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                                                                     EXHIBIT 4.2

                      AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT is entered into as of February 27,
2004 by and between Applix, Inc., a Massachusetts corporation (the "Company")
and American Stock Transfer & Trust Company, a New York corporation, as Rights
Agent (the "Rights Agent").

     WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated September 18, 2000 (the "Rights Agreement");

     WHEREAS, the Rights (as defined in the Rights Agreement) are still
redeemable; and

     WHEREAS, the Company has directed the Rights Agent to enter into this
Amendment No. 1 to the Rights Agreement pursuant to Section 27 of the Rights
Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein, the parties agree as follows:


         1.       Section 1(a) is deleted and replaced in its entirety by:

                  "(a) `Acquiring Person' shall mean any Person who or which
         together with all Affiliates and Associates of such Person, shall be
         the Beneficial Owner of 15% or more of the shares of Common Stock then
         outstanding, but shall not include (i) the Company, (ii) any Subsidiary
         of the Company, (iii) any employee benefit plan of the Company or of
         any Subsidiary of the Company, or (iv) any Person organized, appointed
         or established by the Company for or pursuant to the terms of any such
         plan. Notwithstanding the foregoing, no Person shall become an
         `Acquiring Person' as the result of an acquisition of Common Stock by
         the Company which, by reducing the number of shares outstanding,
         increases the proportionate number of shares beneficially owned by such
         Person to 15% or more of the shares of Common Stock of the Company then
         outstanding; provided, however, that if a Person shall become the
         Beneficial Owner of 15% or more of the shares of Common Stock of the
         Company then outstanding by reason of share purchases by the Company
         and shall, after such share purchases by the Company, then such Person
         shall be deemed to be an `Acquiring Person.' Notwithstanding the
         foregoing, if the Board determines in good faith that a Person who
         would otherwise be an `Acquiring Person,' as defined pursuant to the
         foregoing provisions of this paragraph (a), has become such
         inadvertently, and such Person divests as promptly as practicable a
         sufficient number of shares of Common Stock so that such Person would
         no longer be an `Acquiring Person,' as defined pursuant to the
         foregoing provisions of this paragraph (a), then such Person shall not
         be deemed to be an `Acquiring Person' for any purposes of this
         Agreement unless and until such Person shall again become an `Acquiring
         Person.' Notwithstanding the foregoing, Brad Fire, any Affiliate or
         Associate of Brad Fire,




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         or any Person of which Brad Fire is an Affiliate or Associate shall
         not be deemed an `Acquiring Person' for any purposes of this Agreement
         unless and until such Person becomes the Beneficial Owner of 20% or
         more of the shares of Common Stock of the Company then outstanding."



                                  [END OF TEXT]



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         IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1
to Rights Agreement, intending that it be executed under seal, as of the date
first written above.


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<S>                                                           <C>
APPLIX, INC.                                                  AMERICAN STOCK TRANSFER & TRUST
                                                              COMPANY, AS RIGHTS AGENT



By: /s/ Milton A. Alpern                                      By: /s/ Herbert J. Lemmer
   --------------------------------------------------            -----------------------------------------------
   Name: Milton A. Alpern                                        Name: Herbert J. Lemmer
   Title: Chief Financial Officer                                Title: Vice President

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