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Report of unscheduled material events or corporate changes.

8-K

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                Date of Report (date of earliest event reported):
                        April 8, 2005 ( March 25, 2005)


                            Provo International, Inc.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)



           001-15673                                   13-3950283
        ----------------                    ---------------------------------
      (Commission File No.)                 (IRS Employer Identification No.)


                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965
                                 (845) 623-8553

                   (Address and telephone number of principal
                    executive offices and place of business)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below)

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13ed-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))







Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing 
            Rule or Standard; Transfer of Listing.


         Provo International, Inc. (the "Company") (formerly Frontline
Communications Corp.) received a notice from the American Stock Exchange on
March 25, 2005, advising the Company that they have not accepted the Company's
plan of compliance submitted to them on February 25, 2005. The Exchange's letter
indicates that the Company's common stock is not in compliance with Sections
1003(a) (i), 1003 (a) (ii) and 1003 (a) (iv) of the Exchange's continued listing
standards due to the Company's losses from continuing operations and the
Company's shareholders equity being less than the amounts specified in the
Exchange's continued listing standards. The Exchange staff has advised the
Company of non-compliance of Section 1003 (f) (v) of the Exchange's Company
Guide since the Company's common stock has been trading at a low price per share
for a significant period of time. In addition, the Exchange has notified the
Company of the Company's non-compliance with Section 301 of the Exchange's
Company Guide due to the Company's failure to file an application for listing of
additional shares and for the Company's failure to receive shareholder approval
pursuant to Section 711 of the Exchange's Company Guide.

         Pursuant to an extension provided by the Exchange, the Company had the
option to appeal the Exchange's decision until April 8, 2005. After evaluating
the situation, on April 8, 2005, the Company decided not to appeal the
Exchange's decision. Accordingly, the Exchange will suspend trading in the
Company's securities and submit an application to the Securities and Exchange
Commission to strike the Company's common stock from listing and registration
with the Exchange in accordance with Section 12 of the Securities Exchange Act
of 1934 and the rules promulgated there under.


Item 9.01   Financial Statements and Exhibits


         ( c )   Exhibits

99.1      Copy of Press Release of April 8, 2005.


99.2      The Company's proposed plan of compliance as submitted to the 
          American Stock Exchange.






                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: April 8, 2005

                                       Provo International, Inc.

                                       By: /s/ Stephen J. Cole-Hatchard
                                       --------------------------------
                                       Stephen J. Cole-Hatchard, CEO



                                       3



                                                                    Exhibit 99.1

                   Provo Decides Not to Appeal AMEX Decision


    PEARL RIVER, N.Y.--(BUSINESS WIRE)--April 8, 2005--Provo
International, Inc. (formerly Frontline Communications Corp., formerly
traded on AMEX: FNT) announced today that the company will not appeal
the previously announced notice from the American Stock Exchange
(AMEX) that it will not accept the company's proposed plan of
compliance (the "plan"). (A complete copy of the plan will be filed by
the company under a Form 8-K.) In order to file the appeal, the
company would have been required to pay AMEX a substantial amount for
various continued listing and application fees, which the company
believes would place too great a strain on cash flow with no
reasonable assurance that the company would succeed on appeal.
    The company common stock is now quoted in the over-the counter
pink sheets. It is management's goal to have the company's common
stock listed on the OTC Bulletin Board and to continue to execute its
business plan similar to that which is described in the compliance
plan submitted to AMEX. The company recently filed an extension to
file Form 10-KSB no later than April 15, 2005. As a result of auditing
delays of our Provo Mexico subsidiary, it is likely that Form 10-KSB
will
 not be filed with the Securities and Exchange Commission until
the middle of May 2005. In order to have our common stock trading on
the OTC Bulletin Board, we need to be current with our reports under
the Exchange Act and to have a market maker file an appropriate
application with the NASD.
    In a related matter, CEO Stephen J. Cole-Hatchard will be stepping
down as CEO and Chairman of the Board. Cole-Hatchard stated that his
expected resignation as CEO and Chairman at this time was appropriate,
in that his primary tasks were to deal with SEC and AMEX matters. "Our
company," Cole-Hatchard said, "will save a substantial amount of money
by not having its common stock listed on the AMEX and not paying me
for the extensive time involved in dealing with the myriad rules,
filings and deadlines of AMEX". He continued, "It appears that our
potential investors, as well as our various licensing and acquisition
targets, are still willing to proceed, but with a downsized and
modified business plan, with a concomitant reduction in financing
amounts. As a result, it just makes good business sense to reflect
those reductions in corporate overhead as much as possible."

    About Provo International Inc.

    Founded in 1995 as Frontline Communications Corporation and
currently traded on the American Stock Exchange under the symbol FNT,
Provo International Inc. has three operating divisions, involving the
sale of internet bandwidth, web development and services, and payroll
(paycard) disbursement and transfer products and services.

    The statements which are not historical facts contained in this
press release are forward looking statements that involve certain
known and unknown risks and uncertainties, including but not limited
to, changes in the market for Internet or distribution services,
regulatory and technological changes, economic factors, increased
competition, and the nature of supplier and customer arrangements
which become available to the Company in the future. The Company's
actual results may differ materially from the results discussed in or
implied by any forward-looking statements. The words "intend,"
"expect," "should," "project," and "anticipate," and similar
expressions identify forward looking statements. Readers are cautioned
not to place undue reliance on these forward looking statements which
speak only as of the date they were made.


    CONTACT: Investor Relations:
             Stephen Cole-Hatchard, 845-623-8553, x2200
             Fax: 845-623-8669
             investorrelations@frontline.net


                            PROVO INTERNATIONAL Inc.
                          One Blue Hill Plaza, POB 1548
                              Pearl River, NY 10965
                                  845-623-8553


                                                               February 25, 2005


Mr. James Mollen
Associate Director - Listing Qualifications
American Stock Exchange
86 Trinity Place
New York, NY 10006

RE:      Notification of Continued Listing Deficiencies
         Proposed Company Plan of Compliance


Dear Mr. Mollen:

     I am in receipt of your letter of January 18, 2005,  notifying  the company
of  certain  continued  listing  deficiencies.(1)  I  respectfully  submit  this
correspondence  and attached exhibits in response  thereto,  and as our plan, on
behalf of Provo  International Inc. (formerly  Frontline  Communications  Corp.,
hereinafter  "Provo"),  to bring  the  company  back  into  compliance  with the
continued listing standards of the American Stock Exchange. Exhibits referred to
herein are attached hereto and identified as "Exhibit A" through "Exhibit N".

     First,  a brief  explanation  of the  company's  overall  business  plan is
necessary  both as an  introduction  to the specific  corporate  and  compliance
strategies  detailed  below,  and as an  explanation  as to why the  company has
elected to focus primarily on the equity  requirements of the continued  listing
standards of the American Stock Exchange in this plan
 of compliance.


--------

(1)  For summary  purposes,  the company has been notified that it has failed to
     meet the minimum shareholders equity requirements with specific operational
     losses, has failed to file a required additional listing  application,  and
     should  implement a reverse  stock split to address the low price per share
     of its common stock.  Each of these three compliance  matters are addressed
     in this response in separate sections below.





Provo International Inc.
February 25, 2005
Page 2 of 31

     Provo has always been an innovative,  technology  oriented  company.  Provo
became involved in internet  related  services early in the internet cycle,  and
expanded  into other  technology  related  fields as the  internet  became  more
common.  The company recently  completed the development of its payroll and cash
transfer card (the "Provo Paycard"),  the plan for which was acquired as part of
the Provo Mexico  acquisition  detailed in the  "Corporate  Background"  section
below.(2)  Simultaneously,  the company  began  divesting  itself of most of its
older internet  related  products and services.  The company intends to continue
the introduction of the Provo Paycard, and to engage in multiple acquisitions(3)
and licensing  ventures in other related  areas of  anti-terrorism  and homeland
security.  Numerous  potential  targets  are  currently  in  various  stages  of
negotiation, and a letter of intent to license and develop an additional product
line in this field has been executed(4) (see exhibit "A" included herewith).  It
is anticipated that these license  transactions  and  acquisitions  will include
both  development  stage  products and  services,  as well as revenue  producing
products and services.

     However,  because specific  acquisition  targets are extremely difficult to
identify and discuss with a reasonable degree of certainty until legal documents
are  executed,  for the  purposes  of  describing  the  company's  core plan and
resultant goals as regarding  shareholder  equity and operational  losses,  this
compliance plan focuses primarily on the $6 million shareholder equity


-----------------

(2)  The company's cash/payroll card (hereinafter "Provo Paycard"), is a line of
     products  and services  directed at the roughly 13% of the U.S.  population
     who do not have checking  accounts.  The Provo Paycard is used as a payroll
     and cash card,  which,  inter alia,  allows for the transfer of money, both
     domestically  and  internationally,  in  compliance  with  Title III of the
     United State  Patriot Act,  known as the  "International  Money  Laundering
     Abatement and Financial Anti-Terrorism Act of 2001".

(3)  The company has vast  experience in  successfully  negotiating  and closing
     acquisitions,  as evidenced in the attached annual reports.  Moreover,  the
     company's previous efforts to grow revenue and reach profitability  through
     acquisitions   were  proving  extremely   effective,   until  the  somewhat
     unexpected loss of a substantial amount of the revenue and profits of Provo
     Mexico within a short time after being acquired by the company.

(4)  A letter of intent has been executed by the company and University  College
     Cardiff  Consultants Ltd.  describing the terms upon which the company will
     license from Cardiff  University a compound for use against viral agents of
     bio-terror,  specifically  involving the small pox virus.  This will be the
     second product line in which the company will become involved  dealing with
     issues of terrorism  prevention  and  anti-terrorist  activities,  commonly
     referred to as matters of  "homeland  security",  the first being the Provo
     Paycard.  Further  explanation of this direction of the company is detailed
     in the section entitled "Corporate Background", below.







Provo International Inc.
February 25, 2005
Page 3 of 31

requirement(5)  and the planned  financings  which are  anticipated.  Thus,  the
projected quarterly  financial  statements included herein for the first half of
the plan period (9 months) reference only the various financing and equity goals
as measurable  thresholds for each period,  with  operations  running at nominal
levels. Moderate increases in revenue from operations are included subsequent to
that  period  based  upon  moderate  growth  of  revenue  producing   operations
(primarily the Paycard) and modest revenue producing acquisitions.  Nonetheless,
as recommended in the Company Guide,  estimates of revenue and profit  increases
(loss  decreases)  even for the earlier  periods  are  footnoted  throughout  as
strategic  alternatives and  contingencies  in the event critical  financing and
shareholder equity accomplishments are not met as planned.

        Financing  for these various  projects as well as for general  corporate
purposes  in the amount of a minimum of $8.5  million  over the plan  period has
been  agreed  to in  principle  with a number of  financing  groups  which  have
participated  in numerous  equity  financings  with the company in the past (see
exhibit "B",  financing term sheet).  The estimated  closing periods and amounts
for  each  financing  segment  are  set  forth  in  the  appropriate   quarterly
projections below.


                             A. CORPORATE BACKGROUND

         The  mission  of Provo has  remained  consistent  since  the  company's
inception in 1995, though the means of implementation and execution have varied.
The  fundamental  goal of Provo is to create  revenue  and  profits  through the
development and application of new technology  product and service  solutions to
contemporary  economic  opportunities.  The company's motto,  "Solutions through
Technology",  accurately  represents  the broad company belief that a particular
industry or business line is not our critical focus, rather, that the ability to
obtain  and/or  develop  technological  solutions  to any  emerging  or  growing
business opportunity is the key to success.(6)



-------------------

(5)  Specifically,   your   attention  is   respectfully   directed  to  Section
     1003(a)(ii) of the Company Guide, which requires a minimum of $6 million in
     shareholders  equity when a company has experienced 5 consecutive  years of
     operational  losses,  as is  anticipated  here  upon  filing  year end 2004
     financial statements.

(6)  This  concept is clearly  exhibited in an  historical  review of the myriad
     products and services in which Provo has been  involved.  For example,  the
     company  has  been  involved  in  the  sale  of  internet  bandwidth,   the
     distribution of calling cards, the development of a wireless data satellite
     system,  and  more  recently  in  the  area  of  homeland  security,   cash






Provo International Inc.
February 25, 2005
Page 4 of 31




         Provo began operations in 1995 as a regional internet service provider,
offering internet access,  website design, web hosting,  and related services to
residential and small business customers throughout the Northeast United States,
and,  through a network  partnership  agreement,  internet  access to  customers
nationwide.  In accordance with the company's mission statement,  these products
and services were developed in the very early stages of the internet "explosion"
and kept the company on the leading edge of wired and wireless technology.

         In preparation  for and  anticipation  of the company's  initial public
offering  in  1998,  during  February  of 1997,  we  reorganized  as a  Delaware
corporation with offices at One Blue Hill Plaza, Pearl River, New York, 10965.

         From 1998 through 2000,  primarily  through 18 acquisitions in the same
or related business areas, the company's  revenue grew from $30,000 per month to
over $400,000 per month (see exhibits "C", "D" and "E" attached hereto). Revenue
for the calendar years ending in 1998, 1999, and 2000 was $575,000,  $3 million,
and $5.3 million,  respectively.  Year end shareholder equity for the same three
year period was $5 million, $4.3 million, and $5.8 million, respectively.

         In the  latter  part of 2001,  and early  2002,  the  company  began to
eliminate  certain less advanced  products and services which were becoming more
readily  available  in the  marketplace,  and  developed  a  broadband  wireless
satellite internet access product line to our group of services. The company was
one of the first in the Country to offer this type of  technology  to  consumers
and  small  businesses,   effectively  solving  distance  limitations  of  other
available wired broadband products.

--------------------------------------------------------------------------------
     transactions and international  cash transfers within the guidelines of the
     United States Patriotic Act.  Although many of the underlying  products and
     services seem to be in different  industries and sectors,  Provo's role has
     been  consistent  - enter an  emerging  area of business  with  substantial
     growth  potential,  and develop or acquire,  then implement,  technological
     improvements  and  advancements  to  leverage  the  potential  success  and
     profitability of that business. The common thread in all of these products,
     services  and  industries  in which we have been  involved  is the need for
     technological solutions to overcome inefficiencies and business barriers.










Provo International Inc.
February 25, 2005
Page 5 of 31



         Year end revenue for the  calendar  years ending 2001 and 2002 was $6.5
million and $5 million, respectively (see exhibits "F" and "G" attached hereto).
Year  end   shareholder   equity   for  the  same  two  year   period   was  [$1
million](deficiency), and [$2 million](deficiency).

         Toward  the  end  of  2002,  the  company  sought  additional  business
opportunities which would allow it to continue its growth through the concept of
applying   technological   solutions   to   existing  or   developing   business
opportunities.  In this regard,  the company  identified  Proyecciones  y Ventas
Organizadas,  S.A.  de C.V.,  based  out of  Mexico  City,  Mexico  (hereinafter
referred to as "Provo Mexico").  The company's interest in Mexico was threefold:
1) first, at the time the company  negotiated the acquisition,  Provo Mexico had
annual operating  revenue of $100 million,  and an operating profit of $800,000,
primarily from the sale and distribution of calling cards and cell phone calling
cards in Mexico;  2) secondly,  it was clear that Provo Mexico had  virtually no
technology based systems in place,  lending itself greatly to the possibility of
substantially  increased profit margins with the implementation of even the most
basic technological business solutions;  and 3) most importantly to Provo, Provo
Mexico had spent  almost 2 years  developing a  completely  new  business  line,
referred to as its "Cash Card" program (the "Provo  Paycard"),  and although 90%
completed,  was  prevented  from  finishing the  development  of the program and
launching it in a commercially  viable manner as a result of their  inability to
obtain the  necessary  technological  and  intellectual  property  solutions  it
required.

         As described  further at footnote "2" above,  the Provo Paycard program
refers to a broad line of products  and  services,  including  prepaid  cash and
credit  cards,  direct  deposit  payroll  cards,  and  numerous  other  forms of
electronic payroll and money transfer procedures. A complete listing of the full
array of services are included  herewith at exhibit "H". As noted, the company's
fundamental  interest,  however,  was the ability of the  product  line to allow
users to transfer money,  both domestically and  internationally,  in compliance
with Title III of the United  States  Patriot Act,  known as the  "International
Money  Laundering  Abatement  and  Financial  Anti-Terrorism  Act of 2001".  The
company  completed the  development  of the Paycard,  and has  commenced  sales,
marketing and distribution.







Provo International Inc.
February 25, 2005
Page 6 of 31

         On April 3,  2003,  the  company  issued  220,000  shares of  preferred
convertible  stock to the  shareholders  of Provo  Mexico,  convertible  into 22
million  shares  of  common  stock,  in  exchange  for  all  of the  issued  and
outstanding  shares of Provo Mexico.  The  acquisition  included  existing Provo
Mexico Operations,  as well as all rights to the Provo Paycard program.  Revenue
for the calendar year ending 2003 was $58.2  million,  and year end  shareholder
equity was $3.4 million (see  exhibit "I"  attached  hereto).  Revenue for the 6
month period ending June 30, 2004 was $32.8 million,  and shareholder  equity at
June 30, 2004 was $5.2 million (see exhibit "J").


           B. FACTORS LEADING TO THE COMPANY FALLING OUT OF COMPLIANCE

         Upon closing of the acquisition of Provo Mexico,  the company  intended
to divest itself of its "low tech" and widely available services,  including the
dial up internet  access portion of its business,  and the specialized web sites
products,  and operate two divisions.  The Provo Mexico division was to focus on
the  operational  aspects  of  the  business,  including  marketing,  sales  and
distribution,  with the  ultimate  plan of expanding  its existing  distribution
network into the United  States.  The Provo U.S.  division was to concentrate on
the continued  development and implementation of technology related products and
solutions,  especially  the Provo  Paycard and the  international  cash transfer
portion  of the  business.  A longer  term goal was,  and  continues  to be, the
expansion the company's technology efforts into other areas of homeland security
and anti-terrorist products and services, such as biometrics and cryptology.

         The technology side of the Provo Mexico  acquisition plan progressed as
intended,  with the Paycard  program being completed and in the process of being
launched.  However,  the  operating  side of the  strategy  met with  much  less
success,  facing  numerous  unexpected and  substantial  issues and costs,  both
operationally and administratively.

         Operationally,  soon after the  acquisition  closed,  the  relationship
between Provo Mexico and their primary  supplier of calling cards,  Telefonos de
Mexico (hereinafter "Telmex"),  inexplicably and substantially deteriorated.  In
this  regard,  it became  necessary  for the  company to satisfy a $6.9  million
credit balance owed to Telmex, which had previously been a revolving credit line
used by Provo Mexico for the purchase of calling cards. As a result, on April 7,
2004,  Provo Mexico entered into a settlement  agreement  whereby it transferred
certain company properties and vehicles to Telmex in return for the satisfaction
of that debt.  That  agreement  required Provo Mexico to cease  distribution  of
Telmex prepaid phone cards as of May,  2004,  which equated to over 50% of Provo
Mexico's total sales.






Provo International Inc.
February 25, 2005
Page 7 of 31

         Administratively,  the  auditing  of Provo  Mexico's  books and records
proved to be extremely  difficult and unreasonably  costly. The time constraints
for the filing of financial  reports for a U.S.  public company turned out to be
very  difficult  for the auditors in Mexico to meet (see  exhibit  "K",  form 8K
previously filed by the company  reporting a late financial  filing).  Moreover,
the auditing firm the company was using at the time, B.D.O. Seidman, effectively
required a full audit review by their U.S.  offices after completion of the full
audit by their  Mexican  affiliate,  resulting  in even further  delays,  missed
timelines,  and costs almost double those  estimated and expected,  ending up in
the hundreds of thousands of dollars (see exhibit "L", billing statements of BDO
Mexico).

         For these reasons,  among numerous  others,  the company  determined it
would be in the best interests of its  shareholders  if the acquisition of Provo
Mexico was unwound,  provided,  however,  the company retained all rights to the
Paycard  program.  Thus, in July of 2004, the company  entered into an agreement
with the former  shareholders of Provo Mexico to sell back to them Provo Mexico,
except the Paycard program,  in exchange for  substantially all of the preferred
and  common  shares of stock  issued to them in the  original  acquisition  (see
exhibit "M",  Provo  Mexico  unwind  agreement).  The  measurement  date for the
disposal of the Provo Mexico  assets for financial  reporting  purposes has been
established as December 31, 2004.







Provo International Inc.
February 25, 2005
Page 8 of 31



C.   CURRENT CONDITION OF COMPANY and SPECIFIC AREAS IN WHICH THE COMPANY IS NOT
     IN COMPLIANCE

         As a  result  of the  Telmex  settlement  described  above(7),  revenue
decreased  from $10 million for the three months  ending June 30, 2004,  to $4.5
million for the three months ended September 30, 2004 (see exhibits "J" and "N",
respectively).  The  company  went from a net profit of  $900,000  for the three
months ended June 30, 2004, to a net loss of [$5.5 million] for the three months
ended September 30, 2004.

         Furthermore,  primarily  as a result  of the  company  recognizing  the
impairment  of $4.8  million in goodwill  from the Provo Mexico  acquisition  in
anticipation  of the signing of the unwind  agreement,  shareholder  equity went
from $5.2 million at June 30, 2004, to [$308,000]  (deficiency) at September 30,
2004.  It  is  respectfully   submitted  that  this  event  alone  is  primarily
responsible for the company's current  non-compliance with the continued listing
standards of the American Stock Exchange.

         It is  anticipated  that the company will  recognize  the unwind of the
Provo  Mexico  transaction  as of December  31, 2004.  Upon  completion  of that
unwind,  the  company  will lose a  substantial  portion of its  revenue.  Thus,
although the company will report  substantial  revenue for the 12 months  ending
December 31, 2004,  for the purposes of this  compliance  plan, the company will
project nominal revenue for the first 9 months of the plan,  based upon existing
non-Provo Mexico operations.

         In the event this plan is not  ultimately  accepted  by the staff,  and
thereafter  implemented  by the  company,  it is  believed  that the  deficit in
shareholder's  equity as of March 31, 2005 would be [$800,000].  This deficit is
based  upon:  1) the actual  shareholder's  deficit  at  September  30,  2004 of
[$308,000], 2) the affect of the Provo Mexico unwind; 3) an anticipated $208,000
gain on the sale of certain assets during the 3 months ending December 31, 2004,
and 4) the projected loss from  operations of  approximately  $200,000 for the 3
months ending March 31, 2005. The projected  income  statement and balance sheet
for the 3 months  ending  March 31, 2005 under these  circumstances  would be as
follows:


-------------------

(7)      As stated above, the Telmex matter and subsequent settlement was also a
         substantial factor in the decision to unwind the acquisition.




Provo International Inc.
February 25, 2005
Page 9 of 31



        Projected Income Statemen

US $ 000's
                                  31-Mar-05
                                 -----------
Revenues                               150

Cost of Revenues                       (85)
Selling, general & admin*             (240)

                                 -----------
EBITDA                                (175)

Depreciation & amortization              0

Interest                               (25)

Taxes                                    0

                                 -----------
Net Income                            (200)
                                 ===========

SG&A;  represents  approximately  $180,000 in corporate  overhead  and  expenses,
including legal and  accounting,  and an additional  $60,000  relating to actual
operations.





                                 Projected Balance Sheet
US $ 000's
                                    30-Sep-04     Provo Mx     Projected       Quarter 1
                                    Historical     Unwind     31-Dec-04*       31-Mar-05
ASSETS

                                                                           
Current assets                            5,016      (4,848)          376              176

Property & Equipment-net                    186        (113)           73               73

Goodwill                                    487        (487)            0                0

Other assets                                549        (461)           88               88

                                   ------------- ------------ ------------    -------------
                                          6,238      (5,909)          537              337
                                   ============= ============ ============    =============
LIABIITIES & STOCKHOLDER'S EQUITY

Current liabilities                       5,679      (5,249)          430              430

Debt                                        867        (160)          707              707

Equity                                    (308)        (500)        (600)            (800)

                                   ------------- ------------ ------------    -------------
                                          6,238      (5,909)          537              337
                                   ============= ============ ============    =============



         * Includes gain of $208,000 from asset sale during period

         These  results as regarding  shareholder  equity will be  substantially
improved upon staff's  acceptance of this plan of compliance,  and the company's
commencement of execution  thereof,  as described in the detailed strategic plan
of compliance set forth below.




Provo International Inc.
February 25, 2005
Page 10 of 31



         Specifically,  the  company  is not in  compliance  with the  following
sections of the Amex Company Guide (the "Company Guide"):

                  Shareholder Equity and Losses from Operations


         Section 1003(a)(i):   shareholders equity less than $2,000,000; and

                               losses from continuing operations and/or net
                               losses in the last two of three years;

         Section 1003(a)(ii):  shareholders equity less than $4,000,000 and

                               losses from continuing  operations  and/or
                               net losses in the last three of four  years;
                               and

         Section               1003(a)(iv):   losses  so   substantial   in
                               relation  to   operations  or  its  existing
                               financial resources,  or financial condition
                               has become so impaired,  it is  questionable
                               whether the company will be able to continue
                               or meet its obligations as they mature.


         In addition  to the above,  as a result of the  unwinding  of the Provo
Mexico  acquisition,  the company  believes it will report for the calendar year
ending 2004 a net loss from operations,  and shareholder  equity of less than $6
million.  Thus, the company will also fail to comply with the following  section
of the Company Guide:





Provo International Inc.
February 25, 2005
Page 11 of 31


         Section 1003(a)(iii):      shareholders equity less than $6,000,000 and

                                    losses from  continuing  operations for five
                                    consecutive years.

                                    Listing of Additional Shares

         Section                    301:  Appearance  that company issued shares
                                    without   filing  a  Listing  of  Additional
                                    Shares Application (LAS).

                                    Low Per Share Stock Price

         Section 1003(f)(v):        Low selling price of stock requiring reverse
                                    stock split

         As in the past,  management  is confident  that it is fully  capable of
overcoming the current  adverse  situation,  and can bring the company back into
compliance with the continued listing standards of the Exchange, as outlined and
detailed below.

         For the purposes of this plan of compliance, and in order to facilitate
the review of this plan by American  Stock  Exchange  staff  members,  the above
deficiencies  will be  addressed  below in three  sections,  under  the  heading
"Compliance Plan - Overview",  and entitled: 1) "Strategic Plan of Compliance as
Relating to  Shareholder's  Equity and Losses  from  Operations";  2)  "Response
Relating to Section 301 Compliance  Regarding the Listing of Additional Shares";
and 3)  "Strategic  Plan of  Compliance  as  Relating to the Low Per Share Stock
Price of the Company".


                          D. COMPLIANCE PLAN - OVERVIEW

         For the reasons set forth hereinabove,  the first 9 months of this plan
as relating to  shareholder's  equity and losses from  operations are based upon
the equity financing of the company's current developing  technologies,  nominal
revenue from existing operations,  and $200,000 per quarter in operating losses,
which  includes  normal  operating  expenses  as well as legal,  accounting  and
auditing  fees  necessary  for the  company's  required  SEC and  AMEX  filings.
Thereafter,  revenue produced from its Paycard division,  and its other existing
business   divisions   developed   internally  and  through  revenue   producing
acquisitions, will be reflected as indicated.

         The plans relating to the per share stock price and additional  listing
application  which follow this section are self  explanatory,  with  appropriate
timeframes set forth therein.




Provo International Inc.
February 25, 2005
Page 12 of 31


1.       STRATEGIC  PLAN OF COMPLIANCE AS RELATING TO  SHAREHOLDER'S  EQUITY AND
         LOSSES FROM OPERATIONS

                         3 Months Ending March 31, 2005

         During the 3 month  period  ending  March 31,  2005,  the company  will
engage in a substantial amount of planning and approval processes.  In addition,
the company will finalize the various charges to equity reflecting the unwind of
the Provo Mexico  acquisition,  begin its plan to negotiate  the  conversion  of
certain existing debt to equity, and close on additional equity financing.

         Specifically,  the company will finalize  this plan of compliance  with
staff of the American  Stock  Exchange  (herinafter  "AMEX",  or "Staff"),  make
required and  suggested  amendments,  provide staff with copies of all requisite
board resolutions  related hereto,  and publicly announce the status hereof when
appropriate.

         Thereafter,  the Board of Directors will begin the process necessary to
obtain  shareholder  approval  for the Provo  Mexico  unwind,  and the  proposed
financing,  if necessary,  as well as authorize the  preparation  and mailing of
necessary proxy and/or  informational  proxy material.(8) It is anticipated that
the company will obtain the requisite shareholder approval by written consent of
a majority  of  shareholders,  subsequent  to the  appropriate  filing  with and
approval  by the  U.S.  Securities  and  Exchange  Commission  of the  requisite
informational  statement.  Although  preparations  will be commenced to file the
informational statement, it should be noted that the company must first file its
form  10-KSB for the 12 month  period  ending  December  31,  2005.  The company
anticipates filing its 10-KSB in a timely manner,  that being by March 31, 2005,
or in the event an extension is obtained, by April 15, 2005.

--------------------
(8)      The  company  will  include  in the  process of  obtaining  shareholder
         approval,  provisions for the proposed  reverse stock split, as further
         described below.






Provo International Inc.
February 25, 2005
Page 13 of 31


         The Board will also provide the  necessary  approvals  and  resolutions
allowing the company to proceed with the  proposed  financing,  and the proposed
licensing agreement with Cardiff University.

         Finally,  during this 3 month period the company will complete at least
$750,000 in additional  equity financing and conversion of existing  debt.(9) In
addition to setting the stage for continued plan  execution,  by the end of this
quarter,  March 31,  2005,  shareholder's  deficit  will  thereby  be reduced to
[$50,000].

         The  projected  income  statement  and  balance  sheet for the 3 months
ending March 31, 2005 under these circumstances would be as follows:

        Projected Income Statement
US $ 000's
                                  31-Mar-05
                                 -----------
Revenues                               150

Cost of Revenues                       (85)
Selling, general & admin*             (240)

                                 -----------
EBITDA                                (175)

Depreciation & amortization              0

Interest                               (25)

Taxes                                    0

                                 -----------
Net Income                            (200)
                                 ===========



-----------------
(9)      This  equity   financing   and  debt   conversion   reference   relates
         specifically  to  paragraph  3 of the  attached  financing  term  sheet
         (exhibit  "B"), and represents the first half (50%) of the initial $1.5
         million in equity financing and debt conversion.






Provo International Inc.
February 25, 2005
Page 14 of 31



SG&A;  represents  approximately  $180,000 in corporate  overhead  and  expenses,
including legal and  accounting,  and an additional  $60,000  relating to actual
operations.









                             Projected Balance Sheet
US $ 000's
                                   Projected      Quarter 1  Effect of      Per Plan
                                   31-Dec-04      31-Mar-05    Plan         31-Mar-05
ASSETS

                                                                     
Current assets                          376            176        200            376

Property & Equipment-net                 73             73                        73

Goodwill                                  0              0                         0

Other assets                             88             88                        88
                                 ----------    -----------  ---------     -----------
                                        537            337                       537
                                 ==========    =========== ==========    ===========

LIABIITIES & STOCKHOLDER'S EQUITY

Current liabilities                     430            430      (150)            280

Debt                                    707            707      (400)            307

Equity                                (600)          (800)                      (50)

                                 ----------    ----------- ---------     -----------
                                        537            337                       537
                                 ==========    =========== =========     ===========




* Effect of plan represents $750,000 in debt conversion and equity financing

         For the purpose of facilitating  staff review of the company's level of
success in meeting its goals for this plan period, the following is a summary of
the measurable  and  demonstrable  events  expected to be completed by March 31,
2005:

1.       Completion and acceptance by AMEX of plan of compliance;

2.       Approval   and  adoption  by  Board  of  Directors  of  final  plan  of
         compliance;

3.       Publicly announce status of plan of compliance;

4.       Resolution by Board of Directors accepting final financing term sheet;

5.       File form 10-KSB for 12 months ending December 31, 2004;

6.       Resolution by Board of Directors authorizing information proxy relating
         to Provo Mexico unwind and financing, as required;

7.       Commence preparation of informational  statement or proxy statement, as
         appropriate;  





Provo International Inc.
February 25, 2005
Page 15 of 31

8.       Resolution  by  Board  of  Directors  authorizing  execution  of  final
         licensing agreement with Cardiff College Consultants, Inc.;

9.       Complete new equity  financing and debt conversion  totaling  $750,000;
         and

10.      Show 3 month  period  ending March 31, 2005  balance  sheet  reflecting
         shareholder's deficit of [$50,000].(10)



                          3 Months Ending June 30, 2005

         During the 3 month  period  ending  June 30,  2005,  the  company  will
continue  to focus on  launching  its  Paycard  product  line,  and  developing,
acquiring and licensing  additional  technology  products and services primarily
related to areas of  anti-terrorism  and homeland  security.  In  addition,  the
company will continue with the  administrative  process and details necessary to
complete the Provo Mexico unwind and financing program.

         In this  regard,  the  company  will close on the  licensing  agreement
addressed in the previously  described letter of intent with University  College
Cardiff  Consultants  Ltd.,  which  relates to a compound for use against  viral
agents of bio-terror,  specifically  involving the smallpox  virus.  The company
will  also  endeavor  to  execute  a  letter  of  intent  for the  licensing  or
acquisition  of an  additional  compound or product  line  similarly  related to
bio-terrorism, homeland security, or other high tech opportunity.

         The company will also establish a record date for the purpose of filing
its preliminary  informational  statement with the SEC, and file its preliminary
statement.  Thereafter,  the  company  will  file its  definitive  informational
statement with the SEC, and approximately 21 calendar days later,  formalize the
shareholder vote by written majority consent.(11)

-------------------------
(10)     In the event an  unexpected  loss  occurs  during  any given  quarterly
         period, or the company otherwise fails to substantially comply with its
         projected  shareholder's equity goals, such shortfall will be addressed
         and  compensated  for during  the  subsequent  3 month  plan  period by
         additional equity financing or debt conversion.

(11)     The  actual   record  date  and  date  of  filing  of  the   definitive
         informational  statement  is subject to change  based upon the response
         and depth of comments from the SEC. Any  postponements  or other delays
         as a result of SEC  comments  will not affect the other goals set forth
         in this plan.







Provo International Inc.
February 25, 2005
Page 16 of 31


         Financial  results for the 3 month period ending June 30, 2005, will be
as planned.  The company will close a total of $1.25 million in equity financing
and debt conversion  during the period,  with shareholder  equity  increasing to
$800,000.  This  shareholder  equity  reflects:  1) the projected  shareholder's
deficit at March 31, 2005 of [$50,000], 2) the projected loss from operations of
approximately $200,000 for the 3 months ending June 30, 2005; and 3) the closing
of an additional  $1.05 million (net of $1.25 million less $200,000 in costs and
fees) in equity  financing and debt  conversion.  The projected income statement
and  balance   sheet  for  the  3  months  ending  June  30,  2005  under  these
circumstances would be as follows:

                           Projected Income Statement
US $ 000's
                                                                30-Jun-05
                                                         --------------------
Revenues                                                              150

Cost of Revenues                                                      (85)
Selling, general & admin*                                            (240)

                                                         --------------------
EBITDA                                                               (175)

Depreciation & amortization                                             0

Interest                                                              (25)

Taxes                                                                   0

                                                         --------------------
Net Income                                                           (200)
                                                         ====================

*SG&A;  represents  approximately  $180,000 in corporate  overhead and  expenses,
including  legal  and  accounting,   and  an  additional   $60,000  relating  to
operations.






Provo International Inc.
February 25, 2005
Page 17 of 31






                                  Projected Balance Sheet
US $ 000's
                                    Projected        Quarter 2   Effect of       Per Plan
                                    31-Mar-05        30-Jun-05     Plan*        30-Jun-05
ASSETS

                                                                           
Current assets                             376             176        700              876

Property & Equipment-net                    73              73                          73

Goodwill                                     0               0                           0

Other assets                                88              88                          88
                                   ------------    -----------   --------       ----------
                                           537             337        700           1,037
                                   ============    ===========   ========       ==========
LIABIITIES & STOCKHOLDER'S EQUITY

Current liabilities                        280             280       (150)             130

Debt                                       307             307       (200)             107

Equity                                     (50)           (250)     1,050              800
                                  ------------     -----------   --------       ----------
                                           537             337        700            1,037
                                   ============ === ============ ========       ==========




*  Effect  of plan  represents  $1.25  million  gross/  $1.05  million  net debt
conversion and new equity financing

         For the purpose of facilitating  staff review of the company's level of
success in meeting its goals for this plan period, the following is a summary of
the  measurable  and  demonstrable  events  expected to be completed by June 30,
2005:

1.       Close licensing agreement with Cardiff University;

2.       Enter into LOI for the license or acquisition of additional  product or
         compound;

3.       Establish  record date for shareholder  approval of unwind,  financing,
         and reverse stock split;

4.       File preliminary informational statement with SEC;

5.       Respond to SEC comments on preliminary statement;

6.       File definitive statement with SEC (but see footnote "11");

7.       Mail definitive statement to shareholders of record;

8.       Formalize shareholder vote by consent of majority;




Provo International Inc.
February 25, 2005
Page 18 of 31

9.       Close Provo Mexico unwind;

10.      Close $1.25 million gross in new equity financing; and

11.      Show 3 month  period  ending June 30,  2005  balance  sheet  reflecting
         shareholder's equity of $800,000.


                       3 Months Ending September 30, 2005

         In the third  calendar  quarter of 2005,  the company will continue the
technological  development  of its  existing  products and  services,  and begin
trending  toward  creating  additional and new revenue sources from both company
owned and licensed  products and  services,  as well as potential  operating and
revenue producing acquisition and licensing targets.

         During this period,  the company will close on an additional  licensing
or  acquisition  transaction,  as referred to in the prior period  (reference is
made in the above discussion for the 3 month period ending June 30, 2005, to the
execution of a letter of intent to license or acquire an additional  compound or
product line similarly related to  bio-terrorism,  homeland  security,  or other
high tech opportunity).  Also during this time the company will identify a third
new product line or compound in a related industry, but with a stronger focus on
a revenue producing entity or product.  A letter of intent to acquire or license
this new product or entity will be executed during this period.

         In the event the company has not yet filed its definitive informational
statement as a result of delays  caused by SEC  comments,  the company will also
continue with those efforts.

         Financial  results for the 3 month period  ending  September  30, 2005,
will show that the company  closed on an  additional  $1.5 million in new equity
financing,  with shareholder  equity increasing to $1.9 million.  This increased
shareholder  equity is a result of:: 1) the  projected  shareholder's  equity at
June  30,  2005  of  $800,000;   2)  the  projected  loss  from   operations  of
approximately  $200,000 for the 3 months ending  September 30, 2005;  and 3) the
closing of an  additional  $1.3 million  (net of $1.5  million  gross) in equity
financing.  The  projected  income  statement and balance sheet for the 3 months
ending September 30, 2005, are as follows:





Provo International Inc.
February 25, 2005
Page 19 of 31
                           Projected Income Statement
US $ 000's
                                                               30-Sep-05
                                                          ---------------
Revenues                                                              150

Cost of Revenues                                                      (85)
Selling, general & admin*                                            (240)

                                                          ---------------
EBITDA                                                               (175)

Depreciation & amortization                                             0

Interest                                                              (25)

Taxes                                                                   0

                                                         ----------------
Net Income                                                           (200)
                                                         ================

*SG&A;  represents  approximately  $180,000 in corporate  overhead and  expenses,
including  legal  and  accounting,   and  an  additional   $60,000  relating  to
operations.





                             Projected Balance Sheet
US $ 000's
                             Projected          Quarter 3    Effect of     Per Plan
                             30-Jun-05          30-Sep-05     Plan*        30-Sep-05
ASSETS

                                                                    
Current assets                      876             676        1,100           1,776

Property & Equipment-net             73              73                           73

Goodwill                              0               0                            0

Other assets                         88              88                           88
                            -----------        --------    ---------     ----------
                                  1,037             837        1,100          1,937
                            ===========        ========   ==========     ===========

LIABIITIES & STOCKHOLDER'S EQUITY

Current liabilities                 130             130        (100)             30

Debt                                107             107        (100)              7

Equity                              800             600        1,300          1,900
                            -----------        --------    ---------     ----------
                                  1,037             837        1,100          1,937
                            ===========        ========    =========     ==========



*        Effect of plan  represents  $1.5  million  gross/ $1.3  million net new
         equity financing




Provo International Inc.
February 25, 2005
Page 20 of 31

         As in each section above, for the purpose of facilitating  staff review
of the company's level of success in meeting its goals for this plan period, the
following is a summary of the measurable and demonstrable  events expected to be
completed by September 30, 2005:

1.       Close on second licensing or acquisition transaction;

2.       Identify and execute LOI for the license or  acquisition of a third new
         product or compound;

3.       If not  yet  completed,  continue  to  respond  to SEC  comments,  file
         definitive   statement,   mail  to  shareholders,   obtain  shareholder
         approval, and close Provo Mexico unwind;

4.       Close $1.5 million gross in new equity financing; and


5.       Show 3 month period ending  September 30, 2005 balance sheet reflecting
         shareholder's equity of $1.9 million.

                        3 Months Ending December 31, 2005

         During the 3 month period  ending  December 31, 2005,  the company will
begin to realize the  effects of its growth  strategy  from an income  statement
perspective,  recognizing increased revenue and lower operational losses for the
first time in this plan.  The income  statement  for this period will reflect an
increase in revenue from the previously stable $150,000 per quarter, to $225,000
for the current  quarter.  Moreover,  operational  losses will  decrease for the
period from the ($200,000)  during the previous  quarters,  to  ($100,000).  The
decrease in losses will be a direct  result of the increase in revenue,  and the
elimination of interest expenses.

         As the  company  continues  its  product  development  and  acquisition
programs,  it will further its goals of creating  revenue and profits  through a
diversified  portfolio of high tech products and services.  During this quarter,
the company will close on its third  licensing  or  acquisition  transaction  as
identified  in the previous  quarter.  In  addition,  the company will develop a
detailed  plan for  calendar  year 2006 for the  purpose of growing  revenue and
producing profits.

         Financial activity for the 3 month period ending December 31, 2005 will
include an additional $2 million in equity  financing  with  shareholder  equity
increasing to $3.6  million.  This  increase in  shareholder  equity will be the
result of: 1) the projected  shareholder's  equity at September 30, 2005 of $1.9
million;  2) the projected loss from operations of $100,000 for this period; and
3) the closing of an additional $1.8 million (net of $2 million less $200,000 in
costs and fees) in equity  financing.  Thus,  the income  statement  and balance
sheet for the 3 month period ending December 31, 2005, will be as follows:



Provo International Inc.
February 25, 2005
Page 21 of 31
                           Projected Income Statement
US $ 000's
                                                                    31-Dec-05
                                                        ---------------------
Revenues                                                                 225

Cost of Revenues                                                         (85)
Selling, general & admin*                                               (240)

                                                        --------------------
EBITDA                                                                  (100)

Depreciation & amortization                                                0

Interest                                                                   0

Taxes                                                                      0

                                                        --------------------
Net Income                                                             (100)
                                                        ====================

*SG&A;  represents  approximately  $180,000 in corporate  overhead and  expenses,
Including  legal  and  accounting,   and  an  additional   $60,000  relating  to
operations.





Provo International Inc.
February 25, 2005
Page 22 of 31






                             Projected Balance Sheet
US $ 000's
                             Projected        Quarter 4     Effect of      Per Plan
                             30-Sep-05        31-Dec-05       Plan*        31-Dec-05
ASSETS

                                                                    
Current assets                    1,776           1,676       1,800           3,476

Property & Equipment-net             73              73                          73

Goodwill                              0               0                           0

Other assets                         88              88                          88
                            -----------     -----------   ----------     -----------
                                  1,937           1,837       1,800            3,637
                            ===========     ===========   ==========     ===========

LIABIITIES & STOCKHOLDER'S EQUITY

Current liabilities                  30              30                          30

Debt                                  7               7                           7

Equity                            1,900           1,800       1,800           3,600
                            -----------     -----------   ----------     -----------
                                  1,937           1,837       1,800           3,637
                            ===========     ===========   ==========     ===========




*        Effect of plan represents $2 million gross/ $1.8 million net new equity
         financing


         The following is a summary of the  measurable and  demonstrable  events
expected to be completed by December 31, 2005:

1.       Show  financial  results  reflecting  revenue  increase to $225,000 for
         period, and decrease in operational losses to ($100,000);

2.       Close third new licensing or acquisition transaction;

3.       Develop and adopt revenue growth and profitability  plan for January 1,
         2006 execution;

4.       Close $2.0 million in equity financing; and

5.       Show 3 month period ending  December 31, 2005 balance sheet  reflecting
         shareholder's equity of $3.6 million.


Provo International Inc.
February 25, 2005
Page 23 of 31

                         3 Months Ending March 31, 2006

         The first  calendar  quarter of 2006 will  continue  to show  growth in
revenue and a decrease in losses, in addition to the expanded  capitalization of
the company and continued  increase in shareholder  equity. The income statement
at quarter  end will show  $400,000 in  revenue,  up from  $225,000 in the prior
quarter. As a result of the increased revenues, operations will be breakeven for
the period.  In  furtherance  of these  advancements  toward  revenue growth and
operational profitability,  the company will adopt and commence execution of the
revenue growth and profitability plan developed during the prior 3 month period.

         As always,  the company will continue the technological  development of
its existing products and services.  Additionally, the company will identify and
attempt  to  execute  a letter of intent  with a revenue  producing  acquisition
target within the company's realm of development and operations.

         Financial activity for the 3 months ending March 31, 2006, will include
the  closing on an  additional  $1.5  million in new  equity  financing,  and an
increase in  shareholder  equity to $4.9 million.  This increase in  shareholder
equity will be the result of: 1) the projected  shareholder's equity at December
31, 2005 of $3.6 million;  2) no operational  losses for the period;  and 3) the
closing of an  additional  $1.3 million  (net of $1.5  million  gross) in equity
financing.  The  projected  income  statement and balance sheet for the 3 months
ending March 31, 2006, are as follows:





Provo International Inc.
February 25, 2005
Page 24 of 31



        Projected Income Statement
US $ 000's
                                 31-Mar-06
                                 -----------
Revenues                                400

Cost of Revenues                      (160)
Selling, general & admin*             (240)

                                 -----------
EBITDA                                    0

Depreciation & amortization               0

Interest                                  0

Taxes                                     0

                                 -----------
Net Income                                0
                                 ===========



                           Projected Balance Sheet
US $ 000's
                          Projected       Quarter 1    Effect of      Per Plan
                          31-Dec-05       31-Mar-06      Plan*       31-Mar-06
ASSETS

Current assets                 3,476           3,476        1,300         4,776

Property & Equipment-net          73              73                         73

Goodwill                           0               0                          0

Other assets                      88              88                         88

                         ------------    ------------ ------------   -----------
                               3,637           3,637        1,300         4,937
                         ============    ============ ============   ===========

LIABIITIES & STOCKHOLDER'S EQUITY

Current liabilities               30              30                          30

Debt                               7               7                           7

Equity                         3,600           3,600        1,300          4,900
                                                                          
                         ------------    ------------ ------------   -----------
                               3,637           3,637        1,300          4,937
                         ============    ============ ============   ===========

* Effect of plan represents $1.5 million gross/ $1.3 million net new equity 
financing

         The following is a summary of the measurable and demonstrable events
expected to be completed by March 31, 2006:




Provo International Inc.
February 25, 2005
Page 25 of 31


     1.   Show financial results reflecting revenue increase to $400,000 for
          period, and decrease in operational losses to breakeven;

     2.   Commence execution of revenue growth and profitability plan developed
          in the 4th quarter of 2005;

     3.   Identify revenue producing product or entity and execute letter of
          intent to acquire;

     4.   Close $1.5 million in equity financing; and

     5.   Show 3 month period ending March 31, 2006 balance sheet reflecting
          shareholder's equity of $4.9 million.


                          3 Months Ending June 30, 2006

         The 3 month period  ending June 30, 2006 will be the final full 3 month
period of the company's  plan of  compliance.  The complete  results of the plan
will be  reflected at the end of this  quarter in revenue,  profit,  substantial
shareholder equity, and the continuing  operation of a strong,  growing American
Stock  Exchange  listed high  technology  company with a multitude of successful
divisions, products and services.

         Specifically,  the company will show  revenue of at least  $800,000 for
the period, with an operating profit of no less than $300,000, and net income of
$210,000.  Execution of the company's revenue growth and profitability plan will
be clear,  obvious and measurable as reflected above. The company will close the
revenue  producing  acquisition  identified in the prior quarter,  as well as an
additional $1.5 million in equity financing.

         The balance sheet at period end will reflect an increase in shareholder
equity to $6.41 million,  resulting from: 1) the projected  shareholder's equity
at March 31, 2006 of $4.9 million; 2) net profit for the period of $210,000; and
3) the closing of an  additional  $1.3 million  (net of $1.5  million  gross) in
equity  financing.  The projected  income  statement and balance sheet for the 3
months ending June 30, 2006 are as follow:




Provo International Inc.
February 25, 2005
Page 26 of 31




        Projected Income Statement
US $ 000's
                                 30-Jun-06
                                 -----------
Revenues                                800

Cost of Revenues                      (200)
Selling, general & admin*             (300)

                                 -----------
EBITDA                                  300

Depreciation & amortization               0

Interest                                  0

Taxes                                  (90)

                                 -----------
Net Income                              210
                                 ===========

                              Projected Balance Sheet
US $ 000's
                             Projected     Quarter 2   Effect of     Per Plan
                             31-Mar-06     30-Jun-06     Plan*      30-Jun-06
ASSETS

Current assets                    4,776         4,986       1,300        6,286

Property & Equipment-net             73            73                       73

Goodwill                              0             0                        0

Other assets                         88            88                       88
                                                                     
                            ------------  -----------  -----------  -----------
                                  4,937         5,147       1,300        6,447
                            ============  ============ ===========  ===========

LIABIITIES & STOCKHOLDER'S EQUITY

Current liabilities                  30            30                       30

Debt                                  7             7                        7

Equity                            4,900         5,110       1,300        6,410
                                                                     
                            ------------  -----------  -----------  -----------
                                  4,937         5,147       1,300        6,447
                            ============  ============ ===========  ===========

* Effect of plan represents $1.5 million gross/ $1.3 million net new equity 
financing


         The following is a summary of the  measurable and  demonstrable  events
expected to be completed  by June 30, 2006,  being the final full quarter of the
company's  plan,  thus  available for the staff as a tool for use in determining
the company's substantial compliance with this plan:




Provo International Inc.
February 25, 2005
Page 27 of 31


1.       Show financial results  reflecting  revenue for the period of $800,000,
         up 433% from the start of the compliance plan period;
         
2.       Show financial results reflecting  operational profit for the period of
         $300,000,  and net  income of  $210,000,  up from a  quarterly  loss of
         ($200,000);
         
3.       Continued execution of revenue growth and profitability plan, evidenced
         by revenue and profit growth;

4.       Close on acquisition of revenue producing product or entity;

5.       Close $1.5  million  in equity  financing;  and 6. Show 3 month  period
         ending June 30, 2006 balance sheet reflecting  shareholder's  equity of
         $6.41 million.

                       End of Plan Period - July 18, 2006

         The  company's  plan of  compliance is expected to be completed by June
30, 2006. However, the company believes it is prudent to request the full amount
of time  available  pursuant to the Company  Guide of 18 months from the date of
the  notification  letter,  allowing for the incidental  completion of any minor
matters,  including the  preparation of financial  reports for the period ending
June 30, 2006.  Thus,  the company  respectfully  requests the period of July 1,
2006 through July 18, 2006, to be available for any incidental matters which may
be required for completion of this plan.






Provo International Inc.
February 25, 2005
Page 28 of 31

                                 Section Closing

         It is respectfully brought to the attention of the reviewing staff that
the end  results  shown  here are  compelling  for a number of  reasons.  First,
assuming the company  performs as planned,  at June 30, 2006,  as regarding  the
issues of operational losses and shareholder's  equity, the company will be back
in  compliance  with the  continued  listing  standards  of the  American  Stock
Exchange  as a result  of its  shareholder's  equity of $6.41  million,  and the
discontinuation of substantial  operational  losses.(12)  However, and even more
gripping,  the company's  operations at plan end will be profitable and growing.
As a  result,  at year end  2006,  with a  profitable  operation  for the  year,
pursuant to section  1003(a)(ii) of the Company Guide, the shareholder's  equity
requirement  will be reduced to $4 million,  yet the company  will have at least
$6.8 million in shareholder's  equity without any further percentage increase in
revenue or profits for the remainder of 2006.

------------------------
(12)     It is further  respectfully  submitted  that these results will satisfy
         not only section 1003(a)(iii) of the company guide requiring $6 million
         in shareholder's  equity,  but the requirements of section  1003(a)(iv)
         will also be  fulfilled  since  there  will be very  little  debt,  and
         substantial current assets.






Provo International Inc.
February 25, 2005
Page 29 of 31

2.       RESPONSE RELATING TO SECTION 301 COMPLIANCE REGARDING THE LISTING OF 
         ADDITIONAL SHARES

         The company has been advised that there is the  appearance  that it may
have issued additional securities without having first filed an application with
the Exchange for such  issuances.  In accordance  with the Exchange's  letter of
January 18, 2005,  this matter has been addressed under separate cover by letter
to the Exchange dated February 2, 2005. As part of this  compliance  plan, it is
represented  herein  that the  company  will  follow all  instructions  relating
thereto as  received  from the  Exchange,  and  continue  to respond in a timely
manner.





Provo International Inc.
February 25, 2005
Page 30 of 31

3.       STRATEGIC PLAN OF COMPLIANCE AS RELATING TO THE LOW PER SHARE STOCK 
         PRICE OF THE COMPANY

         In its letter to the company  dated  January  18,  2005,  the  Exchange
notified the company that,  among other items as described and addressed  above,
the company's common stock has been trading at a low level, raising the question
whether the stock is suitable for auction market trading. In furtherance of this
issue,  the  Exchange  has  deemed it  appropriate  for the  company to effect a
reverse stock split as a measure to address the low stock price.

         The company  fully  intends to comply with the  recommendations  of the
Exchange.  After lengthy  consultations  with company counsel and its investment
bankers  relating  to this issue,  we have  determined  that it is  appropriate,
reasonable  and  necessary to  effectuate a 1 share for 20 shares  reverse stock
split as part of this  compliance  plan.  Upon  execution of this reverse  stock
split,  and assuming the completion of the Provo Mexico unwind  described above,
the company  expects that the number of shares  issued and  outstanding  will be
reduced  from  approximately  45  million   currently,   to  approximately  1.15
million.(13)  With a current market  capitalization of approximately $5 million,
the  theoretical  result of the Provo  Mexico  share  retirement  and a 1 for 20
reverse  split  should be an  increase  in the  company's  stock  price from the
current $.11 to  approximately  $4.34.  Although  there can be no assurance  the
actual  stock  price  will be or remain at such a price,  the  reduction  in the
number of outstanding  shares  appears to be reasonable and necessary  under the
circumstances.

         As regarding  the timing of the  proposed  reverse  split,  the staff's
attention is respectfully  directed to that section of the compliance plan above
entitled "3 Months  Ending June 30,  2005",  and footnote  "8" related  thereto.
There,  the  company  describes  its  immediate  need and  intention  to  obtain
shareholder  approval for the Provo Mexico unwind, among other matters. As noted
in footnote  "8",  the company will include in its  preliminary  and  definitive
informational  statement  filings  information  regarding this proposed 1 for 20
reverse stock split, and will obtain shareholder approval as soon as possible.

----------------------
(13)     Of the approximately 45 million shares of common stock currently issued
         and outstanding, the prior owners of Provo Mexico hold about 22 million
         shares of the  company's  common  stock and common  stock  equivalents.
         These  shares will be retired upon the  completion  of the Provo Mexico
         unwind, leaving 23 million shares outstanding. Upon effectuation of the
         proposed  1  for  20  reverse   split,   the  company  will  then  have
         approximately 1.15 million shares outstanding.




Provo International Inc.
February 25, 2005
Page 31 of 31


                                   CONCLUSION

         The  company  is  prepared  to  provide  any  additional   material  or
information  required,  as well  as to make  any  recommended  modifications  or
clarifying  entries  to this plan as  necessary.  We are  appreciative  for this
opportunity to provide to the Exchange our plans for the company's  future,  and
for compliance with the continued  listing standards of AMEX. Thank you for your
kind attention and continued assistance.


                                       Sincerely,
                                       /s/ Stephen J. Cole-Hatchard, CEO
                                       ---------------------------------
                                       Stephen J. Cole-Hatchard, CEO
                                       Provo International Inc.