Exhibit4.2

Article Fourth of Certificate of IncorporationDefining Rights of holders of equity securities of PerfectDataCorporation

Fourth:    The total number of shares ofall classes of stock which the Corporation shall have authority toissue is 12,000,000 shares, consisting of 10,000,000 shares of commonstock, par value $0.01 per share (the "CommonStock"), and 2,000,000 shares of preferred stock, parvalue $0.01 per share (the "PreferredStock").

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|----------|---------------|
| A.  | Common Stock. |

1.    General.    The voting, dividend and liquidationand other rights of the holders of the Common Stock are expressly madesubject to and qualified by the rights of the holders of any series ofPreferred Stock.

2.    Voting Rights.    The holdersof record of the Common Stock are entitled to one vote per share on allmatter to be voted on by the Corporation's stockholders.

3.    Dividends.    Dividends may be declared and paidon the Common Stock from funds lawfully available therefor if, as andwhen determined by the Board of Directors in their sole discretion,subject to provisions of law, any provision of this Certificate ofIncorporation, as amended from time to time, and subject to therelative rights and preferences of any shares of Preferred Stockauthorized, issued and outstanding hereunder.

4.    Liquidation.    Upon the dissolution, liquidationor winding up of the Corporation, whether voluntary or involuntary,holders of record of the Common Stock will be entitled to receive prorata all assets of the Corporation available for distribution to itsstockholders, subject, however, to the liquidation rights of theholders of Preferred Stock authorized, issued and outstandinghereunder.

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|----------|------------------|
| B.  | Preferred Stock. |

The Preferred Stock may be issued from time to timein one or more series. The Board of Directors is authorized, subject toany limitations prescribed by law, to provide for the issuance ofshares of Preferred Stock in series, and by filing a certificatepursuant to the applicable law of the State of Delaware (suchcertificate being hereafter referred to as a "PreferredStock Designation"), to establish from time to time thenumber of shares of each such series and any qualifications,limitations or restrictions thereof. In the event that at any time theBoard of Directors shall have established and designated one or moreseries of Preferred Stock consisting of a number of shares less thanall of the authorized number of shares of Preferred Stock, theremaining authorized shares of Preferred Stock shall be deemed to beshares of an undesignated series of Preferred Stock unless and untildesignated by the Board of Directors as being part of a seriespreviously established or a new series then being established by theBoard of Directors. Notwithstanding the fixing of the number of sharesconstituting a particular series, the Board of Directors may at anytime thereafter authorize an increase or decrease in the number ofshares of any such series except as set forth in the Preferred StockDesignation for such series. In case the number of shares of any seriesshall be so decreased, the shares constituting such decrease shallresume the status of authorized undesignated Preferred Stock unless anduntil designated by the Board of Directors as being a part of a seriespreviously established or a new series then being established by theBoard of Directors.

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