Exhibit 4.2

RAINING DATA CORPORATION
REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of September 27, 2001, by and among RAINING DATA CORPORATION, a Delaware corporation (the
"COMPANY") and ASTORIA CAPITAL PARTNERS, L.P., a California limited partnership (the "HOLDER").

RECITALS

WHEREAS, the Company and the Holder has entered into a certain Common Stock Purchase Agreement of even date herewith (the "PURCHASE AGREEMENT"), which provides
for the sale and issuance by the Company of One Million Seven Hundred Sixty Thousand (1,760,000) shares of its Common Stock, $0.10 par value (the "COMMON STOCK") and the purchase by the Holder of that
number of shares of Common Stock as indicated in the Purchase Agreement of the Holder;

WHEREAS,
in order to induce the Holder to execute and deliver the Purchase Agreement, the Company desires to grant, and the Holder desires to be granted, the rights created herein.

NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1.REGISTRATION RIGHTS.    The Company covenants and agrees as follows:

Definitions.
For purposes of this Section 1:



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1.1Mandatory Registration.    The Company will file with the SEC a Registration Statement on
Form S-3 registering the Registrable Securities and any other securities that the Company may determine in its discretion to include in the Registration Statement within three
(3) months after the Closing Date of the purchase of the shares of Common Stock under the Purchase Agreement ("Closing Date"). If a Form S-3 is not available at that time,
then the Company will file a Registration Statement on such other form as is then available to effect a registration of the Registrable Securities and any other securities that the Company may
determine in its discretion to include in the Registration Statement, subject to the consent of the Holder, which consent will not be unreasonably withheld.

1.2Effectiveness of the Registration Statement.    The Company will use its commercially reasonable efforts to
cause the Registration Statement filed pursuant to Section 1.1 above to be declared effective by the SEC as soon as practicable after filing, or if such efforts do not succeed, as soon as
practicable thereafter (the "REQUIRED EFFECTIVE DATE"). The Company's commercially reasonable efforts will include, but not be limited to, promptly responding to all comments received from the staff
of the SEC. If the Company receives notification from the SEC that the Registration Statement will receive no action or review from the SEC, then the Company will use its best efforts to cause the
Registration Statement to be effective within five (5) business days after such SEC notification. Once the Registration Statement is declared effective by the SEC, the Company will use its
commercially reasonable efforts to cause the Registration Statement to remain effective throughout the Registration Period, subject to the rights of the Company under Section 1.14 hereof.

1.3Limitations on Mandatory Registration.    The Company shall not be required to effect a registration pursuant
to Sections 1.1 or 1.2 hereof:



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1.4Company Voluntary Registration/Piggyback Rights.    If (but without any obligation to do so) the Company
proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holder) any of its capital stock under the Act in connection with the public
offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock or option or employee benefit plan, a registration relating to a
corporate reorganization (including securities issued by the Company in an acquisition transaction) or a transaction under Rule 145 of the Act, a registration on any form (including
Form S-4 and Form S-8) that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale
of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), then the
Company shall, at such time, promptly give the Holder written notice of such registration. Upon the written request of the Holder given to the Company within fifteen (15) days after receipt
from the Company of notice of such pending registration, the Company shall, subject to the provisions of Sections 1.3(c) and 1.14, use its best efforts to cause a Registration Statement to become
effective, which includes all of the Registrable Securities that the Holder has requested to be registered. If the registration for which the Company gives notice is a public offering involving an
underwriting, the Company will so advise the Holder as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the
number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public
distribution, then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which the Holder has requested inclusion hereunder. Any
exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock
sought to be included by those holders. However, the Company will not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled
to pro rata inclusion with the Registrable Securities. The Holder may not participate in any distribution of Common Stock under this Section 1.4 unless the Holder (i) agrees to sell its
Registrable Securities on the basis provided in any underwriting arrangements or other plan of distribution approved by the Company in its sole discretion, (ii) completes and executes all
questionnaires, powers of attorney,indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or other plan of distribution, and
(iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting, and
legal expenses of the underwriter, applicable with respect to its Registrable Securities, in each case to the extent not payable by the Company under the terms of this Agreement.

1.5Mandatory Form S-3 Registration Right Preserved.    No right to registration of Registrable
Securities under Section 1.4 limits in any manner the registration required under Section 1.1 above. The obligations of the Company under Section 1.4 expire upon the earlier of
(i) the effectiveness of the Registration Statement filed pursuant to Section 1.1 above, (ii) after the Company has afforded the opportunity for the Holder to exercise
registration rights under Section 1.4 for one registration (provided however that if the Holder has had any Registrable Securities excluded from any Registration Statement in accordance with
Section 1.4, the Holder may include in any additional Registration Statement filed by the Company the Registrable Securities so excluded), or (ii) upon the end of the Registration
Period.

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1.6Obligations of the Company.

Whenever
required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible in connection
therewith:



Registrable
Securities, in each case not later than the effective date of such registration.

1.7Information from Holder.

It
shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of the Holder that it
shall furnish to the Company such information regarding the Holder, the Registrable Securities held it, and the intended method of disposition of such securities as shall be reasonably required to
effect the registration of the Registrable Securities of the Holder.

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1.8Expenses of Registration.

All
expenses incurred in connection with a registration hereunder (other than underwriting discounts and commissions and the fees and disbursements of legal counsel and advisors for the
Holder), including (without limitation) all registration, filing and qualification fees (including any Blue Sky fees), printers' and accounting fees, fees and disbursements of counsel for the Company,
shall be borne by the Company, provided however that the Company will pay up to a total of $15,000 in legal fees for a single legal counsel for the Holder in connection with the mandatory registration
provided by Section 1.1 hereof. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.4 if
the registration request is subsequently withdrawn at the request of the Holder (in which case the Holder shall bear such expenses pro rata based upon the number of Registrable Securities that were to
be registered in the withdrawn registration), provided however that if such withdrawal is based on a material adverse change in the condition, business or prospects of the Company from that known to
the Holder at the time of their request and the Holder has withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holder shall
not be required to pay any of such expenses and shall retain its rights pursuant to Section 1.4.

1.9Delay of Registration.

The
Holder shall not have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect
to the interpretation or implementation of this Section 1.

1.10Indemnification.

In
the event any Registrable Securities are included in a Registration Statement under this Section 1:



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1.11Reports Under Securities Exchange Act of 1934.

With
a view to making available to the Holder the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder
to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to exercise its best efforts at all times to:



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1.12Assignment of Registration Rights.

The
rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related rights and obligations) by the Holder to a
transferee or assignee of such securities that (i) is a subsidiary, affiliate, parent, partner, limited partner, retired partner or stockholder of the Holder, (ii) is the Holder's
immediate family member (spouse or child) or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds at least 20,000 shares of the Registrable
Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided that: (a) the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are being assigned, and provided further that the Company shall have no obligation to any transferee prior to receiving such
notification of transfer; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement and the Purchase Agreement of Holder,
including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such
securities by the transferee or assignee is restricted under the Act and the Purchase Agreement.

1.13"Market Stand-Off" Agreements.    Notwithstanding any other provision of this Agreement:



1.14Suspension of Registration.



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If
the use of the Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to the Holder, and will promptly notify the Holder as soon
as the use of the Registration Statement may be resumed.

2.MISCELLANEOUS

2.1Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of
California applicable to contracts entered into and wholly to be performed within the State of California, and without reference to the principles of conflicts of law. All disputes arising under this
Agreement shall be brought in the Superior Court of the State of California in San Francisco County or the Federal Court for the Northern District of California, and such courts shall have exclusive
jurisdiction over disputes under this Agreement. Each of the parties expressly consents to jurisdiction and venue in the state and federal courts located in the State of California, San Francisco
County, for all purposes of this Agreement or any dispute or controversy hereunder.

2.2Successors and Assigns.    Subject to Section 1.12 hereof, the Holder shall not have any right to assign
or transfer this Agreement or any of its rights or obligations hereunder to any third person or entity without the prior written consent of the Company, which may be withheld in its sole discretion.
Except
as limited by the foregoing, the provisions hereof shall inure to the benefit of and be binding upon the parties and the respective officers, directors, stockholders, affiliates, partners, members,
agents, representatives, successors, assigns, heirs, devisees, spouses, executors and administrators of each of the parties hereto. Without limiting the generality of the foregoing, and
notwithstanding anything in Section 1.3(b) to the contrary, each successor to the Company shall be bound hereunder to register any Registrable Securities issued by such successors upon the
conversion or exchange of other Registrable Securities in connection with a business combination or reorganization in which such

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successor is involved, even if the predecessor Registrable Securities were registered pursuant to Section 1.1. and 1.2 and the applicable registration statement has been declared or ordered
effective.

2.3Entire Agreement.    This Agreement and the Purchase Agreement constitute the full and entire understanding and
agreement between the parties with regard to the subject matter hereof; and any prior or contemporaneous agreements, promises, understandings, covenants, conditions, representations or warranties of
any kind or nature with regard to said subject matter not expressly set forth herein, whether written or oral or express or implied, shall be superseded and of no force or effect. Any modification or
amendment or waiver of this Agreement must be in writing and signed by both parties to be valid.

2.4Waiver; Remedies.    Any failure to enforce or delay in enforcing any of rights or obligations for the benefit
of a party shall not be treated as a waiver thereof. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies specified for a party
herein shall be cumulative and in addition to all other rights and remedies of the party hereunder or under applicable law.

2.5Notices, Etc.    All notices, requests, demands and other communications required or permitted to be given
hereunder ("Notices") shall be in writing and shall be delivered prepaid (a) by personal delivery, (b) by a nationally recognized overnight courier service, (c) by United States
first class registered or certified mail return receipt requested, or (d) by telefacsimile, using equipment that provides written confirmation of receipt, addressed to the other party at the
address or facsimile number for such party provided herein; and the date of notice shall be the earlier of (i) actual receipt of notice by any permitted means, or (ii) three
(3) business days following dispatch by overnight delivery service or the United States Mail; provided however any notice delivered by telefacsimile shall be effective only if the facsimile is
legible and if a confirming copy is sent by any other permitted means hereunder within ten (10) days after transmission. All Notices shall be addressed: (x) if to the Holder, at the
Holder's address or telefacsimile number set forth on the signature page hereof, or at such other address or number as the Holder shall have furnished to the Company in writing for such purpose, or
(y) if to the Company, at its address or telefacsimile number set forth on the signature page hereof, to the attention of the President of the Company, or at such other address or number as the
Company shall have furnished in writing to the Holder for such purpose, with a copy to: Morrison & Foerster LLP, 425 Market Street, San Francisco, California 94105, Attention: Stafford
Matthews, Esq.

2.6Counterparts.    This Agreement may be executed in one or more counterparts, each of which may be executed by
less than all of the parties hereto, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

2.7Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

2.8Interpretation.    The titles and section headings set forth in this Agreement are for convenience only. When
the context requires, the plural shall include the singular and the singular the plural, and any gender shall include all other genders. No provision of this Agreement shall be interpreted or
construed against any party because such party or its counsel was the drafter thereof. As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be
terms of limitation, but rather shall be deemed to be followed by the words "without limitation. Except as otherwise indicated, all references in this Agreement to "Sections" are intended to refer to
Sections of this Agreement.

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2.9Attorneys' Fees.    In the event suit is brought to enforce or interpret any part of this Agreement or any of
the rights or obligations of any party hereunder, the prevailing party shall be entitled to recover as an element of such party's costs of suit, and not as damages, reasonable attorneys' fees and
expenses, court costs and expert witness fees and costs.

2.10Expenses.    Each of the parties shall bear all of its own costs and expenses incurred in connection with the
negotiation of this Agreement, including legal and accounting fees incurred in connection therewith.

IN
WITNESS WHEREOF, the parties hereto have entered into and executed this Registration Rights Agreement as of the date first above written.

|RAINING DATA CORPORATION                                                                |  |                                                       |  |             
|--------------------------------------------------------------------------------------- |  | ----------------------------------------------------- |  | ------------
|By:                                                                                     |  | /s/GEOFFREY WAGNERGeoffrey Wagner, Chairman           |  | Date Signed:
|17500 Cartwright Road
Irvine, California 92614-5846
Attn: President
Fax: (949) 250-8187 |  |                                                       |  |             
|HOLDER:                                                                                 |  |                                                       |  |             
|ASTORIA CAPITAL PARTNERS, L.P.                                                          |  |                                                       |  |             
|By:                                                                                     |  | Astoria Capital Management, Inc.,
Its General Partner |  |             
|By:                                                                                     |  | /s/RICHARD W. KOERichard Koe, President               |  | Date Signed:
|6600 92nd Avenue S.W.
Suite 370
Portland Oregon 97223
Fax: (503) 244-3801               |  |                                                       |  |             

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SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is entered into as of April 3,
2002, by and among Raining Data Corporation fka Omnis Technology Corporation, a Delaware corporation (the "Company"), and Astoria Capital Partners,
L.P., a California limited partnership (the "Holder").

RECITALS

AGREEMENT



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IN
WITNESS WHEREOF, the undersigned have hereunto set their hand as of the day and year first written above.

|RAINING DATA CORPORATION
fka OMNIS TECHNOLOGY CORPORATION |  |                                                      
|--------------------------------------------------------- |  | -----------------------------------------------------
|By:                                                       |  | /s/CARLTON H. BAAB                                   
|Name:                                                     |  | Carlton H. Baab                                      
|Title:                                                    |  | President and CEO                                    
|HOLDER:                                                   |  |                                                      
|ASTORIA CAPITAL PARTNERS, L.P.                            |  |                                                      
|By:                                                       |  | Astoria Capital Management, Inc.,
Its General Partner
|By:                                                       |  | /s/RICK KOERick Koe                                  

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