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Exhibit 4.4    
    


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 May 31, 2002 


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 this Warrant, to
purchase                        
(            ) shares 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 One-Half Dollars ($2.50) per share (the "Exercise Price").
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. 


        1.    Exercise of Warrant.    Subject to the provisions of Section 2 below, this Warrant may be exercised in
whole or 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 May 31, 2002, 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, by presentation and surrender thereof (with the
Notice of Exercise form attached hereto as Exhibit A duly executed) to the Company at its principal office or at the office of its stock transfer agent, if any, 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 Warrant Shares specified in such form, together with all taxes
applicable upon such exercise. If this Warrant should be exercised in part only, the Company shall, upon the surrender of this Warrant for cancellation, execute and deliver a new Warrant of the same
tenor evidencing the right of the Holder to purchase the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions as herein set forth. 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. 


        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 (the "1933 Act"), or the transaction in which
such Warrant Shares are to be issued is exempted from the application of the registration requirements of the 1933 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            day
of                        , 1999, between the Purchaser and the Company, 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. 


        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 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 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 1933 Act and the Rules and
Regulations promulgated thereunder (said 1933 Act and such Rules and Regulations being hereinafter collectively referred to as the "1933 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 1933 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 Assignment Form attached hereto as
Exhibit B duly executed 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 


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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 1933 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. 


        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)    Adjustment for Change in Capital Stock.    In case the Company shall (i) pay a dividend on the Common
Stock in shares of Common Stock or make a distribution of shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock or (iv) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in
connection with a consolidation or merger in which the Company is the surviving corporation), 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)    Merger/Consolidation.    In case of any consolidation of the Company with, or merger of the Company into, any
other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then, as a
condition of such consolidation, merger or sale or conveyance, adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares
of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance, with respect to or in exchange for the number of outstanding shares of Common Stock equal
to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not
taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall be applicable as nearly as may
be possible to any shares of stock or securities thereafter deliverable upon the exercise hereof. If, pursuant to the terms of any such consolidation, merger or sale or conveyance, any cash, shares of
stock or other securities or property of any nature whatsoever (including warrants or other 



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subscription
or purchase rights) are to be received by or distributed to the holders of the Common Stock, in addition to shares of stock or other securities of the successor entity, there shall be a
reduction of the Exercise Price per Warrant Share equal to the amount applicable to the number of shares of Common Stock of any such cash and of the fair value (as determined in good faith by the
Board of Directors of the Company) of any and all such shares of stock or other securities or property to be received by or distributed to the holders of the Common Stock of the Company. 



        (c)    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.    Officer's Certificate.    Whenever the Exercise Price or the Warrant Shares issuable on exercise of this Warrant
shall be adjusted as required by the provisions of Section 7 hereof, the Company shall forthwith file with its Secretary or an Assistant Secretary at its principal office, and with its stock
transfer agent, if any, an officer's certificate showing the adjusted Exercise Price and Warrant Shares determined as herein provided and setting forth in reasonable detail the facts requiring such
adjustment. Each such officer's certificate shall be made available at all reasonable times for inspection by the Holder, and the Company shall, forthwith after each such adjustment, deliver a copy of
such certificate to the Holder. 




        9.    Transfer to Comply with the 1933 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
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 1933 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. 


        (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 1933 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 



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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. 


        IN
WITNESS WHEREOF, the Company has executed this Warrant effective as of the            day
of                        , 1999. 



	

 	

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 hereby elects to purchase                        shares (the "Warrant Shares") of
Common Stock of the Company pursuant to the terms of the warrant held by the undersigned, a copy of which is attached hereto, and tenders herewith payment of the purchase price of such shares in full. 


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



	

  
 (DATE)	
 	

 	
 	

 
	

 	
 	

 	
 	

  
 (SIGNATURE)




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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 this Warrant 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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[Sento letterhead] 


May 21,
2004 


[name]

[address]

[address] 



	Re:
	Warrants
to Purchase Common Stock of Sento Corporation 




Dear
[name or Warrantholder]: 


        Our
records indicated that you are the holder of warrants (the "1999 Warrants") to purchase common stock of Sento Corporation (the "Company") acquired in a private placement of common
stock and warrants that closed in May 1999. As amended and adjusted for a stock consolidation, the 1999 Warrants presently have an exercise price of $10.00 per share and an expiration date of
May 31, 2004. The Board of the Company has authorized the extension of the expiration date of the 1999 Warrants to August 31, 2004. By this letter we are notifying you of, and effecting,
the extension of the expiration date of the 1999 Warrants you hold to August 31, 2004. 


        Feel
free to call (801) 772-1410 with any questions you may have with respect to this letter, the 1999 Warrants or the proposed re-sale registration
statement that may include
the 1999 Warrants. 



	

 	

Sento Corporation
	

 	

By:	

    Stanley J. Cutler

    Senior Vice President of Finance and

    Corporate Secretary













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Exhibit 4.4


WARRANT TO PURCHASE SHARES OF COMMON STOCK