Stock Certificate


    Exhibit
      4.4h

    

     

    

      No.
        ____________
        Shares
        Strasbaugh
           Authorized
        Capital Stock: 115,000,000 Shares - No Par Value   
100,000,000 Shares Common Stock 
        15,000,000 Shares Preferred Stock 5,909,089 Shares Series A Cumulative
        Redeemable Convertible Preferred Stock SERIES
        A CUMULATIVE REDEEMABLE CONVERTIBLE PREFERRED STOCK SEE
        LEGEND(S) ENDORSED ON REVERSE SIDE This Certifies that SPECIMIN
        is
        the record holder of _______________
        Shares
        of Preferred Stock transferable only on the books of the Corporation by the
        holder hereof in person or by Attorney upon surrender of this Certificate
        properly endorsed. The
        Corporation will furnish at its principal office, without charge to each
        stockholder who so requests, 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. In
        Witness Whereof, the said Corporation has caused this Certificate to be signed
        by its duly authorized officers and its Corporate Seal to be hereunto affixed
        this _____ day of __________, A.D. 2007 Chuck Schillings, President Richard
        Nance, Chief Financial Officer

      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

     

    

      


      For
        value received ____________________ hereby sell, assign and transfer unto
        PLEASE
        INSERT SOCIAL SECURITY OR OTHER  IDENTIFYING NUMBER OF
        ASSIGNEE

      (NAME
        AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN ____________________________________________________
        Shares represented by the within certificate and, if required, do 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
        _________________________  In presence of _______________________,
        ______________________ THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
        RELIANCE UPON AN EXCEPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
        1933,
        AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND,
        ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
        EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
        SECURITIES LAWS OR BLUE SKY LAWS. THESE SECURITIES MAY BE PLEDGED IN CONNECTION
        WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THE SECURITIES.