**Exhibit
      4.2**








**PROFORMA**


**LAPOLLA
      INDUSTRIES, INC.**


**RESTATED
      CERTIFICATE OF INCORPORATION**


**(AS
      AMENDED ON MAY 22, 2007)**





LaPolla
      Industries, Inc., a corporation organized and existing under the laws of the
      State of Delaware, hereby certifies as follows:




(a)           The
      name of the corporation is LaPolla Industries, Inc. (the "Corporation"). The
      name under which the Corporation was originally incorporated in Delaware is
      Natural Child Collection, Inc. The date of filing the Corporation's original
      Certificate of Incorporation with the Secretary of State of Delaware was October
      20, 1989.




(b)           This
      Restated Certificate of
      Incorporation of the Corporation, which both restates and amends the provisions
      of the Corporation's Certificate of Incorporation as heretofore amended, was
      duly adopted in accordance with the provisions of Sections 242 and 245 of the
      General Corporation Law of the State of Delaware, and written notice thereof
      has
      been given to all stockholders who did not consent thereto in
      writing.




(c)           The
      text of the Certificate of
      Incorporation of the Corporation as heretofore amended is hereby restated and
      amended to read in its entirety as follows:





FIRST:
      Name. The name of the corporation is LAPOLLA INDUSTRIES, INC.





SECOND:
      Registered Office. The registered office of the Corporation is to be located
      in
      the City of Wilmington, County of New Castle, in the State of Delaware. The
      name
      of its registered agent is the Corporation Service Company, whose address is
      1013 Centre Road, Wilmington, Delaware 19805.





THIRD:
      Purposes. The purpose of the Corporation is to engage in any lawful act or
      activity for which corporations may be organized under the General Corporation
      Law of the State of Delaware (hereinafter referred to as the "Delaware
      GCL").





FOURTH:
      Capital Stock.





A.           The
      total number of shares of stock which the Corporation shall have the authority
      to issue is Seventy Two Million (72,000,000) shares of which of which Seventy
      Million (70,000,000) shall be Common Stock of the par value of One Cent ($.01)
      per share (hereinafter called the "Common Stock") and of which Two Million
      (2,000,000) shares shall be Preferred Stock of the par value of One Dollar
      ($1.00) per share (hereinafter called the "Preferred Stock").





B.           Provisions
      Relating to the Preferred
      Stock. Shares of the Preferred Stock may be issued from time to time in series,
      and the Board of Directors of the Corporation is hereby authorized, subject
      to
      the limitations provided by law, to establish and designate one or more series
      of the Preferred Stock, to fix the number of shares constituting each series,
      and to fix the designations, powers, preferences and relative, participating,
      optional or other special rights, and qualifications, limitations or
      restrictions thereof, of each series and the variations and the relative rights,
      preferences and limitations as between series, and to increase and to decrease
      the number of shares constituting each series. The authority of the Board of
      Directors of the Corporation with respect to each series shall include, but
      shall not be limited to, the authority to determine the
      following:





(i)           The
      designation of such
      series.





(ii)           The
      number of shares initially constituting such series.





(iii)           The
      increase, and the decrease to a number not less than the number of the
      outstanding shares of such series, of the number of shares constituting such
      series theretofore fixed.




-1-




(iv)           The
      rate or rates, and the conditions upon and the times at which dividends on
      the
      shares of such series shall be paid, the preference of relation which such
      dividends shall bear to the dividends payable on any other class or classes
      or
      on any other series of stock of the Corporation, and whether or not such
      dividends shall be cumulative, and, if such dividends shall be cumulative,
      the
      date or dates from and after which they shall accumulate.





(v)           Whether
      or not the shares of such
      series shall be redeemable, and, if such shares shall be redeemable, the terms
      and conditions of such redemption, including, but not limited to, the date
      or
      dates upon or after which such shares shall be redeemable and the amount per
      share which shall be payable upon such redemption, which amount may vary under
      different conditions and at different redemption dates.




(vi)           The
      rights which the holders of the shares of such series shall be entitled upon
      the
      voluntary or involuntary liquidation, dissolution or winding up of, or upon
      any
      distribution of the assets of, the Corporation, which rights may be different
      in
      the case of a voluntary liquidation, dissolution or winding up than in the
      case
      of such an involuntary event.





(vii)           Whether
      or not the shares of such series shall have voting rights, in addition to the
      voting rights provided by law, and, if such shares shall have such voting
      rights, the terms and conditions thereof, including, but not limited to, the
      right of the holders of such shares to vote as a separate class either alone
      or
      with the holders of shares of one or more other series of the Preferred Stock
      and the right to have more than one vote per share.





(viii)           Whether
      or not a sinking fund or a purchase fund shall be provided for the redemption
      or
      purchase of the shares of such series, and, if such a sinking fund or purchase
      fund shall be provided, the terms and conditions thereof.





(ix)           Whether
      or not the shares of such series shall be convertible into, or exchangeable
      for,
      shares of any other class or classes or any other series of the same or any
      other class or classes of stock of the Corporation, and, if provision be made
      for conversion or exchange, the terms and conditions of conversion or exchange,
      including, but not limited to, any provision for the adjustment of the
      conversion or exchange rate or the conversion or exchange price.




(x)           Any
      other relative rights, preferences and limitations.




C.           Provisions
      Relating to the Common Stock.





(i)           Subject
      to the preferential dividend rights applicable to shares of the Preferred Stock,
      as determined by the Board of Directors of the Corporation pursuant to the
      provisions of part B of this Article FOURTH, the holders of shares of the Common
      Stock shall be entitled to receive such dividends as may be declared by the
      Board of Directors of the Company.





(ii)           Subject
      to the preferential liquidation rights and except as determined by the Board
      of
      Directors of the Corporation pursuant to the provisions of part B of this
      Article FOURTH, in the event of any voluntary or involuntary liquidation,
      dissolution or winding up of, or any distribution of the assets of, the
      Corporation, the holders of shares of the Common Stock shall be entitled to
      receive all of the assets of the Corporation available for distribution to
      its
      stockholders ratably in proportion to the number of shares of the Common Stock
      held by them.





(iii)           Except
      as otherwise determined by the Board of Directors of the Corporation pursuant
      to
      the provisions of part B of this Article FOURTH, the holders of shares of the
      Common Stock shall be entitled to vote on all matters at all meetings of the
      stockholders of the Corporation, and shall be entitled to one vote for each
      share of the Common Stock entitled to one vote for each share of the Common
      Stock entitled to vote at such meeting, voting together with the holders of
      the
      Preferred Stock who are entitled to vote, and not as a separate
      class.




-2-




FIFTH: 
      Board of Directors and By-Laws. All corporate powers shall be exercised by
      or
      under the direction of the Board of Directors, except as otherwise provided
      by
      statute or by this Certificate of Incorporation, or any amendment thereof,
      or by
      the By-Laws. Directors need not be elected by written ballot. The By-Laws may
      be
      adopted, amended or repealed by the Board of Directors of the Corporation,
      except as otherwise provided by law, but any By-Law made by the Board of
      Directors is subject to amendment or repeal by the stockholders of the
      Corporation.





SIXTH: 
      Limited Liability. A director of the Corporation shall not be personally liable
      to the Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director, except for liability (i) for any breach of the
      director's duty of loyalty to the Corporation or its stockholders, (ii) for
      acts
      or omissions not in good faith or which involve intentional misconduct or a
      knowing violation of law, (iii) under section 174 of the Delaware GCL, or (iv)
      for any transaction from which the director derived any improper personal
      benefit. If the General Corporation Law of the State of Delaware is herewith
      amended to authorize corporate action further eliminating or limiting the
      personal liability of directors, then the liability of a director of the
      Corporation shall be eliminated or limited to the fullest extent permitted
      by
      the General Corporation Law of the State of Delaware, as so
      amended.





Any
      repeal or modification of the foregoing paragraph by the stockholders of the
      Corporation shall not adversely affect any right or protection of a director
      of
      the Corporation existing at the time of such repeal or
      modification.





SEVENTH: 
      Indemnification.





(A)           The
      Corporation shall indemnify any person who was or is a party or is threatened
      to
      be made a party to any threatened, pending or complete action, suit or
      proceeding, whether civil, criminal, administrative or investigative (a
      "proceeding"), by reason of the fact that he is or was a director, officer,
      employee or agent of the Corporation or is or was serving at the request of
      the
      Corporation as a director, officer, employee or agent of another corporation,
      partnership, joint venture, trust or other enterprise (an "indemnitee"), against
      expenses (including attorneys' fees), judgments, fines and amounts paid in
      settlement actually and reasonably incurred by him in connection with such
      action, suit or proceeding if he acted in good faith and in a manner he
      reasonably believed to be in or not opposed to the best interest of the
      Corporation, in accordance with and to the full extent permitted by statute.
      Except as otherwise provided in paragraph (C) hereof, the Corporation shall
      be
      required to indemnify an indemnitee in connection with a proceeding (or part
      thereof) initiated by such indemnitee only if the initiation of such proceeding
      (or part thereof) by the indemnitee was authorized by the Board of Directors
      of
      the Corporation.




(B)           The
      Corporation shall pay the expense (including attorneys' fees) incurred by an
      indemnitee in defending any proceeding in advance of its final disposition,
      provided, however, that the payment of expenses incurred by a director or
      officer in advance of the final disposition of the proceeding shall be made
      only
      upon receipt of an undertaking by the director or officer to repay all amounts
      advanced if it should be ultimately determined that the director or officer
      is
      not entitled to be indemnified hereunder or otherwise.





(C)           If
      a claim for indemnification or payment of expenses hereunder is not paid in
      full
      within sixty days after a written claim therefor by the indemnitee has been
      received by the Corporation, the indemnitee may file suit to recover the unpaid
      amount of such claim and, if successful in whole or in part, shall be entitled
      to be paid the expense of prosecuting such claim. In any such action the
      Corporation shall have the burden of proving that the indemnitee was not
      entitled to the requested indemnification or payment of expenses under
      applicable law.





(D)           The
      Corporation's obligation, if any, to indemnify or advance expenses to any person
      who is serving at its request as a director, officer, employee or agent of
      another corporation, partnership, joint venture or other enterprise shall be
      reduced by any amount such person may collect as indemnification from such
      other
      corporation, partnership, joint venture or other enterprise.





(E)           Any
      repeal or modification of the foregoing provisions hereof shall not adversely
      affect any right or protection hereunder of any persons in respect of any act
      or
      omission occurring prior to the time of such repeal or
      modification.




The
      indemnification provided by this section shall not be deemed exclusive of any
      other rights to which those seeking indemnification may be entitled under these
      Articles or any agreement or vote of stockholders or disinterested directors
      or
      otherwise, both as to action in his official capacity and as to action in
      another capacity while holding such office, and shall continue as to a person
      who has ceased to be a director, officer, employee or agent and shall inure
      to
      the benefit of the heirs, executors and administrators of such a
      person.






-3-