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                                                                     Exhibit 4.2


                  DESCRIPTION OF REGISTRANT'S CAPITAL STOCK IN
             ARTICLE IV OF REGISTRANT'S CERTIFICATE OF INCORPORATION

         The Corporation shall have the authority to issue (a) 200,000,000
shares of common stock, par value $0.001 per share (the "COMMON STOCK") and (b)
50,000,000 shares of preferred stock, par value $0.001 per share (the "PREFERRED
STOCK"). The Preferred Stock and Common Stock shall consist of one or more
series as shall from time to time be created and authorized by the Board of
Directors with such voting powers, full or limited, or no voting powers, and
with such designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions thereon as
set forth in a resolution adopted by the Board of Directors. All preferences,
voting powers, relative, participating, optional or other special rights and
privileges, and all qualifications, limitations, or restrictions, of the Common
Stock are expressly made subject and subordinate to those that may be fixed with
respect to any shares of the Preferred Stock.

         (a) COMMON STOCK.

                  (i) VOTING RIGHTS. Except as otherwise required by law or this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of Common Stock held by such holder of record on the books
of the Corporation for the election of directors and on all matters submitted to
a vote of stockholders of the Corporation.

                  (ii) DIVIDENDS. Subject to the preferential rights of the
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either in
cash, in property or in shares of capital stock.

                  (iii) DISSOLUTION, LIQUIDATION OR WINDING UP. In the event of
any dissolution, liquidation or winding up of the affairs of the Corporation,
after distribution in full of the preferential amounts, if any, to be
distributed to the holders of shares of the Preferred Stock, holders of Common
Stock shall be entitled, unless otherwise provided by law or this Certificate of
Incorporation, to receive all of the remaining assets of the Corporation of
whatever kind available for distribution to stockholders ratably in proportion
to the number of shares of Common Stock held by them respectively.

         (b) PREFERRED STOCK. The Preferred Stock may be issued in any number of
series, as determined by the Board of Directors. The Board of Directors is
expressly authorized to provide for the issue, in one or more series, of all or
any of the shares of Preferred Stock and, in the resolution or resolutions
providing for such issue, to establish for each such series the number of its
shares, the voting powers, full or limited, of the shares of such series, or
that such shares shall have no voting powers, and the designations, preferences
and relative, participating, optional or other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof. The
Board of Directors is also expressly authorized (unless forbidden in the
resolution or resolutions providing for such issue) to increase or decrease (but
not below the number of shares of the series then outstanding) the number of
shares of any series of Preferred Stock at any time including after the issuance
of shares of that series and, at any time prior to the issuance of shares of
that series to amend by resolution the voting powers, designation, preferences
and relative, participating, optional or other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof. In
case the number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status of authorized but unissued
shares of Preferred Stock.