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                                                                   EXHIBIT 4.4.2

Certificate                FOUNTAIN VIEW, INC.                 *________* Shares
Number PA-___            A Delaware Corporation        Series A Preferred Stock,
                                                                 $0.01 par value

                        Capital Stock: 2,500,000 Shares

Preferred Stock: 1,000,000 Shares                 Common Stock: 1,500,000 Shares

         THIS CERTIFIES THAT *___________________* is the record holder of
[_____________] (______) shares of the SERIES A PREFERRED STOCK of FOUNTAIN
VIEW, INC., transferable only on the share register of said Corporation, in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed or assigned.

         This certificate and the shares represented hereby are issued and shall
be held subject to all the provisions of the Certificate of Incorporation and
the Bylaws of said Corporation and any amendments and/or restatements thereof,
to all of which the holder of this certificate, by acceptance hereof, assents.

         A statement of the powers, designations, preferences, and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights may be obtained by any stockholder, upon request and without
charge, at the principal office of the Corporation.

         FOR RESTRICTIONS ON TRANSFER OF SHARES AND OTHER RIGHTS AND
RESTRICTIONS SEE REVERSE SIDE OF THIS CERTIFICATE.

         IN WITNESS WHEREOF, the said Corporation has caused this certificate to
be signed by its duly authorized officers this ____ day of __________, ____.

___________________________            _________________________________________
Roland Rapp, Secretary                 Boyd Hendrickson, Chief Executive Officer

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FOR VALUE RECEIVED, ___________________________________ HEREBY SELLS, ASSIGNS
AND TRANSFERS UNTO ____________________________________,
________________________________________________ (_________) SHARES REPRESENTED
BY THE WITHIN CERTIFICATE, AND DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
______________________ ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE
WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED __________________, _____

_______________________________
        (Stockholder)

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. SUCH
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF EFFECTIVE REGISTRATION
STATEMENTS COVERING SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND
OTHER OBLIGATIONS CONTAINED IN AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
BETWEEN THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE
WITH THE COMPANY AND WILL BE FURNISHED WITHOUT COST TO THE HOLDER HEREOF UPON
WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.