EX-4.4
                        FORM OF COMMON STOCK CERTIFICATE

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                              XIOX CORPORATION LOGO


NUMBER                                                                    SHARES


THIS CERTIFICATE IS TRANSFERABLE IN    SEE THE REVERSE FOR A STATEMENT AS TO THE
LOS ANGELES OR NEW YORK                      RIGHTS, PREFERENCES, PRIVILEGES AND
                                        RESTRICTIONS OF THE CORPORATION'S SHARES

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


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This certifies that                                            CUSIP 983905 10 0



is the registered owner of
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         FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, WITH
                              PAR VALUE OF $.01, OF

                                XIOX CORPORATION

Transferable  on the share  register  of
the  Corporation,  in  person or by duly
authorized  Attorney,  upon surrender of
this  Certificate  properly  endorsed or
assigned.

This  Certificate  is  not  valid  until
countersigned  by the transfer agent and
Registered by the registrar.

WITNESS    the    facsimile    seal   of
Corporation and the facsimile signatures
of it's duly authorized officers.

Dated:

/s/ ________________________________        /s/ ________________________________
SECRETARY                                                              PRESIDENT


                              XIOX CORPORATION SEAL
                                    GOES HERE
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                                XIOX CORPORATION

A full  statement  of the  rights,  preferences,  privileges,  and  restrictions
granted to or imposed upon the respective  classes of shares of the Corporation,
including  the  Common  Stock,   ownership  of  which  is  represented  by  this
certificate,  and the Preferred Stock, and upon the respective  holders thereof,
may be  obtained by any  shareholder  upon  request and without  charge from the
Secretary of the Corporation, at the principal office of the Corporation.

The Board of  Directors  has the  authority  to fix the  number of shares of any
series of Preferred  Stock,  to determine the  designation of such series and to
determine or alter the rights, preferences, privileges and restrictions upon any
wholly unissued series of Preferred Stock.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

TEN COM--as tenants in common                        UNIF GIT MIN ACT--Custodian
TEN ENT--as tenants by the  entireties                 (Cust)          (Minor)
JT TEN--as joint tenants with right                under Uniform Gifts to Minors
        of survivorship and not as                     Act......................
        tenants in common                                                (State)

Additional abbreviations may also be used though not in the above list.

For Value Received,_______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________________

_________________________________________________

_________________________________________________


PRINT OR TYPWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________
________________________________________________________________________________
_____________________________________________________ Shares of the Common Stock
represented by the within certificate,  and do hereby irrevocably constitute and
appoint

_______________________________________________________________________ Attorney
to transfer  the said shares on the books of the within named  Corporation  with
full power of substitution in the premises.

Dated ___________________________________

                       __________________________________

                    NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT  MUST  CORRESPOND
                    WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
                    EVERY PARTICULAR,  WITHOUT  ALTERATION OR ENLARGEMENT OR ANY
                    CHANGE WHATEVER.

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