be kept and may determine what constitutes net earnings,
profits, and surplus, what amounts, if any, shall be reserved for any corporate
purpose, and what amounts, if any, shall be declared as dividends. Unless the
board of directors otherwise specifies, the excess of the consideration for any
share of its capital stock with par value issued by it over such par value shall
be surplus. The board of directors may allocate to capital stock less than all
of the consideration for any share of its capital stock without par value issued
by it, in which case the balance of such consideration shall be surplus. All
surplus shall be available for any corporate purpose, including the payment of
dividends.

      6.8. The purchase or other acquisition or retention by the corporation of
shares of its own capital stock shall not be deemed a reduction of its capital
stock. Upon any reduction of capital or capital stock, no stockholder shall have
any right to demand any


<PAGE>



distribution from the corporation, except as and to the extent that the
stockholders shall have provided at the time of authorizing such reduction.

      6.9. The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office by reason
of any interest. In the absence of fraud, any director, officer, or stockholder
of this corporation individually, or any individual having any interest in any
concerning which is a stockholder of this corporation, or any concern in which
any of such directors, officers, stockholders, or individuals has any interest,
may be a party to, or may be pecuniarily or otherwise interested in, any
contract, transaction, or other act of the corporation, and

      (1)     such contract, transaction, or act shall not be in any way
              invalidated or otherwise affected by that fact;

      (2)     no such director, officer, stockholder, or individual shall be
              liable to account to the corporation for any profit or benefit
              realized through any such contract, transaction, or act; and

      (3)     any such director of the corporation may be counted in determining
              the existence the existence of a quorum at any meeting of the
              directors or of any committee thereof which shall authorize any
              such contract, transaction, or act, and may vote to authorize the
              same;

provided, however, that any contract, transaction, or act in which any director
or officer of the corporation is so interested individually or as a director,
officer, trustee, or member of any concern which is not a subsidiary or
affiliate of the corporation, or in which any directors or officers are so
interested as holders, collectively, of a majority of shares of capital stock or
other beneficial interest at the time outstanding in any concern which is not a
subsidiary or affiliate of the corporation, shall be duly authorized or ratified
by a majority of the directors who are not so interested, to whom the nature of
such interest has been disclosed and who have made any findings required by law;

      the term "interest" including personal interest and interest as a
      director, officer, stockholder, shareholder, trustee, member, or
      beneficiary of any concern;

      the term "concern" meaning any corporation, association, trust,
      partnership, firm, person, or other entity other than the corporation; and

      the phrase "subsidiary or affiliate" meaning a concern in which a majority
      of the directors, trustees, partners, or controlling persons is elected or
      appointed by the directors of the corporation, or is constituted of the
      directors or officers of the corporation.


<PAGE>



To the extent permitted by law, the authorizing or ratifying vote of the holders
of shares representing a majority of the votes of the capital stock of the
corporation outstanding and entitled to vote for the election of directors at
any annual meeting or a special meeting duly called for the purpose (whether
such vote is passed before or after judgment rendered in a suit with respect to
such contract, transaction, or act) shall validate any contract, transaction, or
act of the corporation, or of the board of directors or any committee thereof,
with regard to all stockholders of the corporation, whether or not of record at
the time of such vote, and with regard to all creditors and other claimants
under the corporation; provided, however, that

      A.      with respect to the authorization or ratification of contracts,
              transactions, or acts in which any of the directors, officers, or
              stockholders of the corporation have an interest, the nature of
              such contracts, transactions, or acts and the interest of any
              director, officer, or stockholder therein shall be summarized in
              the notice of any such annual or special meeting, or in a
              statement or letter accompanying such notice, and shall be fully
              disclosed at any such meeting;

      B.      the stockholders so voting shall have made any findings required
              by law;

      C.      the stockholders so interested may vote at any such meeting except
              to the extent otherwise provided by law; and

      D.      any failure of the stockholders to authorize or ratify such
              contract, transaction, or act shall not be deemed in any way to
              invalidate the same or to deprive the corporation, its directors,
              officers or employees of its or their right to proceed with or
              enforce such contract, transaction, or act.

If the corporation has more than one class or series of capital stock
outstanding, the vote required by this paragraph shall be governed by the
provisions of the Articles of Organization applicable to such classes or series.

No contract, transaction, or act shall be avoided by reason of any provision of
this paragraph 6.9 which would be valid but for such provision or provisions.

      6.10. A director of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the Massachusetts Business Corporation Law as in effect at the time such
liability is determined. No amendment or repeal of this paragraph 6.10 shall
apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.


<PAGE>



      6.11. The corporation shall have all powers granted to corporations by the
laws of The Commonwealth of Massachusetts, provided that no such power shall
include any activity inconsistent with the Business Corporation Law or the
general laws of said Commonwealth


<PAGE>



                        THE COMMONWEALTH OF MASSACHUSETTS
                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2795294

                              ARTICLES OF AMENDMENT

                     General Laws, Chapter 156B, Section 72

              This certificate must be submitted to the Secretary of the
              Commonwealth within sixty days after the date of the vote of
              stockholders adopting the amendment. The fee for filing this
              certificate is prescribed by General Laws, Chapter 156B, Section
              114. Make check payable to the Commonwealth of Massachusetts.

We, Richard E. Forkey, President and
       Richard E. Forkey, Clerk of

                       PRECISION OPTICS CORPORATION, INC.
--------------------------------------------------------------------------------

located at               22 EAST BROADWAY, GARDNER, MA 01440
           ---------------------------------------------------------------------

do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted by unanimous written consent on May 25,
1989, by vote of

100 shares of COMMON STOCK out of 100 shares outstanding, being at least a
majority of each class outstanding and entitled to vote therein.


<PAGE>



TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:

The total presently authorized is:

<TABLE>
<CAPTION>

                                  NO PAR VALUE                 WITH PAR VALUE                   PAR
      KIND OF STOCK             NUMBER OF SHARES              NUMBER OF SHARES                 VALUE
<S>                                 <C>                       <C>                              <C>

         COMMON                     100

        PREFERRED
</TABLE>


CHANGE the total to:

<TABLE>
<CAPTION>

                                  NO PAR VALUE                 WITH PAR VALUE                   PAR
      KIND OF STOCK             NUMBER OF SHARES              NUMBER OF SHARES                 VALUE
<S>                                 <C>                            <C>                         <C>
         COMMON                                                    200,000                     $0.01

        PREFERRED
</TABLE>


<PAGE>



VOTED:        That the Articles of Organization of the Corporation be and hereby
              are amended to change the 100 shares of Common Stock, no par value
              per share, currently authorized, of which 100 shares are
              outstanding, into 100,000 shares of Common Stock, $0.01 per share,
              of which 100,000 shares shall be outstanding, and to increase the
              number of shares of Common Stock, par value $0.01 per share, that
              the Corporation is authorized to issue to 200,000 shares.

      The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, WE HAVE HERETO SIGNED OUR
NAMES THIS 26th day of May, in the year 1989.

/s/        RICHARD E. FORKEY                                         , President
---------------------------------------------------------------------

/s/        RICHARD E. FORKEY                                         , Clerk
---------------------------------------------------------------------


<PAGE>


                        THE COMMONWEALTH OF MASSACHUSETTS
                             MICHAEL JOSEPH CONNOLLY
                          SECRETARY OF THE COMMONWEALTH
                                   STATE HOUSE
                               BOSTON, MASS. 02133

                            ARTICLES OF ORGANIZATION
                              (UNDER G.L. CH. 156B)
                                  INCORPORATORS

NAME                                                         POST OFFICE ADDRESS

      INCLUDE GIVEN NAME IN FULL IN CASE OF NATURAL PERSONS, IN CASE OF A
      CORPORATION, GIVE STATE OF INCORPORATION.

Richard Forkey                              125 East Road, Westminster, MA 01473




         The above-named incorporator(s) do hereby associate (themselves) with
the intention of forming a corporation under the provisions of General Laws,
Chapter 156B and hereby state(s):

         1.       The name by which the corporation shall be known is:

                       PRECISION OPTICS CORPORATION, INC.

         2.       The purposes for which the corporation is formed are as
                  follows:

Precision Optics Corporation, Inc. has been formed to provide a variety of
services and products to the United States Government, various specialized
industrial customers as well as individual consumers. These goods and services
include, but are not limited to, the provision of engineering, technical,
marketing and management consultation in optical intensive and multi-disciplined
fields of technology; the design, development and production of optical systems
and specialized components of both conventional and unconventional optical
materials; the development, production and marketing of optical, laser-related
and other technology oriented instrumentation for measurement, process control
and robotic application in both industrial and consumer markets.


<PAGE>



         3.       The total number of shares and the par value, if any, of each
                  class of stock which the corporation is authorized is as
                  follows:

<TABLE>
<CAPTION>

                                  NO PAR VALUE                  WITH PAR VALUE
     CLASS OF STOCK             NUMBER OF SHARES        NUMBER OF SHARES    PAR          AMOUNT
                                                                           VALUE
<S>                               <C>                        <C>          <C>             <C>

        PREFERRED                                                                         $

         COMMON                   100
</TABLE>


         *4.      If more than one class is authorized, a description of each of
                  the different classes of stock with, if any, the preferences,
                  voting powers, qualifications, special rights or privileges as
                  to each class thereof and any series now established:

         *5.      The restrictions, if any, imposed by the Articles of
                  Organization upon the transfer of shares of stock of any class
                  are as follows:

                  In the event that any of the stockholders or legal
                  representatives desire to sell their stock, they shall offer
                  the stock to the corporation for sale at least thirty days
                  prior to the actual sale to another party. In the event that
                  the corporation does not buy the stock within that period of
                  time, the stockholder will be free to sell the stock to any
                  person.

         *6.      Other lawful provisions, if any, for the conduct and
                  regulation of the business and affairs of the corporation, for
                  its voluntary dissolution, or for limiting, defining, or
                  regulating the powers of the corporation, or of its directors,
                  or stockholders or of any class of stockholders.

*If there are no provisions, state  None.


<PAGE>


         7.       By-laws of the corporation have been duly adopted and the
                  initial directors, president, treasurer and clerk whose names
                  are set out below have been duly elected.

         8.       The effective date of organization of the corporation shall be
                  the date of filing with the Secretary of the Commonwealth or
                  if later date is desired, specify date, (not more than 30 days
                  after date of filing).

         9.       The following information shall not for any purpose be treated
                  as a permanent part of the Articles of Organization of the
                  corporation.

                  a.       THE POST OFFICE ADDRESS of the INITIAL PRINCIPAL
                           OFFICE of the corporation in Massachusetts:

                                     125 East Road, Westminster, MA 01473

                  b.       The name, residence and post office address of each
                           of the initial directors and following officers of
                           the corporation are as follows:

<TABLE>
<CAPTION>

              NAME                 RESIDENCE POST OFFICE ADDRESS

<S>                                <C>
PRESIDENT: RICHARD FORKEY          125 EAST ROAD, WESTMINSTER, MA 01473
--------------------------------------------------------------------------------

TREASURER: RICHARD FORKEY          125 EAST ROAD, WESTMINSTER, MA 01473
--------------------------------------------------------------------------------

CLERK:     EDWARD J. MOLONEY       174 CENTRAL ST., LOWELL, MA 01852
--------------------------------------------------------------------------------
</TABLE>

Directors:

                Richard Forkey              125 East Rd., Westminster, MA 01473

                  c.       The date initially adopted on which the corporation's
                           fiscal year ends is:

                                     June 30

                  d.       The date initially fixed in the by-laws for the
                           annual meeting of stockholders of the corporation is:

                                                 15th of July

                  e.       The name and business address of the resident agent,
                           if any of the corporation is:

      IN WITNESS WHEREOF and under the penalties of perjury the above named
      INCORPORATOR(S) sign(s) these Articles of Organization the 27 day of
      December 1982.

                                      /s/ Richard Forkey
                                      ------------------------------------------
                                      Richard Forkey

The signature of each incorporator which is not a natural person must be by an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on his
behalf to sign the Articles of Organization.