**Exhibit3**

 

ARTICLES OFAMENDMENT

 

OF THE

 

ARTICLES OFINCORPORATION

 

OF

 

SENTO CORPORATION

 

 

Pursuant to theprovisions of the Utah Revised Business Corporation Act, the undersignedcorporation does hereby adopt the following Articles of Amendment to its Articlesof Incorporation:

 

1.             The name of the corporation is Sento Corporation (the“Company”).

 

2.             The Articles of Incorporation of the Company are herebyamended as follows:

 

The existing Article III is hereby amended to add thefollowing subsection B.5:

 

5.             (a) Each four (4) shares of Common Stack issued andoutstanding as of 9:00 a.m. Eastern Standard Time on November 25, 2002(the “Change Time”) shall be, on and as of the Change Time, combined into one(1) share of Common Stock.

 

(b) Each certificate representingshares of Common Stock that is issued and outstanding immediately prior to theChange Time shall thereafter for all purposes be deemed to represent one (1)share (post-split) of Common Stock for each four (4) shares (pre-split) ofCommon Stock represented by such certificate; and each holder of record of acertificate for one or more shares of Common Stock as of the Change Time shallbe entitled to receive, as soon as practicable, and upon surrender of suchcertificate to the officer or agent having charge of the stock transfer booksof the Company, a certificate or certificates representing one (1) share ofCommon Stock for each four (4) shares of Common Stock represented by thecertificate of such holder immediately prior to the Change Time.  No fractional shares of Common Stock orscript will be issued in connection with the foregoing.  Holders of the Common Stock who wouldotherwise be entitled to a fractional share will be entitled, upon surrender ofcertificate(s) representing such shares, to a cash payment in lieuthereof.  The cash payment will equalthe fraction to which the holder would otherwise be entitled multiplied by theaverage of the closing prices (as adjusted to reflect the reverse stock splitcontemplated hereby) of the Common Stock, as reported by the Nasdaq SmallCapMarket, 

 

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during the 20 tradingdays preceding the date that is five days before the Change Time.  There shall be no change to the authorizednumber of shares or to the par value per share.

 

3.             The foregoing amendment to Article III of the Articlesof Incorporation of the Company was adopted by the Board of Directors of theCompany on September 27, 2002, and by the shareholders of the Company onNovember 14, 2002.

 

4.           The foregoing amendment to Article III of the Articles ofIncorporation was approved by the shareholders of the Company as follows:

 

a.             The designation of the voting group which voted on theamendment was Common Stock; the number of shares of Common Stock outstandingand the number of votes entitled to be cast at the meeting by the Common Stockvoting group was 8,395,766; the number of votes of the Common Stock votinggroup indisputably represented at the meeting was 7,625,699; and

 

b.             The total number of votes cast for the amendment by theCommon Stock voting group was 7,143,596; and the total number of votes castagainst the amendment by the Common Stock voting group was 178,302.  The number of votes abstaining from votingwas 5,000.

 

 

DATED the 15th  day of November, 2002.

 
|   |   |   | SENTO CORPORATION,                                                 |
|--------|--------|--------|--------------------------------------------------------------------|
|   |   |   | a Utah corporation                                                 |
|   |   |   |                                                               |
|   |   |   |                                                               |
|   |   | By:    |     /s/                                             |
|   |   |   | Stanley J. Cutler, Senior Vice President of Finance  and Secretary |

 

 

ADDRESS TO WHICH DIVISION MAY SEND

COPY UPON COMPLETION OF FILING

 

Stanley J. Cutler

SENTO CORPORATION

808 East Utah Valley Drive

American Fork, Utah 84003

 

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