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                                                                     EXHIBIT 4.2

                     CERTIFICATE OF DESIGNATION, PREFERENCES
                                   AND RIGHTS

                                       OF

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                          THE MIIX GROUP, INCORPORATED


         The MIIX Group, Incorporated, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY THAT, pursuant to authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), and pursuant to the provisions of Section 151
of the Delaware General Corporation Law (as amended, the "Act"), the board of
directors of the Corporation adopted the following resolutions on June 27, 2001,
providing for the designations, preferences and relative, participating,
optional and other rights, and the qualifications, limitations and restrictions
of the Series A Junior Participating Preferred Stock:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Corporation in accordance with the provisions of its
Certificate of Incorporation, the Board of Directors hereby creates a series of
Preferred Stock, Series A Junior Participating Preferred Stock, par value $.01
per share, of the Corporation (the "Series A Preferred Shares") and hereby
states the designation and number of shares, and fixes the relative rights,
preferences and limitations thereof (in addition to the provisions set forth in
the Certificate of Incorporation of the Corporation, which are applicable to the
Preferred Stock of all classes and series ), which shall be as set forth in the
form of the Certificate of Designations comprising Exhibit A to the Rights
Agreement, which is attached hereto and incorporated herein by reference.

         RESOLVED FURTHER, that 100,000 Series A Preferred Shares are initially
reserved for issuance upon exercise of the Rights, such number to be subject to
adjustment from time to time in accordance with the Rights Agreement.

         RESOLVED FURTHER, that the proper officers of the Corporation are each
hereby authorized and directed, jointly and severally, for and on behalf of the
Corporation, to execute and deliver any and all certificates, agreements and
other documents, take any and all steps and do any and all things that they may
deem necessary or advisable in order to effectuate the purposes of each and all
of the foregoing resolutions.

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         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
28th day of June, 2001.


                              THE MIIX GROUP, INCORPORATED


                              By:
                                  --------------------------------------------
                                  Catherine E. Williams
                                  Vice President & Secretary




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                                                                       Exhibit A

                          THE MIIX GROUP, INCORPORATED

                 DESIGNATION OF POWERS, PREFERENCES, RIGHTS AND
                 QUALIFICATIONS OF SERIES A JUNIOR PARTICIPATING
                                 PREFERRED STOCK


         1. DESIGNATION AND AMOUNT. The shares of stock of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares of stock constituting such series shall be 100,000.


         2. DIVIDENDS AND DISTRIBUTIONS.

            (a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock which are
issued and outstanding shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose, dividends
in an amount per share (rounded to the nearest cent) subject to the provision
for adjustment hereinafter set forth, equal to 1,000 times the per share amount
of all cash dividends (payable in cash), and 1,000 times the per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on shares of
the Common Stock, $.01 par value, of the Company (the "Common Stock"). In the
event the Company shall at any time after June 27, 2001 (the "Rights Declaration
Date") (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount of cash dividends or other distributions to which holders of shares
of Series A Junior Participating Preferred Stock were entitled pursuant to the
preceding sentence immediately prior to such event shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (b) The Company shall declare a dividend or distribution on the
issued and outstanding shares of Series A Junior Participating Preferred Stock
as provided in paragraph (a) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of
Common Stock).

            (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the date of
declaration of any dividend on the Common Stock. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares of Series A Junior
Participating Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be

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allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Junior Participating Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.

         3. VOTING RIGHTS. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

            (a) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company. In the event the Company shall at any time after
the Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Participating Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (b) Except as otherwise provided herein or required by law, the
holders of shares of Series A Junior Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of the stockholders of the Company.

            (c) (i) If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears for a period of two full
fiscal quarters, the occurrence of such contingency shall mark the beginning of
a period (herein called a "default period") which shall extend until such time
as all accrued and unpaid dividends then outstanding shall have been declared
and paid or set apart for payment. During each default period, all holders of
Preferred Stock which does not rank senior to the Series A Junior Participating
Preferred Stock (including the Series A Junior Participating Preferred Stock)
with dividends in arrears thereon for a period of two full fiscal quarters,
voting as a class, irrespective of series, shall have the right to elect one
Director.

                  (ii) During any default period, such voting right of the
holders of Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(c) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that neither such voting right nor the right
of the holders of any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be exercised unless the
holders of 10% in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the

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right, voting as a class, to elect Directors to fill such vacancies, if any, in
the Board of Directors as may then exist up to one Director or, if such right is
exercised at an annual meeting, to elect one Director. If the number which may
be so elected at any special meeting does not amount to the required number, the
holders of the Preferred Stock shall have the right to make such increase in the
number of Directors as shall be necessary to permit the election by them of the
required number. After the holders of the Preferred Stock shall have exercised
their right to elect Directors in any default period and during the continuance
of such period, the number of Directors shall not be increased or decreased
except by vote of the holders of Preferred Stock as herein provided or pursuant
to the rights of any equity securities ranking senior to or pari passu with the
Series A Junior Participating Preferred Stock.

                  (iii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than 10% of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling of
a special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the Chairman, the President, a Vice President or the
Secretary of the Company. Notice of such meeting and of any annual meeting at
which holders of Preferred Stock are entitled to vote pursuant to this paragraph
(c) (iii) shall be given to each holder of record of Preferred Stock by mailing
a copy of such notice to him at his last address as the same appears on the
books of the Company. Such meeting shall be called for a time not earlier than
20 days and not later than 60 days after such order or request or in default of
the calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any stockholder or stockholders
owning in the aggregate not less than 10% of the total number of shares of
Preferred Stock outstanding. Notwithstanding the provisions of this paragraph
(c)(iii), no such special meeting shall be called during the period within 60
days immediately preceding the date fixed for the next annual meeting of the
stockholders.

                  (iv) In any default period, the holders of Common Stock and of
Series A Junior Participating Preferred Stock, and other classes of stock of the
Company if applicable, shall continue to be entitled to elect the whole number
of Directors until the holders of Preferred Stock shall have exercised their
right to elect one Director voting as a class, after the exercise of which right
(x) the Director so elected by the holders of Preferred Stock shall continue in
office until his successor shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the Board of Directors
may (except as provided in paragraph (c) (ii) of this Section 3 or in the
articles or certificate of incorporation of the Company) be filled by vote of a
majority of the remaining Directors theretofore elected by the holders of the
class of stock which elected the Director whose office shall have become vacant.
References in this paragraph (c) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

                  (v) Immediately upon the expiration of a default period, (x)
the right of the holders of Preferred Stock as a class to elect a Director shall
cease, (y) the term of any Director elected by the holders of Preferred Stock as
a class shall terminate, and (z) the number of Directors shall be such number as
may be provided for in the articles or certificate of

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incorporation or by-laws irrespective of any increase made pursuant to the
provisions of paragraph (c)(ii) of this Section 3 (such number being subject,
however, to change thereafter in any manner provided by law or in the articles
or certificate of incorporation or by-laws). Any vacancies in the Board of
Directors effected by the provisions of clauses (y) and (z) in the preceding
sentence may be filled by a majority of the remaining Directors.

            (d) Except as set forth herein or as required by law, holders of
Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.

         4. Certain Restrictions.

            (a) Whenever any dividends or distributions payable on the Series A
Junior Participating Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Junior Participating Preferred Stock
outstanding shall have been paid in full, the Company shall not

                  (i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock, provided, that
the Company may at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for any stock of the Company ranking no higher
(either as to dividends or rights upon liquidation, dissolution or winding up)
than such junior stock;

                  (ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with Series A Junior
Participating Preferred Stock, except dividends paid ratably on the Series A
Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, provided that the Company may at any time redeem,
purchase or otherwise acquire shares of any such parity stock in exchange for
shares of any stock of the Company ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock or as provided in clause (iv) below;

                  (iv) purchase or otherwise acquire for consideration any
shares of Series A Junior Participating Preferred Stock, or any shares of stock
ranking on a parity with the Series A Junior Participating Preferred Stock,
except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares

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upon such terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.

            (b) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

         5. REACQUIRED SHARES. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

         6. LIQUIDATION, DISSOLUTION OR WINDING UP.

            (a) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Company, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received $1.00 per share, plus an amount equal to any
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series A Liquidation Preference"). Following
the payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.

            (b) Notwithstanding paragraph (a) of this Section 6, (i) in the
event, however, that there are not sufficient assets available to permit payment
in full of the Series A Liquidation Preference and the liquidation preferences
of all other series of preferred stock, if any, which rank on a parity with the
Series A Junior Participating Preferred Stock, then such remaining assets shall
be distributed ratably to the holders of the Series A Participating Preferred
Stock and of any such parity shares in proportion to their respective
liquidation preferences; and (ii) in the event that after the required
distributions to holders of Preferred Stock there are not sufficient

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assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

         (c) In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         7. CONSOLIDATION, MERGER, ETC. In case the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A Junior
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision of adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time after the Rights Declaration Date (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (ii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series A Junior Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         8. NO REDEMPTION. The shares of Series A Junior Participating Preferred
Stock shall not be redeemable.

         9. RANKING. The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the Company's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

         10. AMENDMENT. The Certificate of Incorporation of the Company shall
not be further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Junior Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series A Junior
Participating Preferred Stock, voting separately as a class.

         11. FRACTIONAL SHARES. Series A Junior Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.

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