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EXHIBIT 4.2    DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE
               PREFERRED STOCK

                           CERTIFICATE OF DESIGNATION

                                     of the

                         RELATIVE RIGHTS AND PREFERENCES

                                     of the


                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       of

                              MIDISOFT CORPORATION

The undersigned, the Secretary of Midisoft Corporation, a Washington corporation
(the "Corporation"), in accordance with the provisions of RCW 23B.10.060, does
hereby certify that, pursuant to the authority conferred upon the Board of
Directors by the Restated Articles of Incorporation of the Corporation, the
following resolution creating the Series A Convertible Preferred Stock was duly
adopted by the Board of Directors on September 16, 1996.

RESOLVED, that pursuant to the authority conferred upon the Board of Directors
of the Corporation by the Restated Articles of Incorporation and the provisions
of RCW 23B.06.020(4), the Board of Directors does hereby provide for the
designation of a series of preferred stock to be named "Series A Convertible
Preferred Stock," initially consisting of one thousand five hundred (1,500)
shares, and to the extent that the designation, powers, preferences and relative
and other special rights and the qualifications, limitations and restrictions of
the Series A Convertible Preferred Stock are not stated and expressed in the
Restated Articles of Incorporation, the Board of Directors does hereby fix and
herein state and express such designation, powers, preferences and relative and
other special rights and the qualifications, limitations and restrictions as
follows:

1.   DESIGNATION.

     A total of one thousand five hundred (1,500) shares of the Corporation's
Preferred Stock shall be designated the "Series A Convertible Preferred Stock."

2.   DIVIDENDS.

          a.   COMPUTATION OF CUMULATIVE DIVIDENDS. The holders of the
outstanding shares of Series A Convertible Preferred Stock shall be entitled to
receive, out of any funds legally available therefor, cumulative dividends at
the annual rate of 8% per share of Series A Convertible Preferred Stock.
Dividends on the Series A Convertible Preferred Stock shall accrue from day to
day on each share of Series A Convertible Preferred Stock from the date of
original issuance of such share, whether or not earned or declared, and shall
accrue until paid if, as and when declared by the Board of Directors of the
Corporation, or upon liquidation, dissolution or winding up of the Corporation
pursuant to Section 3 hereof, or upon redemption pursuant to Section 6 hereof,
provided however, that such dividend shall be payable in shares of common stock
of the Corporation (the "Common Stock"), at the option of the holder hereof, at
each conversion Series A Convertible Preferred Stock for Common Stock as
provided for herein ("Conversion"). Such dividend consisting of Common Stock at
each Conversion shall be equal to the dollar amount of the unpaid cumulative
dividend divided by the closing price of Common Stock as reported by the Nasdaq
National Market or other stock exchange where the Common Stock is traded on the
day of the Conversion.


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          All numbers relating to calculation of cumulative dividends shall be
subject to equitable adjustment in the event of any stock dividend, stock split,
combination, reorganization, recapitalization, reclassification or other similar
event involving a change in the capital structure of the Series A Convertible
Preferred Stock. Such dividends on the Series A Convertible Preferred Stock
shall be cumulative so that if such dividends in respect of any previous or
current annual dividend period, at the annual rate specified above, shall not
have been paid or declared and a sum sufficient for the payment thereof set
apart, the deficiency shall first be fully paid before any dividend or other
distribution shall be paid or declared and set apart for the Common Stock. Upon
the conversion of all shares of the Series A Convertible Preferred Stock, all
such accrued and unpaid cumulative dividends on such shares of Series A
Convertible Preferred Stock to and until the date of such conversion shall be
payable in common stock of the Corporation.

3.   LIQUIDATION, DISSOLUTION OR WINDING UP.

     In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or in the event of its
insolvency, before any distribution or payment is made to any holders of Common
Stock or any other class or series of capital stock of the Corporation
designated to be junior to the Series A Convertible Preferred Stock and subject
to the liquidation rights and preferences of any class or series of preferred
stock designated in the future to be senior to, or on a parity with, the Series
A Convertible Preferred Stock with respect to liquidation preferences, the
holders of each share of Series A Convertible Preferred Stock shall be entitled
to be paid first out of the assets of the Corporation available for distribution
to holders of the Corporation's capital stock of all classes whether such assets
are capital, surplus or earnings ("Available Assets"), an amount equal to the
sum of:

          a.   $1000 per share of Series A Convertible Preferred Stock, plus all
accrued but unpaid dividends thereon, whether or not earned or declared up to
and including the date full payment shall be tendered to the holders of the
Series A Convertible Preferred Stock with respect to such liquidation,
dissolution or winding up.

     The amounts set forth above and throughout this Section 3 shall be subject
to equitable adjustment whenever there shall occur a stock dividend, stock
split, combination, reorganization, recapitalization, reclassification or other
similar event involving a change in the capital structure of the Series A
Convertible Preferred Stock.

     If, upon liquidation, dissolution or winding up of the Corporation, the
Available Assets shall be insufficient to pay the holders of Series A
Convertible Preferred Stock the full amount to which they otherwise would be
entitled to receive, the holders of Series A Convertible Preferred Stock shall
share ratably in any distribution of Available Assets pro rata in proportion to
the respective liquidation preference amounts to which they would otherwise be
entitled to receive upon liquidation if all liquidation preference dollar
amounts owing to the holders of Series A Convertible Preferred Stock were paid
in full.

     After such payment shall have been made in full to the holders of the
Series A Convertible Preferred Stock or funds necessary for such payment shall
have been set aside by the Corporation in trust for the account of holders of
the Series A Convertible Preferred Stock so as to be available for such payment,
the remaining assets available for distribution shall be distributed ratably
among the holders of the Common Stock.

     Whenever the distribution provided for in this Section 3 shall be payable
in property other than cash, the value of such distribution shall be the fair
market value of such property as determined in good faith by the Board of
Directors of the Corporation. All distributions (including distributions other
than cash) made hereunder shall be made pro rata with respect to each series of
Series A Convertible Preferred Stock in accordance with the liquidation
preference amounts described in Section 3 above.

     In the event of any dispute between the holders of the Series A Convertible
Preferred Stock and the Corporation regarding the determination of the fair
market value of non-cash distributions, on the request of the holders of at
least a majority of the then outstanding shares of Series A Convertible
Preferred Stock (voting as a separate class), the Corporation shall engage a
consulting or investment banking firm selected by the Board of


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Directors and approved by the holders of at least a majority of the then
outstanding shares of Series A Convertible Preferred Stock (voting as a separate
class) to prepare an independent appraisal of the fair market value of such
property to be distributed. The expenses of any appraisal by such consulting or
investment banking firm shall be borne by the Corporation.

4.   VOTING POWER.

     Except as otherwise expressly provided in this Section 4, or as otherwise
required by law, the Series A Preferred Stock shall be non-voting capital stock
of the Corporation. Except as otherwise expressly provided in this Section 4 or
Section 8 hereof or as otherwise required by law, the holders of shares of
Series A Preferred Stock shall vote together (or render written consents in lieu
of a vote) as a single class on all matters submitted to the holders of Series A
Preferred Stock of the Corporation.

5.   CONVERSION RIGHTS. The holders of the Series A Convertible Preferred Stock
shall have the following rights with respect to the conversion of such shares
into shares of Common Stock:

          a.   GENERAL. Subject to and in compliance with the provisions of this
Section 5, each share of Series A Convertible Preferred Stock held by any person
or entity may, at the option of such person or entity, be converted in amounts
as provided in Section 5(c) hereof at any time and from time to time into shares
of Common Stock. The per share of Series A Convertible Preferred Stock number of
shares of Common Stock to which such holder shall be entitled to receive upon
Conversion shall be the quotient obtained by dividing $1,000 by the Conversion
Rate (determined as provided in Section 5(b)).

          b.   CONVERSION RATE. The conversion rate in effect at any time for
the Series A Convertible Preferred Stock (the "Conversion Rate") shall be equal
to the lesser of (a) eighty five percent (85%) of the closing bid price of the
Common Stock as report by the Nasdaq National Market or such other exchange that
the Common Stock is then traded on the day of Conversion, or (b) one hundred
percent (100%) of the closing bid price of the Common Stock as reported by the
Nasdaq National Market on the Closing Date. The Closing Date is the date the
Series A Convertible Preferred Stock is issued, on or about September 20, 1996.

          c.   CONVERSION AMOUNT. Each holder of Series A Convertible Preferred
Stock shall be entitled to convert, in compliance with this Section 5, the
following amounts of their Series A Convertible Preferred Stock: (i) one-third
(1/3) of the shares of Series A Convertible Preferred Stock purchased by such
holder on or after the date 60 days following the Closing Date, (ii) one-third
(1/3) of the shares of Series A Convertible Preferred Stock purchased by such
holder on or after the date 90 days following the Closing Date, and (iii)
one-third (1/3) of the shares of Series A Convertible Preferred Stock purchased
by such holder on or after the date 120 days following the Closing Date.

          d.   WARRANT GRANTED UPON CONVERSION. At the time of Conversion, the
Corporation will issue one warrant (a "Warrant") with each share of Common Stock
issued pursuant to a Conversion. Such Warrant will entitle the holder thereof
for a period of two years from the date of issuance to purchase one share of
Common Stock at a price equal to two hundred percent (200%) of the closing bid
price of the Common Stock as reported by the Nasdaq National Market on the
Closing Date.

          e.   AUTOMATIC CONVERSION.

               (1)  Immediately on date 24 months from the Closing Date, all
outstanding shares of Series A Convertible Preferred Stock shall be converted
automatically into the number of shares of Common Stock into which such shares
of Series A Convertible Preferred Stock are then convertible pursuant to Section
5 hereof, without any further action by the holders of such shares and whether
or not the certificates representing such shares are surrendered to the
Corporation or its transfer agent.


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               (2)   SURRENDER OF CERTIFICATES UPON AUTOMATIC CONVERSION. Upon
the occurrence of the conversion event specified in the immediately preceding
subparagraph, the holders of the Series A Convertible Preferred Stock shall,
upon notice from the Corporation, surrender the certificates representing such
shares at the office of the Corporation or of its transfer agent for the Common
Stock. Thereupon, there shall be issued and delivered to such holder a
certificate or certificates for the number of shares of Common Stock into which
the shares of Series A Convertible Preferred Stock so surrendered were
convertible on the date on which such conversion occurred. The Corporation shall
not be obligated to issue such certificates unless certificates evidencing the
shares of Series A Convertible Preferred Stock being converted are either
delivered to the Corporation or any such transfer agent, or the holder notifies
the Corporation that such certificates have been lost, stolen or destroyed and
executes an agreement satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection therewith.

          f.   CAPITAL REORGANIZATION OR RECLASSIFICATION. If the Common Stock
issuable upon the conversion of the Series A Convertible Preferred Stock shall
be changed into the same or different number of shares of any class or classes
of capital stock, whether by capital reorganization, recapitalization,
reclassification or otherwise [other than a subdivision or combination of shares
or stock dividend provided for elsewhere in this Section 5, or the sale of all
or substantially all of the Corporation's capital stock or assets to any other
person), then and in each such event the holders of the Series A Convertible
Preferred Stock shall have the right thereafter to convert such shares into the
kind and amount of shares of capital stock and other securities and property
receivable upon such reorganization, recapitalization, reclassification or other
change by the holders of the number of shares of Common Stock into which such
shares of Series A Convertible Preferred Stock might have been converted
immediately prior to such reorganization, recapitalization, reclassification or
change, all subject to further adjustment as provided herein.

          g.   CASH IN LIEU OF FRACTIONAL SHARES. No fractional shares of Common
Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series A Convertible Preferred Stock. Instead of any
fractional shares of Common Stock which would otherwise be issuable upon
conversion of Series A Convertible Preferred Stock, the Corporation shall pay to
the holder of the shares of Series A Convertible Preferred Stock which were
converted a cash adjustment in respect of such fractional shares in an amount
equal to the same fraction of the fair market value per share of the Common
Stock (as determined in a reasonable manner prescribed by the Board of
Directors} at the close of business on the Conversion Date. The determination as
to whether or not any fractional shares are issuable shall be based upon the
aggregate number of shares of Series A Convertible Preferred Stock being
converted at any one time by any holder thereof, not upon each share of Series A
Convertible Preferred Stock being converted.

          h.   RESERVATION OF COMMON STOCK. The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the shares of the
Series A Convertible Preferred Stock, such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Convertible Preferred Stock (including any
shares of Series A Convertible Preferred Stock represented by any warrants,
options, subscription or purchase rights for Series A Convertible Preferred
Stock), and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of all then
outstanding shares of the Series A Convertible Preferred Stock (including any
shares of Series A Convertible Preferred Stock represented by any warrants,
options, subscriptions or purchase rights for such Series A Convertible
Preferred Stock), the Corporation shall take such action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

          i.   NO REISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK. No share
or shares of Series A Convertible Preferred Stock acquired by the Corporation by
reason of redemption, purchase, conversion or otherwise shall be reissued, and
all such shares shall be cancelled, retired and eliminated from the shares which
the Corporation shall be authorized to issue. Upon any of the foregoing events,
the Corporation shall from time to time take such appropriate corporate action
as may be necessary to reduce the authorized number of shares of the Series A
Convertible Preferred Stock.


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6.   RESTRICTIONS AND LIMITATIONS.

     The Corporation shall not take any corporate action or otherwise amend its
Articles of Incorporation or Bylaws without the approval by vote or written
consent of the holders of at least a majority of the then outstanding shares of
Series A Convertible Preferred Stock (voting as a separate class), each share of
Series A Convertible Preferred Stock to be entitled to one vote in each
instance, if such corporate action or amendment would change any of the rights,
preferences, privileges of or limitations provided for herein for the benefit of
any shares of Series A Convertible Preferred Stock or materially adversely
affect the rights of the holders of the Series A Convertible Preferred Stock.
Without limiting the generality of the preceding sentence, the Corporation will
not amend its Articles of Incorporation or take any other corporate action
without the approval of the holders of at least a majority of the then
outstanding shares of Series A Convertible Preferred Stock, voting separately as
a single class, if such amendment or corporate action would:

          a.   cause or authorize the Corporation to redeem, purchase or
otherwise acquire for value (or pay into or set aside for a sinking fund for
such purpose), any share or shares of equity securities of the Corporation other
than as provided for in or permitted by Section 2 or Section 6 hereof; or

          b.   authorize, create or issue, or obligate the Corporation to
authorize, create or issue, additional shares of any security senior to or on a
parity with the Series A Convertible Preferred Stock; or

          c.   reduce the amount payable to the holders of Series A Convertible
Preferred Stock upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation; or

          d.   adversely affect the liquidation preferences, dividend rights,
voting rights or redemption rights of the holders of Series A Convertible
Preferred Stock; or

          e.   cancel or modify the conversion rights of the holders of Series A
Convertible Preferred Stock provided for in Section 5 herein; or


          f.   provide for the voluntary liquidation, dissolution,
recapitalization or winding up of the Corporation; or

          g.   cause or authorize, or obligate itself to cause or authorize, any
Reorganization.

7.   NO DILUTION OR IMPAIRMENT. The Corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of capital
stock or assets. consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of the Series A Convertible Preferred Stock set
forth herein, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holders of the Series A
Convertible Preferred Stock. Without limiting the generality of the foregoing,
the Corporation (a) will not increase the par value of any shares of stock
receivable on the conversion of the Series A Convertible Preferred Stock above
the amount payable therefor on such conversion, and (b) will take all such
action as may be necessary or appropriate in order that the Corporation may
validly and legally issue fully paid and nonassessable shares of stock on the
conversion of all Series A Convertible Preferred Stock from time to time
outstanding.

8.   NOTICES OF RECORD DATE.  In the event of

          a.   any taking by the Corporation of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of capital stock of any
class or any other securities or property, or to receive any other right, or


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          b.   any capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation, or any transfer of all or
substantially all of the assets of the Corporation to any other corporation, or
any other entity or person, or

          c.   any voluntary or involuntary dissolution, liquidation or winding
up of the Corporation,

then and in each such event the Corporation shall mail or deliver or cause to be
mailed or delivered to each holder of Series A Convertible Preferred Stock a
notice specifying (i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right and a description of such
dividend, distribution or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, Iiquidation or winding up is expected to become effective, and
(iii) the time, if any, that is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares of
Common Stock (or other securities} for securities or other property deliverable
upon such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding up. Such notice shall
be mailed by first class mail, postage prepaid, or delivered at least 20 days
prior to the date specified in such notice on which such action is to be taken.


     IN WITNESS HEREOF, the undersigned has executed and subscribed this
Certificate and does affirm the foregoing as true and correct this 18th day of
September, 1996.

                                        MIDISOFT CORPORATION

                                        /s/ Melinda Bryden
                                        --------------------

                                        Melinda Bryden
                                        Secretary


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