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Exhibit 10.18    
    



NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER
DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH
REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT
REQUIRED.


Void
after 5:00 p.m., Utah Time

on April 15, 2006 



SENTO CORPORATION  


  
 

    WARRANT TO PURCHASE
  SHARES OF COMMON STOCK    
    





        This
certifies that, for value received,                        (the "Purchaser") or
registered assigns (the Purchaser or such assignee, as
applicable, being referred to herein as the "Holder"), is entitled, subject to the provisions of that certain Subscription Agreement, dated as of
April 15, 2003 between the Company and Purchaser (the "Subscription Agreement"),
to                        (        ) warrants, each such warrant
entitling the Holder to purchase one (1) share of the common stock, par value $0.25 per share (the "Common Stock"), of Sento Corporation, a Utah
corporation (the "Company"), at a price of Two and 25/100 Dollars ($2.25) per share (the "Exercise
Price") (such warrants and this certificate evidencing such warrants being referred to herein, collectively, as this "Warrant").
The number of shares of Common Stock to be received upon the exercise of this Warrant (the "Warrant Shares") and the Exercise Price may be adjusted from
time to time as hereinafter set forth. This Warrant is issued in connection with an 8% Convertible Subordinated Debenture, dated as of April 15, 2003, issued by the Company to Purchaser in the
original principal amount of $                        (the "Debenture").



        1.     Exercise of Warrant. Subject to the provisions of Section 2 below, this Warrant may be exercised in whole (but not
in part) at any time or from time to time on or after the date hereof, but in any event no later than 5:00 p.m., Utah time, on the date that is three years from the date hereof, or if such date
is a day on which federal or state-chartered banking institutions in Utah are authorized by law to close, then on the next succeeding day which shall not be such a day. Such exercise shall be
effective upon presentation and surrender to the Company at its principal office or at the office of its stock transfer agent, if any, of this Warrant with the duly executed Notice of Exercise form
set forth on Exhibit A (attached hereto and made a part hereof by this reference) (the "Notice of Exercise") indicating whether such exercise is
being made in accordance with Section 1(a) or 1(b) below and the form of payment necessary to comply with the provisions of such Section. The number of Warrant Shares which may be purchased
upon exercise of this Warrant shall initially be equal to the number of 





 



warrants
granted by this Warrant as identified above, which number may be adjusted, if at all, in accordance with Section 7 below. The Company may require the purchaser to execute such further
documents and make certain representations and warranties as the Company deems necessary to ensure compliance with exemptions from applicable federal and state securities laws as required by
Section 2 below. 



        (a)   Cash Payment upon Exercise. If the Notice of Exercise specifies that the exercise of this Warrant is made pursuant to
this Section 1(a), then the Notice of Exercise shall be accompanied by payment, in cash or by certified or official bank check, payable to the order of the Company, in the amount of the
Exercise Price for the number of the Warrant Shares, together with all taxes applicable upon such exercise. 


        (b)   Cashless Exercise. If the Notice of Exercise specifies that the exercise of this Warrant is made pursuant to this
Section 1(b), then the Company shall deliver to Holder, without payment by Holder of any Exercise Price or any cash or other consideration, that number of Warrant Shares computed using the
following formula: 



	 	 	X =Y(A-B)

        A
	

Where:	
 	

X =	
 	

the number of Warrant Shares to be issued to the Holder pursuant to the exercise of this Warrant pursuant to this Section 1(b);
	

 	
 	

Y =	
 	

the number of Warrant Shares that may be purchased upon the exercise of this Warrant;
	

 	
 	

A =	
 	

the Market Price (as defined in the Debenture) of one share of Common Stock; and
	

 	
 	

B =	
 	

the Exercise Price per Warrant Share and the amount of withholding taxes per Warrant Share payable upon the exercise of this Warrant or the issuance of the Warrant Shares pursuant to this Section 1(b) (assuming the full issuance of the Warrant
Shares that may be purchased upon the exercise of this Warrant).





        2.     Compliance with Securities Laws. This Warrant may not be exercised by the Holder unless at the time of exercise
(i) a registration statement registering the Warrant Shares upon such exercise is effective under the Securities Act of 1933, as amended (and together with the rules and regulations promulgated
thereunder, collectively, the "Securities Act"), or the transaction in which such Warrant Shares are to be issued is exempted from the application of
the registration requirements of the Securities Act, and (ii) the Warrant Shares have been registered or qualified under any applicable state securities laws or an exemption from registration
or qualification is available under such laws. The Holder may have certain registration rights with respect to the Warrant Shares under the Registration Rights Agreement dated as of the date hereof,
between the Purchaser and the Company (the "Registration Rights Agreement"), pursuant to which the holder of Warrant Shares may, in certain limited
circumstances, obligate the Company to register or qualify such Warrant Shares under federal or state securities laws. This Warrant may not be exercised so long as Purchaser is in default under the
representations, warranties or covenants of this Warrant, the Debenture or the Subscription Agreement. 


        3.     Stock Fully Paid; Reservation of Shares. All Warrant Shares that may be issued upon the exercise of this Warrant shall,
upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company hereby covenants and agrees
that at all times from the date hereof and during the period this Warrant is exercisable it shall reserve from its authorized and unissued Common Stock for issuance and delivery upon exercise of this
Warrant such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of this Warrant. The Company agrees that its issuance of this 


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Warrant
shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon
the exercise of this Warrant. 


        4.     Fractional Shares. No fractional shares or stock representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall, in its sole discretion, either (i) pay cash equal to the product of such fraction multiplied by
the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Company's Board of Directors or (ii) issue the next largest whole number of
Warrant Shares. 


        5.     Transfer, Exchange, Assignment or Loss of Warrant or Certificates.



        (a)   This
Warrant may not be assigned or transferred except as provided herein and in accordance with and subject to the provisions of the Securities Act and any applicable
state securities laws. Any purported transfer or assignment made other than in accordance with this Section 5 and Section 9 hereof shall be null and void and of no force and effect. 



        (b)   This
Warrant shall be transferable only upon the receipt of an opinion of counsel satisfactory to the Company to the effect that (i) the transferee is a person to
whom the Warrant may be legally transferred without registration under the Securities Act or any state securities laws; and (ii) such transfer will not violate any applicable law or
governmental rule or regulation including, without limitation, any applicable federal or state securities law. Prior to any transfer or assignment of this Warrant, the assignor or transferor shall
reimburse the Company for its reasonable expenses, including attorneys' fees, incurred in connection with the transfer or assignment. 



        (c)   Any
assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the duly executed Assignment Form set forth on
Exhibit B attached hereto and made a part hereof by this reference and funds sufficient to pay any transfer tax. In such event, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such Assignment Form, and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants which carry the same rights
upon presentation thereof at the principal
office of the Company together with a written notice signed by the Holder thereof, specifying the names and denominations in which new Warrants are to be issued. The terms "Warrant" and "Warrants" as
used herein include any Warrants in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged. 


        (d)   Upon
receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate representing Warrant
Shares issued upon the exercise hereof and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, and, in the case of any such
mutilation, upon surrender and cancellation of this Warrant or such stock certificate, the Company will execute and deliver a new Warrant or stock certificate of like tenor and date, and any such
lost, stolen, destroyed or mutilated Warrant or stock certificate shall thereupon become void. 




        Each
Holder of this Warrant, the Warrant Shares or any other security issued or issuable upon exercise of this Warrant shall indemnify and hold harmless the Company, its directors and
officers, and each person, if any, who controls the Company, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer or any such person
may become subject under the Securities Act or any statute or common law, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or are based upon the
disposition by such Holder of the Warrant, the Warrant Shares or other such securities in violation of the terms of this Warrant. 


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        6.     Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company,
either at law or equity, and the rights of the Holder by virtue hereof are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein. 


        7.     Adjustment of Exercise Price and Number of Shares. The number and kind of securities issuable upon the exercise of this
Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time upon the happening of certain events as follows: 



        (a)   Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend or
otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, or combines (by reverse stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this
Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive after the happening of any of
the events described above had this Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. If the Holder is entitled to receive
shares of two or more classes of capital stock of the Company pursuant to the foregoing upon exercise of the Warrant, the Company shall determine the allocation of the adjusted Exercise Price between
the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those
applicable to Common Stock in this Section. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record
date, if any, for such event. Such adjustment shall be made successively whenever such a payment, subdivision, combination or reclassification is made. 


        (b)   Adjustment in Exercise Price. Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is
adjusted as provided in this Section, the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction,
of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of
Warrant Shares purchasable immediately thereafter. 




        8.     Adjustment on Books. Whenever the Exercise Price or the number of Warrant Shares issuable on exercise of this Warrant
shall be adjusted as required by the provisions of Section 7 hereof, the Company shall forthwith make an adjustment on it books and records showing the adjusted Exercise Price and number of
Warrant Shares determined as herein provided and setting forth in reasonable detail the facts requiring such adjustment. 


        9.     Transfer to Comply with the Securities Act.



        (a)   This
Warrant and the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may not be sold, transferred or otherwise disposed of except
(i) as contemplated by the Registration Rights Agreement or (ii) to a person who, in the opinion of counsel reasonably satisfactory to the Company, is a person to whom this Warrant or
such Warrant Shares may legally be transferred pursuant to Section 5 hereof without registration and without the delivery of a current prospectus under the Securities Act with respect thereto
and then only against receipt of an agreement of such person to comply with the provisions of this Section 9 with respect to any resale or other disposition of such securities unless, in the
opinion of such counsel, such agreement is not required. 



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        (b)   The
Holder, by acceptance of this Warrant, agrees that the Warrant Shares to be issued upon exercise hereof are being acquired for the account of the Holder for
investment and not with a view to, or for resale in connection with, the distribution thereof and that the Holder will not offer, sell or otherwise dispose of such Warrant Shares except under
circumstances which will not result in a violation of the Securities Act and all applicable state securities laws. The Holder represents that the Holder has no present intention of distributing or
reselling the Warrant Shares. 


        (c)   The
Company may cause the following legend, or one of similar substance, to be set forth on each certificate representing Warrant Shares or any other security issued or
issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: 


THE
SECURITIES OF THE COMPANY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A
SECURITY INTEREST CREATED THEREIN, UNLESS THE PURCHASE, TRANSFER, ASSIGNMENT, PLEDGE OR GRANT OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E., SUCH SHARES OF COMMON
STOCK ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS. TRANSFERABILITY OF THE SECURITIES IS THEREFORE LIMITED AND INVESTORS MUST BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 




        10.   Governing Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Utah
applicable to contracts entered into and to be performed wholly within such State. 


        11.   Modification and Waiver. This Warrant and any provision hereof may be modified, amended, waived or discharged only by an
instrument in writing signed by the party against which enforcement of the same is sought. 



        12.   Notice. Notices and other communications to be given to the Holder shall be delivered by hand or mailed, postage prepaid,
to such address as the Holder shall have designated by written notice to the Company as provided in this Section. Notices or other communications to the Company shall be deemed to have been
sufficiently given if delivered by hand or mailed postage prepaid to the Company at 808 East Utah Valley Drive, American Fork, Utah 84003, or such other address as the Company shall have designated by
written notice to the Holder as provided in this Section. Notice by mail shall be deemed given when deposited in the United States mail, postage prepaid, as herein provided. 



        13.   Construction. The descriptive headings of the several paragraphs and sections of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. Unless otherwise indicated, references to sections shall be construed as references to the corresponding Sections of this Warrant. 


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        IN
WITNESS WHEREOF, the Company has executed this Warrant effective as of the            day
of                        , 2000. 



	 	 	SENTO CORPORATION, a Utah corporation
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Its:	

 
	 	 	 	





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EXHIBIT A
  
    NOTICE OF EXERCISE


	TO:
	SENTO
CORPORATION (the "Company"): 





        1.     The
undersigned holder of the attached warrant (the "Warrant") hereby elects to purchase the Warrant Shares (as defined in
the Warrant) pursuant to (Select (a) or (b) below): 



	            

Initial

Here	(a) Section 1(a) of the Warrant and the terms and conditions of the Warrant and tenders herewith payment of the purchase price of such shares in full; or
	

            

Initial

Here	

(b) Section 1(b) of the Warrant and the terms and conditions of the Warrant.





        2.     Please
issue a certificate or certificates representing the Warrant Shares in the name of the undersigned. 


                        

        (Date) 



	

 	

 (SIGNATURE)
	

 	

 (PRINT OR TYPE NAME)




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EXHIBIT B
  
    ASSIGNMENT FORM


        Dated:
                         


        FOR
VALUE RECEIVED,                        hereby sells, assigns, and transfers
unto                        (please type or print)
                        (address) the right to purchase Common Stock
represented by the warrant attached hereto to the extent of                        shares as to which such right is exercisable
and does hereby irrevocably constitute and appoint the Sento Corporation (the
"Company") and/or its transfer agent as attorney to transfer the same on the books of the Company with full power of substitution in the premises. 



	

 	

 (SIGNATURE)




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Exhibit 10.18


WARRANT TO PURCHASE SHARES OF COMMON STOCK

EXHIBIT A NOTICE OF EXERCISE

EXHIBIT B ASSIGNMENT FORM