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                                                                     EXHIBIT 4.4

     THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
     SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
     UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM
     AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE OR
     TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


                              COMMON STOCK WARRANT

                                       of

                         SKYSTREAM NETWORKS CORPORATION


        FOR VALUE RECEIVED, SKYSTREAM NETWORKS CORPORATION, a Delaware
corporation (the "Company"), hereby certifies that the David Dollinger Living
Trust (the "Warrantholder") is entitled, subject to the provisions of this
Warrant, to purchase from the Company 10,000 shares of the Company's common
stock at a purchase price per share of $13.00 ("Purchase Price"). The aggregate
purchase price under this Warrant is $130,000.00 ("Aggregate Purchase Price").

        Upon delivery of this Warrant, together with payment of the Warrant
Price multiplied by the number of shares of the Common thereby purchased, at the
principal office of the Company or at such other office or agency as the Company
may designate by notice in writing to the holder hereof, the holder of this
Warrant shall be entitled to receive a certificate or certificates for the
shares of Common so purchased. The date at which the Company receives (i) the
Warrant and (ii) payment for the shares of Common, either by payment in cash or
by check, or by notice of the Warrantholder's intent to use the proceeds from
the sale of shares at a Public Offering (as defined below) or notice of intent
to use shares of Common as payment, both as described in Section 1 below, or
such later date as such notice shall specify, shall be referred to herein as the
"Exercise Date." All shares of Common which may be issued upon the exercise of
this Warrant will, upon issuance, be fully paid and non-assessable and free from
all taxes, liens and charges with respect thereto.

        This Warrant is subject to the following terms and conditions:

        1. Exercise of Warrant: Subject to the terms and conditions set forth
herein, this Warrant may be exercised in whole or in part, on or before February
9, 2005, by the surrender of this Warrant together with the "Notice of Exercise"
and "Investment Representation Statement" attached hereto as Exhibits A and B,
respectively, duly completed and executed at the principal office of the Company
and by the payment to the Company, in the manner provided for in the following
paragraph, of the Warrant Price multiplied by the number of the Common shares
purchased. The Company shall, within 10 days after such delivery, prepare a
certificate for the shares of Common purchased in the name of the holder of this
Warrant, or as such holder may direct (subject to the restrictions upon transfer
contained herein and upon payment by such holder hereof of any applicable
transfer taxes).

        This Warrant may be exercised by the payment to the Company, by cash or
check, or from the proceeds of the sale of shares of Common Stock issued upon
conversion of shares of Common issued upon exercise of this Warrant sold by the
Warrantholder pursuant to a Public Offering of an amount equal to the


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aggregate Warrant Price multiplied by the number of shares being purchased. In
lieu of exercising this Warrant as described above, the Warrantholder may elect
to receive shares equal to the value (as determined below) of this Warrant (or
the portion thereof being canceled) by surrender of this Warrant at the
principal office of the Company together with notice of such election (which
notice shall include the number of shares being exercised hereunder), in which
event the Company shall issue to the Warrantholder a number of shares of Common
(or Common Stock if the Common has been converted into Common Stock) equal to
the quotient obtained by dividing (x) the value of the shares of Common being
exercised (the "Exercised Shares") on the Exercise Date, which value shall be
determined by subtracting (A) the aggregate Warrant Price of the Exercised
Shares immediately prior to the exercise of the Warrant from (B) the aggregate
fair market value of the Exercised Shares on the Exercise Date, by (y) the fair
market value of one share of Common (or Common Stock if the Common has been
converted into Common Stock) as of the Exercise Date. No fractional shares shall
be issuable upon exercise of this Warrant, and if the number of shares to be
issued determined in accordance with the foregoing formula is other than a whole
number, the Company shall pay to the Warrantholder an amount in cash equal to
the fair market value of the resulting fractional share on the Exercise Date.

        The exercise of this Warrant may be made contingent upon (i) the closing
of a Public Offering, (ii) the closing of any consolidation or merger of the
Company with or into any other unaffiliated corporation, entity or person, or
any other reorganization in which the Company shall not be the continuing or
surviving entity of such consolidation, merger or reorganization (a "Merger"),
or (iii) the sale of all or substantially all of the assets of the Company (a
"Sale"). The Company shall notify the holder if an event or transaction of the
kind described in this section is proposed at least fifteen days prior to the
closing of such event or transaction; such notice shall also contain such
details of the proposed event or transaction as are reasonable in the
circumstances.

        Certificates for the shares issuable upon exercise of this Warrant and,
if applicable, a new warrant evidencing the balance of the shares remaining
subject to this Warrant shall be issued as of the Exercise Date and shall be
delivered to the holder within thirty days following the Exercise Date.

        For purposes of this Section 1, the fair market value of the Common (or
Common Stock if the Common has been converted into Common Stock) shall be
determined as follows:

        (i) If this Warrant is exercised in connection with and contingent upon
a Public Offering, and if the Company's registration statement relating to such
Public Offering has been declared effective by the Securities and Exchange
Commission, then the fair market value per share shall be the initial "Price to
Public" specified in the final prospectus with respect to such offering.

        (ii) If this Warrant is exercised in connection with a merger,
consolidation or sale of substantially all assets of the Company, then the fair
market value per share shall be equal to the sum of all cash, stock and other
consideration received by the Company, divided by the number of outstanding
shares of the Company's Capital stock.

        (iii) If this Warrant is not exercised in connection with and contingent
upon a Public Offering, then the fair market value per share shall be determined
by the Board of Directors of the Company in good faith in such fashion as is
reasonable and normal for companies in a similar stage of development.

        (iv) If this Warrant is exercised at a time when shares of the Company's
Common Stock are traded on a public market, then the fair market value per share
shall be the closing price of one share of the Company's Common Stock reported
for the business day immediately before Warrantholder delivers its Notice of
Exercise to the Company.


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        2. Transfer of Warrant. This Warrant and all rights hereunder are not
transferable.

        3. Condition of Transfer or Exercise of Warrant. It shall be a condition
to any exercise of this Warrant that the Company shall have received, at the
time of such exercise, a representation in writing that this Warrant or the
shares of Common or other securities being issued upon such exercise, are being
acquired for investment not with a view to any sale or distribution thereof, or
a statement of the pertinent facts covering any proposed distribution thereof.
It shall be a further condition to any transfer of any or all of the shares of
Common issued upon exercise of this Warrant, or Common Stock issued upon
conversion of the Common, other than a transfer registered under the Act, that
the Company shall have received a legal opinion, in form and substance
satisfactory to the Company and its counsel, reciting the pertinent
circumstances surrounding the proposed transfer and stating that such transfer
is exempt from the prospectus and the registration requirements of the Act. Each
certificate evidencing the shares of Common issued upon exercise of this
Warrant, or Common Stock issued upon conversion of the Common, or upon any
transfer of such shares (other than a transfer registered under the Act or any
subsequent transfer or shares so registered) shall, at the option of the
Company, contain a legend, in form and substance satisfactory to the Company and
its counsel, restricting the transfer of such shares to sales or other
dispositions exempt from the requirements of the Act substantially to the
following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS
REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR UNLESS AN OPINION OF
COUNSEL TO THE CORPORATION IS OBTAINED STATING THAT SUCH DISPOSITION IS IN
COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

        4. Adjustment of Warrant Price and Number of Shares Purchasable
Hereunder. The Warrant Price and the number of shares purchasable hereunder
shall be subject to adjustment from time to time in accordance with the
following provisions.

                (a) Subdivisions or Combinations. In case the Company shall at
any time subdivide the outstanding shares of its Common, the Warrant Price in
effect immediately prior to such subdivision shall be proportionately decreased,
and in case the Company shall at any time combine the outstanding shares of its
Common, the Warrant Price in effect immediately prior to such combination shall
be proportionately increased, effective at the close of business on the date of
such subdivision or combination, as the case may be.

                (b) Stock Dividends. In case the Company shall at any time pay a
dividend with respect to Common payable in Common, then the Warrant Price in
effect immediately prior to the record date for distribution of such dividend
shall be adjusted to that price determined by multiplying the Warrant Price in
effect immediately prior to such record date by a fraction (i) the numerator of
which shall be the total number of shares of Common outstanding immediately
prior to such dividend and (ii) the denominator of which shall be the total
number of shares of Common outstanding immediately after such dividend.

                (c) Number of Shares. Upon each adjustment pursuant to
subdivisions (b) or (c) of this Section 4, the registered holder of this Warrant
shall thereafter (until another such adjustment) be entitled to purchase, at the
adjusted Warrant Price, the number of shares of Common, calculated to the
nearest full share, obtained by multiplying the number of shares of Common
purchasable hereunder immediately prior to such adjustment by the Warrant Price
in effect prior to such adjustment and dividing the product so obtained by the
adjusted Warrant Price.


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                (d) Reclassification. In case of any reclassification, change or
conversion of securities of the class or series issuable upon exercise of this
Warrant (other than as a result of a merger, subdivision or combination
described above), or in case of any Merger where the successor entity agrees to
assume the obligations of this Warrant, the Company, or such successor or
purchasing corporation, as the case may be, shall duly execute and deliver to
the Warrantholder a new warrant so that the Warrantholder shall have the right
to receive, at a total purchase price not to exceed that payable upon the
exercise of the unexercised portion of this Warrant, and in lieu of the shares
of Common theretofore issuable upon exercise of this Warrant, the kind and
amount of shares of stock, other securities, money and property receivable upon
such reclassification, change or conversion by a holder of the number of shares
of Common then purchasable under this Warrant. Such new warrant shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 4. The provisions of this subparagraph
(d) shall similarly apply to successive reclassifications, changes, and
conversions.

        5. Notices.

                (a) Upon any adjustment of the Warrant Price and any increase or
decrease in the number of shares of Common purchasable upon the exercise of this
Warrant, then, and in each such case, the Company, within thirty (30) days
thereafter, shall give written notice thereof to the registered holder of this
Warrant at the address of such holder as shown on the books of the Company which
notice shall state the Warrant Price as adjusted and the increased or decreased
number of shares purchasable upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation of each.

                (b) In the event that the Company shall propose at any time to
effect a public offering of the Company's Common Stock pursuant to an effective
registration statement under the Act, the Company shall send to the
Warrantholder at least twenty days' prior written notice of the date when the
same is anticipated to take place; provided, however, that the failure to give
such notice shall not give the Warrantholder the right to delay or otherwise
restrain or affect the Public Offering. Such written notice may be in lieu of
the notice required under the third paragraph of Section 1 and shall be given by
first class mail, postage prepaid, addressed to the Warrantholder at the address
as shown on the books of the Company for the Warrantholder.

        6. Representations of Warrantholder. Concurrently with the receipt of
this Warrant and, upon exercise of this Warrant, the Warrantholder shall have
executed the Investment Representation Statement in the form attached hereto as
Exhibit B.

        7. Representations, Warranties and Covenants of the Company.

                The Company represents and warrants to the Warrantholder, as of
the Effective Date set forth below, as follows:

                (a) This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company, enforceable in
accordance with its terms except as to (i) the effect of applicable bankruptcy
and similar laws affecting the rights of creditors, and (ii) the effect of rules
of law governing specific performance, injunctive relief and other equitable
remedies.

                (b) The Common has been duly authorized and reserved for
issuance by the Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and non-assessable, and free from all taxes,
liens and changes with respect to the issues of such shares.


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                (c) The execution and delivery of this Warrant is not, and the
issuance of the Common upon exercise of this Warrant in accordance with the
terms hereof is not, inconsistent with the Company's Certificate of
Incorporation, as amended to date, or Bylaws, does not contravene any law,
governmental rule or regulation, judgment or order applicable to the Company,
and does not conflict with or contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other instrument of which
the Company is a party or by which it is bound or require the consent or
approval of, the giving of notice to, the registration or filing with or the
taking of any action in respect of or by, any federal, state or local government
authority or agency or other person, other than state or federal securities law
filings.

                (d) During the period within which this Warrant may be
exercised, the Company will at all times have authorized and reserved for the
purpose of the issuance upon exercise of this Warrant a sufficient number of
shares of its Common to provide for the exercise of this Warrant and a
sufficient number of shares of its Common Stock to provide for the conversion of
the Common into Common Stock.

        8. Market Stand off Provisions. The Warrantholder agrees in connection
with the initial registration of the Company's securities that, upon request of
the Company or the underwriters managing any underwritten initial public
offering of the Company's securities, not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any Registrable
Securities without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days from the effective date of such registration, or such
longer period as may be agreed to by the holders of a majority of the
outstanding Registrable Securities) as may be requested by the Company or such
managing underwriters; provided, however, that all officers and directors of the
Company, all one-percent securityholders, and all other persons with
registration rights (whether or not pursuant to this Agreement) enter into
similar agreements with respect to securities of the Company held by them.

        10. Miscellaneous.

                (a) The terms of this Warrant shall be binding upon and shall
inure to the benefit of any successors of the Company and of the holder hereof
and of the Common issued or issuable upon the exercise hereof, and all of the
obligations of the Company relating to the Common issuable upon exercise of this
Warrant shall survive the exercise of this Warrant.

                (b) No holder of this Warrant, as such, shall be entitled to
vote or receive dividends or be deemed to be a shareholder of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer
upon the holder of this Warrant, as such, any rights of a shareholder of the
Company or any right to vote, give or withhold consent to any corporate action,
receive notice of meetings, receive dividends or subscription rights, or
otherwise.

                (c) Receipt of this Warrant by the holder hereof shall
constitute acceptance of and agreement to the foregoing terms and conditions.

                (d) The Company will not, by amendment of its Certificate of
Incorporation, as amended to date, or through any other means, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the holder of this Warrant against impairment.


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                (e) Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company, or in the
case of any such mutilation, upon surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new
Warrant of like data and tenor.

                (f) This Warrant shall be governed by the internal laws of the
State of California.

        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

Effective Date of Warrant:   February 9, 2000

COMPANY: SKYSTREAM NETWORKS CORPORATION


By: /s/ Susan Ketcham
   --------------------------------------------

Print Name: Susan Ketcham
           ------------------------------------

Title: CFO, Treasurer & Secretary
      -----------------------------------------


ACCEPTED AND AGREED:

WARRANTHOLDER:
DAVID DOLLINGER LIVING TRUST


By: /s/ David Dollinger
   --------------------------------------------

Print Name: David Dollinger
           ------------------------------------

Title: Trustee
      -----------------------------------------


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                                    EXHIBIT A

                               NOTICE OF ELECTION



Ladies and Gentlemen:

The undersigned warrantholder (the "Warrantholder") hereby elects to exercise
that certain Common Stock Warrant (the "Warrant") by and between the
Warrantholder and the Company, dated February 9, 2000, by surrendering the
Warrant at the principal office of the Company, in exchange for ___________
shares of Common Stock of SKYSTREAM NETWORKS CORPORATION.

The Warrantholder hereby confirms and acknowledges the investment
representations and warranties made in Section 7 of the Warrant, a copy of which
is available from the Company, provides herewith the executed Investment
Representation Statement attached to the Warrant as Exhibit B, and accepts such
shares subject to the restrictions of the Warrant.

Dated:
      -----------------------------------------


WARRANTHOLDER:


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(Signature)


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(Typed or Printed Name)


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(Title)



Address:


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                                    EXHIBIT B

                       INVESTMENT REPRESENTATION STATEMENT

                                           Warrants to Purchase Shares of Common
                                           Stock of SKYSTREAM NETWORKS
                                           CORPORATION


        In connection with the purchase of the above-listed securities the
undersigned hereby represents to SKYSTREAM NETWORKS CORPORATION (the "Company")
as follows:

        1. Receipt of Information. The undersigned has received all the
information it considers necessary or appropriate for deciding whether to
purchase the Common Stock issuable upon exercise of the Warrant dated
________________________ (the "Warrant") issued by the Company to the
undersigned, and it has examined any information furnished to it by the Company
in connection therewith.

        2. Investment Representation.

                (a) The shares of the Company's capital stock to be received by
the undersigned upon the exercise of the Warrant (the "Securities") will be
acquired for investment for its own account, not as a nominee or agent, and not
with a view to the sale or distribution of any part thereof, and the undersigned
has no present intention of selling, granting participation in or otherwise
distributing the same, but subject, nevertheless, to any requirement of law that
the disposition of its property shall at all times be within its control. By
executing this Statement, the undersigned further represents that it does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer, or grant participations to such person or to any third person,
with respect to any Securities issuable upon exercise of the Warrant.

                (b) The undersigned understands that the Securities issuable
upon exercise of the Warrant at the time of issuance may not be registered under
the Securities Act of 1933, as amended (the "Act"), and applicable state
securities laws, on the ground that the issuance of such securities is exempt
pursuant to Section 4(2) of the Act and state law exemptions relating to offers
and sales not by means of a public offering, and that the Company's reliance on
such exemptions is predicated on the undersigned's representations set forth
herein. The undersigned is an "Accredited Investor" as such term is defined in
Rule 501 promulgated by the Securities and Exchange Commission pursuant to the
Act.

                (c) The undersigned agrees that in no event will it make a
disposition of any Securities acquired upon the exercise of the Warrant unless
and until (i) it shall have notified the Company of the proposed disposition and
shall have furnished the Company with a statement of the circumstances
surrounding the proposed disposition, and (ii) it shall have furnished the
Company with an opinion of counsel satisfactory to the Company and the Company's
counsel to the effect that (a) appropriate action necessary for compliance with
the Act and any applicable state securities laws has been taken or an exemption
from the registration requirements of the Act and such laws is available, and
(b) that the proposed transfer will not violate any of said laws.


<PAGE>   9

        (d) The undersigned represents that it is able to fend for itself in the
transactions contemplated by this Statement, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investments, and has the ability to bear the economic risks
(including the risk of a total loss) of its investment. The undersigned
represents that it has had the opportunity to ask questions of the Company
concerning the Company's business and assets and to obtain any additional
information which it considered necessary to verify the accuracy of or to
amplify the Company's disclosures, and has had all questions which have been
asked by it satisfactorily answered by the Company.

        (e) The undersigned acknowledges that the Securities issuable upon
exercise of the Warrant must be held indefinitely unless subsequently registered
under the Act or an exemption from such registration is available. The
undersigned is aware of the provisions of Rule 144 promulgated under the Act
which permit limited resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, including, among other things, the
existence of a public market for the shares, the availability of certain current
public information about the Company, the resale occurring not less than one
year after a party has purchased and paid for the security to be sold, the sale
being through a "broker's transaction" or in transactions directly with a
"market maker" (as provided by Rule 144(f)) and the number of shares being sold
during any three-month period not exceeding specified limitations. The
undersigned is aware that as of the date of this statement the conditions for
resale set forth in Rule 144 have not been satisfied. The Warrantholder
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company and any other legend required under applicable state
securities laws.

        (f) The Warrantholder further understands that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under the
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the Securities and Exchange Commission has expressed its opinion, that
persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own risk.
The Warrantholder understands that no assurances can be given that any such
other registration exemption will be available in such event.



Dated:
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(Signature)


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(Typed or Printed Name)


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(Title)



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