EXHIBIT 4.2
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                               ENTECH SOLAR, INC.

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                       SERIES A CONVERTIBLE PREFERRED STOCK
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                CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
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     Entech Solar, Inc., a Delaware corporation (the "CORPORATION"), hereby
certifies that the following resolution was adopted by the Board of Directors of
the Corporation:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation (the "BOARD OF DIRECTORS") by the
provisions of the Certificate of Incorporation of the Corporation, as amended
(the "CERTIFICATE OF INCORPORATION"), there is hereby created, out of the
10,000,000 shares of preferred stock, par value $0.01 per share, of the
Corporation authorized in Article Four of the Certificate of Incorporation (the
"PREFERRED STOCK"), a series of the Preferred Stock consisting of up to 66,667
shares, which series shall have the following powers, designations, preferences
and relative, participating, optional or other rights, and the following
qualifications, limitations and restrictions (in addition to any powers,
designations, preferences and relative, participating, optional or other rights,
and any qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation which are applicable to the Preferred Stock):


                     SERIES A CONVERTIBLE PREFERRED STOCK
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     A.    Designation and Amount.  The shares of such series of preferred stock
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shall be designated as the Series A Convertible Preferred Stock and the number
of shares initially constituting such series shall be up to 66,667 shares
("SERIES A COVERTIBLE PREFERRED STOCK").

     B.    Dividends.  Dividends on the Series A Convertible Preferred Stock
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will accrue at the annual rate of seven percent (7%).  The Corporation will pay
all accrued and unpaid dividends annually on the Series A Convertible Preferred
Stock.

     C.     Voting.   Except as otherwise provided by applicable law, the
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holders of outstanding shares of the Series A Convertible Preferred Stock shall
have no voting power whatsoever.

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     D.     Conversion.  The Corporation may require conversion of each share of
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the Series A Convertible Preferred Stock into a share of the Corporation's
Common Stock at a price of $1.80 per share if the market bid price of the
Corporation's Common Stock is greater than $1.80 per share for 20 consecutive
trading days.

     E.     Stock to be Reserved.  The Corporation will at all times reserve and
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keep available out of its authorized Common Stock, solely for the purpose of
issuance upon the conversion of Series A Convertible Preferred Stock as herein
provided, such number of shares of common stock as shall then be issuable upon
the conversion of all outstanding shares of Series A Convertible Preferred
Stock. The Corporation covenants that all shares of common stock which shall be
issued upon conversion of the Series A Convertible Preferred Stock shall be duly
and validly issued and fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issue thereof, and, without limiting the
generality of the foregoing, the Corporation covenants that it will from time to
time use its reasonable best efforts to assure that the par value per share of
the Common Stock is at all times equal to or less than the conversion price in
effect at the time.  The Corporation will use its reasonable best efforts to
assure that all such shares of common stock may be so issued without violation
of any applicable law or regulation, or of any requirement of any national
securities exchange or other market upon which the common stock may be listed.

     F.     No Reissuance of Series A Preferred Stock.  Shares of Series A
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Convertible Preferred Stock which are converted into shares of Common Stock as
provided herein shall not be reissued.

     G.     Redemption.  Neither the Corporation nor any holder of Series A
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Convertible Preferred Stock shall be entitled to demand redemption of any of the
shares so held.

<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations, Preferences and Rights to be signed by its Chief Financial Officer
on the 12th day of February 2010.


                              ENTECH SOLAR, INC.


                              By:   /s/ Sandra J. Martin
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                                   Name:     Sandra J. Martin
                                   Title:    Chief Financial Officer