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                      ARTICLES OF AMENDMENT AND RESTATEMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF
                     SENTO TECHNICAL INNOVATIONS CORPORATION
                          (HEREAFTER SENTO CORPORATION)

          Pursuant to the provisions of the Utah Revised Business Corporation
Act, the undersigned corporation (the "Corporation") hereby adopts the following
Articles of Amendment and Restatement of its Articles of Incorporation with the
intent that this amendment constitutes a restatement of such Articles of
Incorporation and supersedes the existing Articles of Incorporation as
previously amended:

                                       I.

          The name of the corporation is Sento Technical Innovations
Corporation.

                                       II.

          The following Amended and Restated Articles of Incorporation were
adopted by the shareholders of the corporation at a meeting of shareholders held
on August 11, 1998 in the manner prescribed by the Utah Revised Business
Corporation Act:

          The Articles of Incorporation of the corporation, as previously
amended, are hereby amended and restated in their entirety as follows:


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                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                                SENTO CORPORATION

                                ARTICLE I - NAME

          The name of the corporation is Sento Corporation.

                        ARTICLE II - PURPOSES AND POWERS

          The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Utah Revised Business
Corporation Act. The corporation shall have all of the rights, powers and
privileges now or hereafter conferred upon corporations organized under the Utah
Revised Business Corporation Act. The corporation may do everything necessary,
suitable or proper for the accomplishment of any of its corporate purposes.

                              ARTICLE III - SHARES

          The total number of shares of capital stock which the corporation
shall have authority to issue is fifty five million (55,000,000) of which five
million (5,000,000) shall be shares of preferred stock, no par value
(hereinafter called the "Preferred Stock"), and fifty million (50,000,000) shall
be shares of common stock, $.25 par value (hereinafter called the "Common
Stock").

          The designation, powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of each class of stock, and the express grant of authority
to the board of directors to amend these Articles of Incorporation to fix the
designation, powers, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, of each
share of the Preferred Stock which are not fixed by these Articles of
Incorporation, are as follows:

A.        PREFERRED STOCK


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     1.   NUMBER; SERIES. The Preferred Stock may be issued in one or more
series, from time to time, with each such series to have such designation,
powers, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereof, as shall be
stated and expressed in an amendment to these Articles of Incorporation
providing for the issue of such series. The board of directors of the
corporation is hereby expressly vested with authority to amend the Articles of
Incorporation, without shareholder action or approval, to: (a) create one or
more series of the Preferred Stock, fix the number of shares of each such series
(within the total number of authorized shares of the Preferred Stock available
for designation as a part of such series), and designate and determine, in whole
or part, the preferences, limitations, and relative rights of each series of the
Preferred Stock; (b) alter or revoke the preferences, limitations and relative
rights granted to or imposed upon any wholly unissued series of the Preferred
Stock; or (c) increase or decrease the number of shares constituting any series
of the Preferred Stock (the number of shares of which was originally fixed by
the board of directors) either before or after the issuance of shares of the
series, provided that the number may not be decreased below the number of shares
of such series then outstanding, or increased above the total number of
authorized shares of the Preferred Stock available for designation as a part of
such series. Without limiting the foregoing, the authority of the board of
directors with respect to each such series shall include, but not be limited to,
the determination or fixing of the following:

          (i)    The distinctive designation and number of shares comprising
such series, which number may (except where otherwise provided by the board of
directors in creating such series) be increased or decreased (but not below the
number of shares then outstanding) from time to time by like action of the board
of directors;

          (ii)   The dividend rate of such series, the conditions and times upon
which such dividends shall be payable, the relation which such dividends shall
bear to the dividends payable on any other class or classes of stock or series
thereof, or on the other series of the same class, and whether dividends shall
be cumulative or noncumulative;

          (iii)  The conditions upon which the shares of such series shall be
subject to redemption by the corporation and the times, prices and other terms
and provisions upon which the shares of the series may be redeemed;

          (iv)   Whether or not the shares of the series shall be subject to the
operation of retirement or sinking fund provisions to be applied to the purchase
or redemption of such shares and, if such retirement or sinking fund be
established, the annual amount thereof and the terms and provisions relative to
the operation thereof;

          (v)    Whether or not the shares of the series shall be convertible
into or exchangeable for shares of any other class or classes, with or without
par value, or of any other series of the same class and, if provision is made
for conversion or exchange, the times, prices, rates, adjustments and other
terms and conditions of such conversion or exchange;

          (vi)   Whether or not the shares of the series shall have voting
rights, in addition to the voting rights provided by law, and, if so, subject to
the limitations hereinafter set forth, the terms of such voting rights;

          (vii)  The rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or upon distribution of assets
of the corporation;


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          (viii) Any other powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such series, as the board of directors
may deem advisable.

     2.   DIVIDENDS. The holders of the shares of the Preferred Stock of each
series shall be entitled to receive, when and as declared by the board of
directors, out of the funds legally available for the payment of dividends,
dividends at the rate fixed by the board of directors for such series for the
current period and, if cumulative, for all prior periods for which such
dividends are cumulative.

     Whenever, at any time, dividends on the then outstanding Preferred Stock as
may be required with respect to any series outstanding shall have been paid or
declared and set apart for payment on the then outstanding Preferred Stock, and
after complying with respect to any retirement or sinking fund or funds for all
applicable series of the Preferred Stock, the board of directors may, subject to
the provisions of the resolution or resolutions creating the series of the
Preferred Stock, declare and pay dividends on the Common Stock as provided in
paragraph B.1. of this Article III, and the holders of shares of the Preferred
Stock shall not be entitled to share therein, except as otherwise provided in
the amendment creating any series.

     3.   LIQUIDATION; DISSOLUTION. The holders of the Preferred Stock of each
series shall be entitled upon liquidation or dissolution of the corporation to
such preferences as are provided in the amendment creating such series of the
Preferred Stock, and no more, before any distribution of the assets of the
corporation shall be made to the holders of shares of the Common Stock. Whenever
the holders of shares of the Preferred Stock shall have been paid the full
amounts to which they shall be entitled, the holders of shares of the Common
Stock shall be entitled to share in all assets of the corporation remaining as
provided in paragraph B.2. of this Article III. If, upon such liquidation,
dissolution or winding up, the assets of the corporation distributable as
aforesaid among the holders of the Preferred Stock of all series shall be
insufficient to permit full payment to them of said preferential amounts, then
such assets shall be distributed ratably among such holders in proportion to the
respective total amounts which they shall be entitled to receive as provided in
this paragraph A.3.

     4.   VOTING. Except as otherwise provided by an amendment to the Articles
of Incorporation creating any series of the Preferred Stock or by the general
corporation law of Utah, the Common Stock issued and outstanding shall have and
possess the exclusive power to vote for the election of directors and for all
other purposes as provided in paragraph B.3. of this Article III.

     5.   PREEMPTIVE RIGHTS. Except as otherwise provided by an amendment to the
Articles of Incorporation providing for the issuance of any series of the
Preferred Stock, no holder of shares of the Preferred Stock shall, as such
holder, be entitled as of right to subscribe for, purchase or receive any part
of any new or additional issue of stock of any class, whether now or hereafter
authorized, or of bonds, debentures or other securities convertible into or
exchangeable for stock, but all such additional shares of stock of any class, or
bonds, debentures or other securities convertible into or exchangeable for
stock, may be issued and disposed of by the board of directors on such terms and
for such consideration, so far as may be permitted by law, and to such persons,
as the board of directors in its absolute discretion may deem advisable.


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B.       COMMON STOCK

     1.   DIVIDENDS. Subject to the rights of the holders of the Preferred
Stock, and subject to any other provisions of the Articles of Incorporation,
holders of the Common Stock shall be entitled to receive such dividends and
other distributions in cash, stock or property of the corporation as may be
declared thereon by the board of directors from time to time out of assets or
funds of the corporation legally available therefor.

     2.   LIQUIDATION; DISSOLUTION. In the event of any liquidation, dissolution
or winding up of the affairs of the corporation, whether voluntary or
involuntary, after payment or provision for payment of the debts and other
liabilities of the corporation and after payment or provision for payment to the
holders of each series of the Preferred Stock of all amounts required in
accordance with paragraph A.3. of this Article III, the remaining assets and
funds of the corporation shall be divided among and paid to the holders of the
Common Stock.

     3.   VOTING.

          (a)   At every meeting of the shareholders of the corporation, every
holder of the Common Stock shall be entitled to one vote in person or by proxy
for each share of such Common Stock standing in his name on the stock transfer
records of the corporation.

          (b)   No shareholder shall have the right to cumulate votes in the
election of directors.

     4.   PREEMPTIVE RIGHTS. No holder of shares of the Common Stock of the
corporation shall, as such holder, be entitled as of right to subscribe for,
purchase or receive any part of any new or additional issue of stock of any
class, whether now or hereafter authorized, or of bonds, debentures or other
securities convertible into or exchangeable for stock, but all such additional
shares of stock of any class, or bonds, debentures or other securities
convertible into or exchangeable for stock, may be issued and disposed of by the
board of directors on such terms and for such consideration, so far as may be
permitted by law, and to such persons, as the board of directors in its absolute
discretion may deem advisable.


                             ARTICLE IV - DIRECTORS

     The number of directors of the corporation shall be as determined by
resolution of the board of directors, but shall not be less than three (3) nor
more than nine (9).

     The personal liability of any director to the corporation or to its
shareholders for monetary damages for any action taken or any failure to take
any action, as a director, is hereby eliminated to the fullest extent permitted
by Utah laws. In the event the applicable Utah law or this Article IV is
repealed or amended to decrease or limit in any manner the protection or rights
available to directors hereunder, such repeal or amendment shall not be
retroactively applied in determining the personal liability of a director
pursuant to this Article IV prior to the enactment of such amendment.


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                     ARTICLE V - REGISTERED OFFICE AND AGENT

     The street address of the corporation's registered office and the name and
signature of the corporation's registered agent at that office are:

                      311 North State Street, P.O. Box 1970
                                Orem, Utah 84059

                                           -------------------------------------
                                           Robert K. Bench

             ARTICLE VI - INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The corporation shall indemnify any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise to the fullest extent permitted by the Utah Revised Business
Corporation Act, as the same may hereafter be amended, or as otherwise permitted
by law.

      ARTICLE VI - EFFECT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

     These amended and restated Articles of Incorporation supersede the original
Articles of Incorporation of the corporation and all amendments and revisions
thereto and restatements thereof.

                    END OF TEXT OF AMENDMENT AND RESTATEMENT

                (Remainder of this page intentionally left blank)


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                                      III.

     The number of shares of the capital stock of the corporation outstanding as
of the date the foregoing amendment and restatement was approved by the
shareholders of the corporation was _____________ shares of Common Stock, par
value $.25 per share, and the number of shares entitled to vote thereon was
_________________. No other class of shares was issued and outstanding.

                                       IV.

     The number of shares of Common Stock voted for the foregoing amendment and
restatement was _______________ shares; the number of shares of Common Stock
voted against such amendment and restatement was _______________ shares; and the
number of shares of Common Stock abstaining from voting was ________________.

     DATED this 11th day of August, 1998.

                                     Sento Corporation,
                                            a Utah corporation


                                     By:
                                         ---------------------------------
                                         Kieth E. Sorenson,
                                         President and Chief Executive Officer


ATTEST:


---------------------------------
Robert K. Bench, Secretary


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