Exhibit 4.2


    
      

    

     

    
      Exhibit
        4.2

      


      CERTIFICATE
        OF DESIGNATION

      OF
        PREFERENCES OF

      SERIES
        D PREFERRED STOCK

      OF
        LAPOLLA INDUSTRIES, INC.

      A
        DELAWARE CORPORATION

      PURSUANT
        TO SECTION 151 OF THE

      GENERAL
        CORPORATION LAW OF

      THE
        STATE OF DELAWARE

      


      LaPolla
        Industries Inc. (the "Company") does hereby certify:

      


      Pursuant
        to the authority vested in the Board of Directors of the Company given by
        Article Fourth of the Company's Restated Certificate of Incorporation, as
        amended, the Board of Directors of the Company has duly adopted the following
        resolutions:

      


      NOW,
        THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide
        for
        the issuance of a series of preferred stock of the corporation consisting
        of
        25,000 shares designated as "Series D Preferred Stock, par value $1.00 per
        share" and does hereby fix the preferences, qualifications, limitations,
        restrictions and special or relative rights relating to said Series D Preferred
        Stock as follows:

      


      (1)    DESIGNATION;
        VOTING RIGHTS.

      


       (a)    The
        series of preferred stock established hereby shall be designated the "Series
        D
        Preferred Stock, par value $1.00" which series shall herein be referred to
        as
        the "SERIES D PREFERRED STOCK" and the authorized number of Series D Preferred
        Stock shall be 25,000. The stated value per each Series D Preferred Share
        shall
        be $1,000, which includes a par value of $1.00 per share (the "STATED
        VALUE").

      


       (b)    The
        holders of the outstanding Series D Preferred Stock (collectively, the "HOLDERS"
        and each a "HOLDER") shall have no voting rights with respect to the Series
        D
        Preferred Stock, except as required by law, including but not limited to
        The
        General Corporation Law of Delaware, and as expressly provided in this
        Certificate of Designation.

      


      (2)    COMPANY
        REDEMPTION OPTION.

      


       (a)    OPTION
        TO
        REDEEM UPON TRIGGERING EVENT. In addition to all other rights of the Company
        contained herein, after a Triggering Event has occurred (as defined below),
        the
        Company shall have the right in accordance with this Section 2(a), at its
        sole
        option, to (i) redeem all, or any part (pro-rata) of the Series D Preferred
        Stock and (ii) pay to each Holder, to the extent cumulated, if at all, accrued
        but unpaid dividends thereon (the "TRIGGERING EVENT REDEMPTION").

      


       (b)    TRIGGERING
        EVENT. A "TRIGGERING EVENT" shall be deemed to have occurred only upon the
        liquidation or termination of the Company.

      


       (c)    MECHANICS
        OF REDEMPTION UPON TRIGGERING EVENT. If the Company so elects within five
        (5)
        business day after the occurrence of a Triggering Event, the Company shall
        deliver written notice thereof (specifying the Triggering Event) via facsimile
        and overnight courier ("NOTICE OF TRIGGERING EVENT") to each Holder, notifying
        each Holder of its intention to redeem ("NOTICE OF REDEMPTION AT OPTION OF
        COMPANY UPON TRIGGERING EVENT"). Such Notice of Redemption at Option of Company
        Upon Triggering Event shall indicate the number of Series D Preferred Stock
        that
        the Company is redeeming.

      


      (3)    REISSUANCE
        OF CERTIFICATES. In the event of a redemption pursuant to this Certificate
        of
        Designation of less than all of the Series D Preferred Stock, represented
        by a
        particular Preferred Stock Certificate if requested by the Holder, the Company
        shall promptly cause to be issued and delivered to the Holder of such Series
        D
        Preferred Stock a new Series D Preferred Stock Certificate representing the
        remaining Series D Preferred Stock which have not been so redeemed.

      


      (4)    DIVIDENDS.
        The registered Holders of the outstanding Series D Preferred Stock shall
        be
        entitled to receive cumulative dividends at the rate of 7% per annum of the
        Stated Value per each Series D Preferred Share (the "DIVIDEND"). Such Dividend
        shall be payable quarterly in arrears on the last day of March, June, September
        and December of each year, commencing on December 31, 2006 (each of such
        dates
        being a "DIVIDEND PAYMENT DATE"). Such Dividend (a) shall accrue and may
        be
        accumulated or paid in the discretion of the Board of Directors, on each
        Series
        D Preferred Stock from the date of issuance of such Series D Preferred Stock
        (with appropriate pro-ration for any partial dividend period); (b) shall
        accrue
        from day-to-day, whether or not earned or declared; and (c) may be paid,
        subject
        to the terms hereof, in cash when and as declared by the Board of Directors
        of
        the Company out of funds legally available therefor.

      


      (5)    LIQUIDATION,
        DISSOLUTION, WINDING-UP. In the event of any voluntary or involuntary
        liquidation, dissolution or winding up of the affairs of the Company, the
        Holders shall be entitled to receive in cash out of the assets of the Company,
        whether from capital or from earnings available for distribution to its
        stockholders (the "PREFERRED FUNDS"), before any amount shall be paid to
        the
        holders of any of the capital stock of the Company of any class junior in
        rank
        to the Series D Preferred Stock in respect of the preferences as to the
        distributions and payments on the liquidation, dissolution and winding up
        of the
        affairs of the Company, an amount per Series D Preferred Share equal to the
        sum
        of (i) Stated Value and (ii) all accrued and unpaid dividends (such sum being
        referred to as the "LIQUIDATION VALUE"). The purchase or redemption by the
        Company of stock of any class, in any manner permitted by law, shall not,
        for
        the purposes hereof, be regarded as a liquidation, dissolution or winding
        up of
        the affairs of the Company. Neither the consolidation or merger of the Company
        with or into any other Person, nor the sale or transfer by the Company of
        less
        than substantially all of its assets, shall, for the purposes hereof, be
        deemed
        to be a liquidation, dissolution or winding up of the affairs of the
        Company.

      


      (6)    PREFERRED
        RANK. All shares of common stock of the Company shall be of junior rank to
        all
        Series D Preferred Stock in respect to the preferences as to distributions
        and
        payments upon the liquidation, dissolution and winding up of the affairs
        of the
        Company. All other shares of preferred stock issued or issuable shall not
        be of
        senior rank and may not have a status greater than pari passu to all Series
        D
        Preferred Stock outstanding in respect to the preferences as to distributions
        and payments upon the liquidation, dissolution and winding up of the affairs
        of
        the Company. As long as the Series D Preferred Stock initially issued remain
        outstanding, then without the prior express written consent of the Holders
        of
        not less than a majority of the then outstanding Series D Preferred Stock,
        the
        Company shall not hereafter authorize or issue additional or other capital
        stock
        that is of senior rank or that is pari passu with the Series D Preferred
        Stock
        in respect of the preferences as to distributions and payments upon the
        liquidation, dissolution and winding up of the Company. Without the prior
        express written consent of the Holders of not less than a majority of the
        then
        outstanding Series D Preferred Stock, the Company shall not hereafter authorize
        or make any amendment to the Company's Restated Certificate of Incorporation,
        as
        amended, or bylaws, or file any resolution of the Board of Directors of the
        Company with the Delaware Secretary of State containing any provisions, which
        would adversely affect or otherwise impair the rights or relative priority
        of
        the Holders relative to the holders of the Common Stock or the holders of
        any
        other class of capital stock. In the event of the merger or consolidation
        of the
        Company, with or into another Corporation, if the Series D Preferred Stock
        are
        not redeemed in accordance with the terms hereof, such shares shall maintain
        their relative powers, designations and preferences provided for herein and
        no
        such merger shall result in their rights and preferences being inconsistent
        herewith.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (7)    RESTRICTION
        ON REDEMPTION AND CASH DIVIDENDS WITH RESPECT TO OTHER CAPITAL STOCK. Until
        all
        of the outstanding Series D Preferred Stock have been redeemed as provided
        herein, the Company shall not, directly or indirectly, redeem or declare
        or pay
        any cash dividend or distribution on its Common Stock or any other capital
        stock
        without the prior express written consent of the Holders of not less than
        a
        majority of the then outstanding Series D Preferred Stock.

      


      (8)    VOTE
        TO
        CHANGE THE TERMS OF SERIES D PREFERRED STOCK. Any change to this Certificate
        of
        Designation or the Company's Restated Certificate of Incorporation, as amended,
        which would amend, alter, change or repeal any of the rights, preferences,
        qualifications, limitations, restrictions and special or relative rights
        of the
        Series D Preferred Stock shall require the affirmative vote at a meeting
        duly
        called for such purpose of the Holders of not less than a majority of the
        then
        outstanding Series D Preferred Stock.

      


      (9)    LOST
        OR
        STOLEN CERTIFICATES. Upon receipt by the Company of evidence satisfactory
        to the
        Company of the loss, theft, destruction or mutilation of any Preferred Stock
        Certificates representing the Series D Preferred Stock, and, in the case
        of
        loss, theft or destruction, of any indemnification undertaking by the Holder
        to
        the Company and, in the case of mutilation, upon surrender and cancellation
        of
        the Preferred Stock Certificate(s), the Company shall execute and deliver
        new
        Preferred Stock Certificate(s) of like tenor and date; provided, however,
        the
        Company shall not be obligated to re-issue Preferred Stock Certificates if
        the
        Holder contemporaneously requests the Company to convert such Series D Preferred
        Stock into Common Stock.

      


      (10)        
        PREFERRED
        STOCK CAPITALIZATION. The authorized number of shares of Preferred Stock
        of said
        corporation is 2,000,000, of which 750,000 have been authorized for a Series
        A
        Convertible Preferred Stock designation with 62,500 currently issued,
        outstanding and unconverted; 500,000 have been authorized for a Series B
        Convertible Preferred Stock designation with 500,000 issued and converted;
        687,895 have been authorized for an amended Series C Convertible Preferred
        Stock
        designation with 687,895 issued and converted; and 25,000 have been authorized
        for this Series D Preferred Stock, none of which has been issued as of the
        date
        hereof.

      


      This
        corporation further declares by its duly designated executive officer signing
        this certificate under penalty of perjury under the laws of the State of
        Delaware that the matters set forth in this Certificate are true and
        correct.

    

     

    
      	 	
              DATED:
                September 27, 2006

            	 	 	
              LAPOLLA
                INDUSTRIES, INC.

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
              By:

            	
              /s/
                Michael T. Adams, EVP

            	 
	
               

            	 	 	
               

            	
              Michael
                T. Adams

            	 
	 	 	 	 	
              Executive
                Vice President

            	 
	
              Attest:

            	 	 	 	 	 
	 	 	 	 	 	 
	 	
              LAPOLLA
                INDUSTRIES, INC.

            	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	
              /s/
                Michael T. Adams, Secretary

            	 	 	 	 
	 	
              Corporate
                Secretary