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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): January 7, 2005 
(July 14, 2004)


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

                                    Delaware
                                    --------
            (State or jurisdiction of incorporation or organization)

                                    001-15673
                                    ---------
                            (Commission File Number)

                                   13-3950283
                                   ----------
                     (I.R.S. Employer Identification Number)

            One Blue Hill Plaza, P.O. Box 1548, Pearl River, NY 10965
            ---------------------------------------------------------
               (Address of principal executive offices (Zip Code)

                   Registrant's telephone number: 845-623-8553


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



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
      240.14a-12)

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

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




Item 1.01 Entry Into a Material Definitive Agreement

      The Company's Form 10-QSB for its quarter ended September 30, 2004
contained the following information in Note K regarding a material agreement
with respect to the disposal of assets to officers and directors of the Company.

"NOTE K- PLANNED DISPOSAL OF PROVO MEXICO

      In July 2004, the Company entered into an agreement with the former
shareholders of Provo Mexico to sell back Provo Mexico to them in exchange for
them returning back to the Company substantially all of the Company's shares of
common stock and preferred stock issued to them (the "Unwind"). For the Unwind
to take effect, the Company has to comply with several requirements including
acquiring another line of business and obtaining stockholder and lender
approval. Upon the Company complying with the requirements and when the
likelihood of the unwind is more likely, the measurement date for disposal of
Provo Mexico will be established for financial reporting purposes. Once the
measurement date is established, the Company will recognize the loss on disposal
of Provo Mexico and the Company's financial statements for periods that include
results of Provo Mexico operations prior to the measurement date will be
reclassified as results of discontinued operations. However, there can be no
assurance that the Company will complete the Unwind."

      The Stock Purchase Agreement (the "Agreement") was entered into by and
among the Company, Ventura Martinez del Rio Requejo ("Requejo") and Ventura
Martinez del Rio Arrangoiz ("Arrangoiz"). Requejo and Arrangoiz are collectively
hereinafter referred to as the "Buyers." Upon the completion of the transaction
covered by the Agreement, the Buyers would relinquish to the Company 18,944,500
shares of Common Stock and 30,555,000 shares of Series E Preferred Stock in
exchange for the Company's wholly-owned subsidiary, Provo Mexico. Provo Mexico
was formerly owned by the Buyers who sold Provo Mexico's capital stock to the
Company in exchange for a controlling position in the Company. The Agreement
required Miguel Madero and Carlos Bello to tender their resignations to the
Board which occurred on July 14, 2004 and for the Buyers to agree to appoint
Nicko Feinberg and Stephen J. Cole-Hatchard to fill their vacancies on the
Board, which occurred on July 14, 2004.

      By amendment dated December 31, 2004, the parties to the Agreement agreed
to certain changes. It is now contemplated that a closing shall occur by March
31, 2005, unless the actions of a third party regulatory agency are the cause
for a delay in the consummation of the transaction. The Agreement no longer
requires the Company to purchase another line of business before the
consummation of this transaction.




Item 2.05 Costs Associated with Exit or Disposal Activities.

      The transaction described in Item 1.01 is not anticipated to have any
material costs of exit or disposal activities except for professional fees
incurred in connection with the transaction and the preparation and filing of an
Information Statement and/or Proxy Statement and the mailing and related costs
associated with stockholder approval. Professional fees and other costs
associated with stockholder approval are presently estimated not to exceed
$50,000.


Item 2.06 Material Impairments.

      In the Company's Form 10-QSB for its quarter ended September 30, 2004, the
Company reported the following:

      "NOTE L- IMPAIRMENT OF GOODWILL

      The Company's management evaluated Provo Mexico's operations and the near
term business conditions in which Provo Mexico operates. Based on this
evaluation, management determined that the goodwill related to Provo Mexico is
impaired. Based on the estimated fair value of Provo Mexico, management
estimated an impairment loss of $4,856,476 at September 30, 2004 and the
impairment loss was charged to operations for the three months ended September
30, 2004. The measurement of impairment loss is an estimate and any further
adjustment shall be recognized in the three months ended December 31, 2004 in
connection with the execution of the unwind."

      As of January 7, 2005, the Company estimates an additional impairment loss
for the quarter ended December 31, 2004 of approximately $487,000.


Item 9.01. Financial Statements and Exhibits.

      (c) Exhibits

      10.1- Stock Purchase Agreement by and among Provo International, Inc.,
Ventura Martinez del Rio Requejo and Ventura Martinez del Rio Arrangoiz.

      10.2- December 31, 2004 Letter Agreement modifying Exhibit 10.1.




                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                        PROVO INTERNATIONAL, INC.


Dated: January 7, 2005                  By: /s/ Stephen J. Cole-Hatchard
                                        --------------------------------
                                        Stephen J. Cole-Hatchard, CEO





                                  Exhibit 10.1

        Stock Purchase Agreement by and among Provo International, Inc.,
     Ventura Martinez del Rio Requejo and Ventura Martinez del Rio Arrangoiz

                            STOCK PURCHASE AGREEMENT

      This Stock  Purchase  Agreement  is entered into on this 14th day of July,
2004, by and between Provo International, Inc., a Delaware corporation ("Seller"
or "Provo"); Ventura Martinez del Rio Requejo ("Requejo");  and Ventura Martinez
del Rio  Arrangoiz  ("Arrangoiz")  (Requejo  and  Arrangoiz  shall  sometimes be
referred to in the singular as "Buyer" and collectively as "Buyers").

                                    RECITALS

      WHEREAS, on April 3, 2003,  Arrangoiz and Requejo,  then the owners of all
of  the  issued  and  outstanding  capital  stock  ("Provo  Mexico  Shares")  of
Proyecciones y Ventas Organizadas,  S.A. de C.V., a corporation  organized under
the laws of the Republic of Mexico ("Provo  Mexico"),  sold such shares to Provo
and Provo Mexico became a wholly-owned subsidiary of Provo; and

      WHEREAS,  in exchange for the Provo Mexico Shares,  Provo issued to Buyers
220,000  shares of Series C  Convertible  Preferred  Stock,  par value  $.01 per
share, of Provo, which were subsequently converted into 220,000 shares of Series
E Convertible  Preferred  Stock,  par value $.01 per share,  of Provo,  of which
shares 189,445 shares were converted
 into 18,944,500 shares of Common Stock, par
value $.01 per share, of Provo (such  18,944,500  shares of Common Stock and the
30,555 shares of Series E Convertible Preferred Stock that remain outstanding on
the date  hereof are  sometimes  collectively  referred  to herein as the "Provo
Shares"); and

      WHEREAS,  Arrangoiz and Requejo wish to repurchase the Provo Mexico Shares
from Provo,  and Provo wishes to repurchase  the Provo Shares from Arrangoiz and
Requejo, subject to the terms and conditions described herein;

      NOW,  THEREFORE,  in  consideration  of the above  recitals,  the promises
herein contained and such other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      As used in this Agreement, the following terms shall have the meanings set
forth below:

                              (a)  "Agreement"  shall mean this  Stock  Purchase
                  Agreement, including any appendices, schedules and exhibits.

                              (b) "Best  knowledge"  and similar  phrases  shall
                  mean (i) in the case of a natural person,  the particular fact
                  was  known or not  known,  as the  context  requires,  to such
                  person  after  reasonable  investigation  and  inquiry by such
                  person, and (ii) in the case of an entity, the particular fact
                  was  known  or not  known,  as the  context  requires,  to any
                  executive    officer   of   such   entity   after   reasonable
                  investigation and inquiry by the principal  executive officers
                  of such entity.



                              (c) "Callisto  Agreement"  shall mean the proposed
                  agreement whereby Callisto Pharmaceuticals, Inc. will sell its
                  Superantigen  program to Provo, or any other agreement whereby
                  Provo acquires a new line of business.

                              (d)  "Closing"  shall  mean  the  closing  of  the
                  transactions contemplated by this Agreement, which shall occur
                  at 10:00 A.M.,  local time, on the Closing Date in the offices
                  of Blank  Rome  LLP,  the  Chrysler  Building,  405  Lexington
                  Avenue,  New York, New York,  10174, or at such other time and
                  place as shall be agreed in writing among the parties.

                              (e) "Closing Date" shall mean October 30, 2004, or
                  such other date as agreed upon, in writing, among the parties.

                              (f) "Common  Stock" shall mean Common  Stock,  par
                  value $.01 per share, of Provo.

                              (g) "Dollar" or "Dollars" shall mean United States
                  dollars.

                              (h)  "Encumbrance"  shall mean any lien,  security
                  interest, claim or any other hindrance whatsoever.

                              (i)  "Exchange  Act" shall mean the United  States
                  Securities Exchange Act of 1934, as amended.

                              (j)   "Person"    shall   mean   an    individual,
                  corporation,  partnership,  joint venture, trust, association,
                  unincorporated  organization  or other entity or  governmental
                  body or subdivision,  agency, commission or authority thereof,
                  or any equivalent entity under applicable law.

                              (k)   "SEC"  or   "Commission"   shall   mean  the
                  Securities and Exchange Commission.

                              (l) "Series E Preferred Stock" shall mean Series E
                  Convertible  Preferred  Stock,  par value $.01 per  share,  of
                  Provo.

                              (m) "Securities  Act" shall mean the United States
                  Securities Act of 1933, as amended.


                                       2



                              (n)  "Transaction  Documents"  shall  collectively
                  mean this Agreement and any other written  agreement signed by
                  the parties that is  expressly  identified  as a  "Transaction
                  Document" hereunder, and any exhibits or attachments to any of
                  the  foregoing,  as the same may be amended from time to time.
                  Transaction Documents shall include the Reseller Agreement and
                  Written  Consent of  Shareholders  as defined in Sections 7.01
                  and 7.02.

                                   ARTICLE II

                                 STOCK PURCHASE

      Subject to the terms of this Agreement, Arrangoiz and Requejo hereby agree
to purchase  and Provo  hereby  agrees to sell to Buyer all of the Provo  Mexico
Shares. The Provo Mexico Shares shall be free of any and all Encumbrances, other
than Encumbrances imposed on the Provo Mexico Shares by, or with the consent of,
the Buyers.

                                  ARTICLE III

                                  CONSIDERATION

      In  return  for the sale of all  right,  title and  interest  in the Provo
Mexico Shares,  Arrangoiz and Requejo will return to Provo for  cancellation  an
aggregate total of 18,944,500 shares of Common Stock and 30,555 shares of Series
E  Preferred  Stock and said shares  shall be free of any and all  Encumbrances,
other than any  Encumbrances  imposed on such shares by, or with the consent of,
Provo.

                                   ARTICLE IV

                               REGULATORY FILINGS

      Section 4.01.  Commission Filings.  Prior to the Closing Date, Provo shall
properly prepare and file with the Commission all documents required pursuant to
the Exchange Act, in connection with the execution,  delivery and performance of
this Agreement,  and any of the  transactions  contemplated  hereby,  including,
without limitation, (a) any and all proxy materials deemed to be required to (i)
complete  the   transactions   contemplated  by  this  Agreement;   (ii)  notify
non-consenting  shareholders  of the approval of the  transactions  contemplated
hereby upon consent of holders of a majority of the outstanding shares of Common
Stock  of  Provo,  including  an  information  statement  on  Schedule  14C (the
"Information  Statement");  and (b) any reports that may be required to be filed
utilizing  Form  8-K,  as  promulgated  by  the  Commission  (collectively,  the
"Filings").

      Section  4.02.  Exchange  Filings.  Provo shall  prepare and file with the
American Stock Exchange (the "Exchange") all the documents required by the rules
of the Exchange in connection  with the execution,  delivery and  performance of
this Agreement, and any of the transactions  contemplated hereby, including, but
not limited to, any proxy filings and reports on Form 8-K.


                                       3



      Section  4.03.  Other  Filings.  In addition  to the  Filings  that may be
required by the  Commission  and the Exchange,  the parties will  cooperate with
each  other in  order to make,  as soon as  appropriate,  all  governmental  and
regulatory  filings  necessary in connection  with the  execution,  delivery and
performance of this Agreement and any of the transactions contemplated hereby.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

      Section  5.01.  Representations  and  Warranties  of Buyers.  The  Buyers,
jointly and severally, represent and warrant to Provo that:

                              (a) No material litigation,  other than litigation
                  in the ordinary  course of business,  or proceeding is pending
                  or threatened against the Buyers except those matters, if any,
                  described  by the parties in  SCHEDULE  5.01(A)  attached  and
                  incorporated  by reference  hereto.  Neither the execution nor
                  delivery by the Buyers of this  Agreement  will give rise to a
                  material breach of any other agreement to which either of them
                  is a party,  or interfere with or otherwise  adversely  affect
                  the  ability  of the  Buyers  to  consummate  the  transaction
                  contemplated by this Agreement.

                              (b) The  execution,  delivery and  performance  of
                  this  Agreement  and  the  consummation  of  all  transactions
                  contemplated  hereby or thereby  will not  conflict  with,  or
                  result  in  any  violation  of,  any  law,  statute,  rule  or
                  regulation to which either Buyer is subject.

                              (c)  The  Provo  Shares  to  be   transferred   by
                  Arrangoiz and Requejo to Provo  contemplated by this Agreement
                  will  be free  and  clear  of any  taxes,  options,  warrants,
                  purchase rights, contracts, commitments or Encumbrances, other
                  than any  Encumbrances  imposed on such shares by, or with the
                  consent of, Provo.

                              (d)   During   such  time  as  the   Buyers   were
                  shareholders  and/or directors of Provo,  they took no action,
                  incurred no liabilities, and made no commitments, on behalf of
                  Provo or any of its  subsidiaries  that are not  disclosed  in
                  Provo's filings with the Commission.

                              (e) There is no investment banker,  broker, finder
                  or other  intermediary that has been retained or authorized to
                  act on behalf of either of the Buyers who might be entitled to
                  any fee or  commission  from the  parties  upon the Closing of
                  this Agreement.


                                       4



      Section 5.02.  Representations  and Warranties of Provo.  Provo represents
and warrants to the Buyers that:

                              (a)  Provo is a  corporation  duly  organized  and
                  validly  existing  under the laws of the State of Delaware and
                  has  the  corporate  power  to  enter  into  and  perform  its
                  obligations  under this  Agreement.  No  material  litigation,
                  other than litigation in the ordinary  course of business,  or
                  proceeding is pending or threatened against Provo except those
                  matters,  if any, described by the parties in SCHEDULE 5.02(A)
                  attached and  incorporated  by reference  hereto.  Neither the
                  execution  nor delivery by Provo of this  Agreement  will give
                  rise to a material  breach of any other  agreement to which it
                  is a party,  or interfere with or otherwise  adversely  affect
                  the   ability   of  Provo  to   consummate   the   transaction
                  contemplated by this Agreement.

                              (b) The Board of Directors  of Provo,  including a
                  majority of disinterested  directors, as set forth in Delaware
                  General  Corporation Law ss.144,  has approved this Agreement,
                  and the transactions contemplated hereby, on behalf of Provo.

                              (c) The  execution,  delivery and  performance  of
                  this  Agreement  and  the  consummation  of  all  transactions
                  contemplated  hereby or thereby  will not  conflict  with,  or
                  result  in  any   violation   of,  any  provision  of  Provo's
                  Certificate of Incorporation or By-laws,  or any law, statute,
                  rule or regulation to which Provo is subject.

                              (d) The Provo Mexico Shares to be  transferred  by
                  Provo to  Arrangoiz  and Requejo will be free and clear of any
                  taxes,   options,   warrants,   purchase  rights,   contracts,
                  commitments, equities or Encumbrances, other than Encumbrances
                  imposed on the Provo Mexico Shares by, or with the consent of,
                  the Buyers.

                              (e) There is no investment banker,  broker, finder
                  or other  intermediary that has been retained or authorized to
                  act on behalf of Provo  who  might be  entitled  to any fee or
                  commission   from  the  parties   upon  the  Closing  of  this
                  Agreement.

                              (f) Provo's subsidiary, Provo Mexico, is currently
                  operating as a going concern.

                              (g) The transactions contemplated hereby represent
                  fair value to Provo,  are  reasonable in light of all existing
                  conditions  and  circumstances  and are not  effected  for the
                  purpose  of  deferring,  defrauding  or  hindering  creditors.


                                       5



                                   ARTICLE VI

                            COVENANTS OF THE PARTIES

      Section 6.01.  From the date hereof and to the Closing Date, and except as
may be approved in advance by the other parties or as specifically  contemplated
by this  Agreement,  Provo  shall  not  enter  into any  transaction  out of the
ordinary course of its business,  including, without limitation: (i) issuing any
shares of capital stock or other securities, other than pursuant to the exercise
of existing stock options or warrants; (ii) granting any stock options, warrants
or other  rights  to  acquire  capital  stock or other  securities,  other  than
pursuant  to existing  employee  stock  option  plans and  consistent  with past
practices;   (iii)  entering  into,  amending  or  voluntarily  terminating  any
employment  agreement with any new or existing employee,  except for cause; (iv)
granting  any  increases  in  the  compensation,   bonuses,  benefits  or  other
remuneration payable to any employee or consultant;  (v) entering into, amending
or voluntarily terminating any license, royalty or distribution agreement;  (vi)
entering  into,  amending  or  voluntarily   terminating  any  lease  or  rental
agreement;  or (vii)  entering into any agreement or commitment  with respect to
any of the foregoing.

      Section 6.02.  Each of the parties shall use its best efforts to cause all
conditions  precedent to his or its  obligations  (and to the obligations of the
other party hereto) to consummate the  transactions  contemplated  herein) to be
satisfied, including, but not limited to, using all reasonable efforts to obtain
all  required   consents,   waivers,   amendments,   modifications,   approvals,
authorizations,  novations and licenses;  provided, however, that nothing herein
contained shall be deemed to modify any of the absolute obligations imposed upon
any of the parties  hereto under this  Agreement or any  agreement  executed and
delivered pursuant hereto.

      Section  6.03.  The parties  hereby  agree to  cooperate  and make further
assurances to each other as follows:

                              (a) Each of the  parties  hereto  shall  cooperate
                  with the other  parties  hereto in  preparing  and  filing any
                  notices,  applications,  reports  and  other  instruments  and
                  documents  that are required by, or which are desirable in the
                  reasonable  opinion  of any of the  parties  hereto,  or their
                  respective  legal counsel,  in respect of, any statute,  rule,
                  regulation or order of any governmental or administrative body
                  in  connection  with  the  transactions  contemplated  by this
                  Agreement, including the Filings.

                              (b)  Each of the  parties  hereto  hereby  further
                  agrees to execute, acknowledge, deliver, file and/or record or
                  cause such other  parties  to the extent  permitted  by law to
                  execute,  acknowledge,  deliver, file and/or record such other
                  documents  as may be  required by this  Agreement  or by their
                  respective  legal  counsel in order to document  and carry out
                  the transactions contemplated by this Agreement.


                                       6



                              (c)  Buyers  agree  to   cooperate   with  Provo's
                  auditors,  as  requested,  so that Provo may  comply  with its
                  continuing  reporting  obligations.  Buyers  agree to  provide
                  financial  statements of Provo Mexico for the three (3) months
                  ended June 30, 2004 no later than July 31, 2004. This covenant
                  shall  survive  the  Closing  until  such time as Provo is not
                  required to reference or include the  financial  statements of
                  Provo Mexico in its Reports.

      Section  6.04.  Each party hereto agrees that prior to the Closing Date he
or it will enter into no transaction and take no action, and will use his or its
best efforts to prevent the occurrence of any event (but excluding  events which
occur in the ordinary course of business and events over which each party has no
control), which will result in any of his or its representations,  warranties or
covenants  contained  in  this  Agreement,  or in  any  agreement,  document  or
instrument  executed and  delivered by him or it pursuant  hereto not to be true
and  correct,  or not to be  performed  as  contemplated,  at and as of the time
immediately after the occurrence of such transaction or event.

      Section 6.05.  The parties hereby agree to and shall give prompt notice to
the other parties as the case may be, of (i) the occurrence,  or non-occurrence,
of any event the occurrence or  non-occurrence of which would be likely to cause
any representation contained in this Agreement to be untrue or inaccurate in any
material  respect at or prior to the Closing Date and (ii) any material  failure
of any of the  parties to comply  with or satisfy  any  covenant,  condition  or
agreement  to be  complied  with or  satisfied  by it  under  the  terms of this
Agreement;  provided,  however, that the delivery of any notice pursuant to this
Section  11.06  shall not  limit or  otherwise  affect  the  remedies  available
hereunder to the party receiving such notice.

      Section  6.06.  As  soon  as it is  practicable  after  the  date  of this
Agreement,  Provo shall,  with the  cooperation of the Buyers,  prepare and file
with the SEC all necessary filings and documents required by the consummation of
the transactions  contemplated by the terms of this Agreement including, but not
limited to, the Information Statement and any Form 8-K.

      Section  6.07.  The parties  acknowledge  that of the date  hereof,  Provo
Mexico is indebted  to Provo in the amount of  $___________  (the  "Intercompany
Indebtedness").  Effective as of ______,  2004,  Provo  agrees to terminate  and
forgive all  Intercompany  Indebtedness,  including  all interest and  principal
thereunder.   In  consideration  of  the  termination  and  forgiveness  of  the
Intercompany  Indebtedness,  Provo  Mexico  shall  issue  and  deliver  to Provo
__________  shares of Common Stock of Provo Mexico free and clear from any Liens
(the "New Shares").  The parties acknowledge that the New Shares shall be deemed
part of the Provo Mexico Shares and shall be  transferred by Provo to the Buyers
at the Closing.

      Section  6.08.  Except as set forth on Schedule  6.06, it is the intent of
the parties that effective on the Closing Date and  thereafter,  Provo and Provo
Mexico  shall  each be  solely  responsible  and  liable  for  their  respective
obligations and  liabilities  incurred by each of Provo or Provo Mexico prior to
the Closing Date. Moreover, at the Closing, Buyers, Provo Mexico and Provo shall
make the payment adjustments set forth on SCHEDULE 6.08 attached hereto.


                                       7



      Section 6.09. The Paycard Business.

                              (a)  The  parties   acknowledge   that  Provo  has
                  developed  a  payroll  debit  card  that  offers a simple  and
                  inexpensive  way for your unbanked  employees to receive their
                  pay via direct deposit (the "Paycard  Business").  The parties
                  agree that the Paycard  Business  shall remain the property of
                  Provo directly and shall not be operated or held by or through
                  Provo Mexico. Notwithstanding the foregoing, for one year from
                  the date of this Agreement, the Buyers shall be given not less
                  than  five (5)  business  days  prior  written  notice  of all
                  material  terms of any  proposed  sale by Provo of the payroll
                  card  business  (the "Notice of Sale").  The Buyers shall have
                  the right during the five (5)  business  days  following  such
                  notice to  notify  Provo of their  election  to  purchase  the
                  payroll  card  business  in  accordance  with  the  terms  and
                  conditions  set forth in the  Notice  of Sale  (the  "Election
                  Notice").  In the event such terms and conditions are modified
                  during the notice  period,  the Buyers  shall be given  prompt
                  notice of such  modification  and shall have the right  during
                  the  original  notice  period  or for a  period  of  five  (5)
                  business days following the notice of modification,  whichever
                  is longer,  to exercise such right.  The Election Notice shall
                  set forth the time period by which the parties shall execute a
                  written  sale  agreement,  which shall not exceed  thirty (30)
                  days from the date of the Election Notice.  The closing of the
                  transaction  shall  take place  within  sixty (60) days of the
                  date of the Notice of Sale.

                              (b)  Notwithstanding   anything  to  the  contrary
                  herein or in the Reseller Agreement,  Provo agrees, as soon as
                  practicable   after  the  execution  of  this  Agreement,   to
                  facilitate the  introduction  of Buyers to Provo's  contact at
                  Sutton Bank. It is understood  that Buyers intend to negotiate
                  a reseller  agreement  with Sutton Bank on  substantially  the
                  same terms as Provo's  reseller  agreement  with Sutton  Bank,
                  and,  in  that  event,  the  parties'  obligations  under  the
                  Reseller Agreement, including the non-compete agreement, shall
                  cease.

      Section 6.10.  The parties agree that,  subject to the approval of Provo's
auditors,  the "closing" date for financial reporting purposes shall be June 29,
2004.

      Section 6.11.  Immediately  following  the execution of this  Agreement by
Provo and Buyers,  directors  Miguel  Madero and Carlos Bello shall tender their
resignation from Provo's board of directors. Thereafter, the Buyers hereby agree
to appoint Nicko Feinberg and Stephen J.  Cole-Hatchard to fill the vacancies on
the board of directors  until their  successors  are duly elected and qualified.
Notwithstanding  the  foregoing,  if Provo has not  delivered  the  approval  of
Berry-Shino  Securities,  Inc. as set forth in Section 7.01(e) of this Agreement
by June 30, 2004, Nicko Feinberg and Stephen J. Cole-Hatchard shall tender their
resignations from the board of directors.


                                       8



      Section 6.12. For good and valuable  consideration  received,  each of the
Buyers  individually  and in their  capacities as officers  and/or  directors of
Provo,  agree to cause Provo (a) to comply with its  obligations  under  Section
6.01 hereof,  and (b) not to waive or amend any of the  obligations of the other
parties hereto. This obligation shall be for the benefit of, and may be enforced
by, Nicko Feinberg.

      Section 6.13. Provo shall use its best efforts to effectuate a name change
to a name which does not resemble "Provo  International"  as soon as practicable
after the  Closing  Date,  or, at the  latest,  at its next  annual  meeting  of
shareholders.

                                  ARTICLE VII

                              CONDITIONS TO CLOSING

      Section  7.01.  The  obligation  of Provo to effect  the sale of the Provo
Mexico  Shares  shall be subject to the  fulfillment  at or prior to the Closing
Date of the following requirements, any or all of which may be waived in writing
by Provo in its sole discretion:

                              (a) The  representations  and warranties of Buyers
                  contained in this Agreement and any other  document  delivered
                  by it in  accordance  with the terms of this  Agreement  shall
                  have been true when made and,  in  addition,  shall be true in
                  all  material  respects on and as of the Closing Date with the
                  same force and effect as though  made on and as of the Closing
                  Date.

                              (b) Each of the parties  shall have  executed  and
                  delivered all of the  Transaction  Documents to which they are
                  parties, including the Reseller Agreement in substantially the
                  form annexed hereto as Exhibit A.

                              (c) The Buyers shall have performed,  observed and
                  complied in all material respects with all of its obligations,
                  covenants  and   agreements,   and  shall  have  satisfied  or
                  fulfilled in all material respects all conditions contained in
                  any document  referenced  herein and required to be performed,
                  observed or complied  with, or to be satisfied or fulfilled by
                  the Buyers at or prior to the Closing Date.

                              (d)  Provo  shall  have   executed   the  Callisto
                  Agreement.


                                       9



                              (e) Provo  shall have  received  approval  of this
                  Agreement  and the  transactions  contemplated  hereby  from a
                  majority of its shareholders, which majority shall include the
                  persons named on SCHEDULE 7.01(E) attended hereto.

                              (f)  Provo   shall  have  filed  the   Information
                  Statement  with  the  SEC,  the  SEC  shall  have  deemed  the
                  Information  Statement effective,  Provo shall have mailed the
                  Information Statement and any required accompanying  materials
                  to all shareholders of record, and twenty (20) days shall have
                  elapsed from the date of mailing.

                              (g)  Provo  shall  have  received  an  irrevocable
                  written  consent  executed  by the Buyers in the form  annexed
                  hereto as Exhibit B (the "Shareholder Written Consent").

                              (h) Provo shall have received an updated  fairness
                  opinion  from  Beckett Race  Securities,  concluding  that the
                  transaction  contemplated by this Agreement is fair to Provo's
                  shareholders from a financial point of view.

                              (i) No order of any court or administrative agency
                  shall  be  in  effect  which   constrains   or  prohibits  the
                  transactions  contemplated hereby, and no claim, suit, action,
                  inquiry,  investigation  or proceeding in which it will be, or
                  it is, sought to restrain, prohibit, or change the terms of or
                  obtain  damages  or  other  relief  in  connection  with  this
                  Agreement or any other transactions contemplated hereby, shall
                  have been instituted or threatened by any person or entity, in
                  which  in the  reasonable  judgment  of  Provo  (based  on the
                  likelihood of success and material consequences of such claim,
                  suit,  action,  inquiry or proceeding) makes it inadvisable to
                  proceed with the consummation of such transactions.

                              (j)  All  filings  with,  and  consents,  waivers,
                  approvals,  licenses and  authorizations by, third parties and
                  governmental   and   administrative   authorities   (and   all
                  amendments or modifications to existing  agreements with third
                  parties) (the  "Consents")  required as a pre-condition to the
                  performance by the parties of their obligations  hereunder and
                  under any agreement delivered pursuant hereto, shall have been
                  duly made or obtained and shall be in full force and effect.

                              (k) The validity of all transactions  contemplated
                  by all of the Transaction  Documents,  as well as the form and
                  substance   of   all   agreements,    instruments,   opinions,
                  certificates  and other  documents  delivered  by Provo Mexico
                  pursuant  hereto,   shall  be  satisfactory  in  all  material
                  respects to Provo and its counsel.


                                       10



                              (l) The  transactions  contemplated  hereby can be
                  effected on a tax-free basis for Provo.

      Section 7.02.  Conditions to Obligations of Buyers. The obligations of the
Buyers to effect the  purchase  of the Provo  Mexico  Shares from Provo shall be
subject to the  fulfillment  at or prior to the  Closing  Date of the  following
requirements,  any or all of which  may be waived in  writing  by the  Buyers in
their sole discretion:

                              (a) The  representations  and  warranties of Provo
                  contained in any Provo documents delivered by Provo shall have
                  been true when made, and in addition,  it shall be true in all
                  material  respects on and as of the Closing Date with the same
                  force and effect as though made on and as of the Closing Date.

                              (b) Each of the parties  shall have  executed  and
                  delivered all of the  Transaction  Documents to which they are
                  parties, including the Reseller Agreement in substantially the
                  form annexed hereto as Exhibit A.

                              (c)  Provo  shall  have  performed,  observed  and
                  complied in all material respects with all their  obligations,
                  covenants  and   agreements,   and  shall  have  satisfied  or
                  fulfilled in all material respects all conditions contained in
                  any document  referenced  herein and required to be performed,
                  observed or complied  with, or to be satisfied or fulfilled by
                  Provo at or prior to the Closing Date.

                              (d)  Provo  shall  have   executed   the  Callisto
                  Agreement.

                              (e) Provo  shall have  received  approval  of this
                  Agreement  and the  transactions  contemplated  hereby  from a
                  majority of its shareholders, which majority shall include the
                  persons named on SCHEDULE 7.01(E) attended hereto.

                              (f)  Provo   shall  have  filed  the   Information
                  Statement  with  the  SEC,  the  SEC  shall  have  deemed  the
                  Information  Statement effective,  Provo shall have mailed the
                  Information Statement and any required accompanying  materials
                  to all shareholders of record, and twenty (20) days shall have
                  elapsed from the date of mailing.

                              (g) No order of any court or administrative agency
                  shall  be  in  effect  which   constrains   or  prohibits  the
                  transactions  contemplated hereby, and no claim, suit, action,
                  inquiry,  investigation  or proceeding in which it will be, or
                  it is, sought to restrain, prohibit, or change the terms of or
                  obtain  damages  or  other  relief  in  connection  with  this
                  Agreement or any other transactions contemplated hereby, shall
                  have been instituted or threatened by any person or entity, in
                  which in the reasonable judgment of Provo Mexico (based on the
                  likelihood of success and material consequences of such claim,
                  action,   inquiry,   investigation  or  proceeding)  makes  it
                  inadvisable   to  proceed  with  the   consummation   of  such
                  transactions.


                                       11



                              (h) Provo shall have received an updated  fairness
                  opinion  from  Beckett Race  Securities,  concluding  that the
                  transaction  contemplated by this Agreement is fair to Provo's
                  shareholders from a financial point of view.

                              (i) The validity of all transactions  contemplated
                  by  the  Transaction  Documents,  as  well  as  the  form  and
                  substance   of   all   agreements,    instruments,   opinions,
                  certificates  and other documents  delivered by Provo pursuant
                  hereto,  shall be  satisfactorily  in all material respects to
                  Provo Mexico's counsel.

                              (j) The  transactions  contemplated  hereby can be
                  effected on a tax-free basis for Buyers.

      Section  7.03.  Deliveries  by Provo at Closing.  Provo shall  deliver the
following:

                              (a) the stock certificates representing all of the
                  issued and  outstanding  capital  stock of Provo  Mexico  with
                  proper instruments of transfer,  transferring the ownership of
                  the Provo Mexico Shares to the Buyers;

                              (b)  duly  executed   copies  of  all  Transaction
                  Documents to which Provo is a party;

                              (c) a Secretary's certificate certifying copies of
                  (i) the  resolutions  adopted by the Provo Board of  Directors
                  authorizing  Provo and its officers to execute and deliver the
                  Provo  documents  to which it is a party  and to  perform  its
                  obligations hereunder;

                              (d) a certificate executed by its President, dated
                  as of the Closing Date, to the effect that all  representation
                  and  warranties of Provo and true and complete in all material
                  respects  and all  covenants to be performed by Provo at or as
                  of the Closing have been  performed  in all material  respects
                  and the  conditions  to be  satisfied  at or as of the Closing
                  have been  satisfied  in all  material  respects  or waived in
                  accordance with terms of this Agreement.


                                       12



      Section 7.04. Deliveries by Buyers at the Closing. At the Closing,  Buyers
shall deliver the following:

                                 (a) stock certificates  representing the shares
                                 of Common Stock and Series E Preferred Stock to
                                 be transferred to Provo in accordance  with the
                                 terms of this Agreement;

                                 (b) duly  executed  copies  of all  Transaction
                                 Documents  to which  either of the  Buyers is a
                                 party;

                                 (c)  a  certificate  executed  by  Requejo  and
                                 Arrangoiz  dated as of the Closing  Date to the
                                 effect that all  representations and warranties
                                 of Requejo and  Arrangoiz are true and complete
                                 in all material  respects and all  covenants to
                                 be  performed  by them at or as of the  Closing
                                 have been  performed in all  material  respects
                                 and  conditions to be satisfied at or as of the
                                 Closing  have been  satisfied  in all  material
                                 respects or waived in accordance with the terms
                                 of this Agreement; and

                                 (d)  Resignations  of Requejo and  Arrangoiz as
                                 officers and directors of Provo.

                                  ARTICLE VIII

                                    RELEASES

      Section  8.01.  Provo  knowingly  and  voluntarily  releases,  remises and
forever discharges each of the Buyers and all former, present and future agents,
representatives,  employees,  attorneys,  successors  and assigns of the Buyers,
including,  without  limitation,  all  current and future  directors,  officers,
agents,  representatives,  employees, attorneys, successors and assigns of Provo
Mexico  (collectively,  the "Buyer  Released  Parties") from any and all claims,
obligations,   controversies,   actions,   causes   of   action,   cross-claims,
counter-claims,   rights,  demands,  debts,  compensatory  damages,   liquidated
damages,  punitive or exemplary  damages,  other  damages,  claims for costs and
attorneys' fees or expenses, or liabilities of any kind or nature whatsoever, in
law and in equity,  past,  present  and future,  and  whether  known or unknown,
accrued or  unaccrued,  liquidated  or  unliquidated,  absolute  or  contingent,
suspected,  or claimed  against the Buyers or any of the Buyer Released  Parties
which Provo or any its successors or assigns may have arising from,  relating in
any way to, or in connection  with: (i) the  transactions  contemplated  by that
certain Stock Purchase  Agreement  dated as of January 24, 2003, as amended (the
"Original  Agreement")  between Provo and the Buyers; (ii) the Buyers actions or
inactions  as  directors   and  officers  of  Provo;   (iii)  the   Intercompany
Indebtedness;  and (iv) any other relationship or transaction  between Provo and
the Buyers; (all of the foregoing  collectively referred to herein as the "Provo
Claims");  provided,  however,  that Provo  Claims  shall not include any of the
foregoing that arise due to a breach of this Agreement by Buyers.


                                       13



      Section  8.02.  Each of the Buyers  knowingly  and  voluntarily  releases,
remises  and  forever  discharges  Provo  and all  former,  present  and  future
directors, officers, agents,  representatives,  employees, attorneys, successors
and assigns of Provo and its direct or indirect subsidiaries (collectively,  the
"Provo Released Parties") from any and all claims,  obligations,  controversies,
actions, causes of action, cross-claims, counter-claims, rights, demands, debts,
compensatory damages,  liquidated damages,  punitive or exemplary damages, other
damages, claims for costs and attorneys' fees or expenses, or liabilities of any
kind or nature whatsoever,  in law and in equity,  past, present and future, and
whether  known or unknown,  accrued or unaccrued,  liquidated  or  unliquidated,
absolute or  contingent,  suspected,  or claimed  against  Provo or any of Provo
Released  Parties  which the  Buyers or any of their  respective  successors  or
assigns may have arising from,  relating in any way to, or in  connection  with:
(i) Original  Agreement;  and (ii) any other relationship or transaction between
the Buyers and Provo (all of the  foregoing  collectively  referred to herein as
the "the Buyer  Claims" and,  collectively  with Provo  Claims,  the  "Claims");
provided,  however, that the Buyer Claims shall not include any of the foregoing
that arise due to a breach of this agreement by Provo.

      Section  8.03.  Each party  represents  and  warrants  that it has made no
assignment or transfer of any of the Claims hereinabove mentioned or implied.

      Section  8.04.  In signing this  Agreement,  each party  acknowledges  and
intends  that it shall be effective as a bar to each and every one of the Claims
hereinabove  mentioned  or  implied.  Each party  expressly  consents  that this
Agreement shall be given full force and effect  according to each and all of its
express  terms  and   provisions,   including  those  relating  to  unknown  and
unsuspected  Claims   (notwithstanding  any  statute  or  legal  principle  that
expressly limits the effectiveness of a general release of unknown,  unsuspected
or unanticipated  Claims), if any, as well as those relating to any other Claims
hereinabove mentioned or implied. Each party further agrees that in the event it
should assert any Claim seeking  damages against any of the Buyers or the Buyers
Released  Parties,  in the case of  Provo,  or  Provo  or any of Provo  Released
Parties,  in the case of the Buyers,  this  Agreement  shall serve as a complete
defense to such Claim.

      Section 8.05. Each party acknowledges that it (i) has read this Agreement,
(ii) has had the  opportunity to consider this  Agreement,  (iii) has sought and
obtained  legal counsel to the extent it chose to do so, (iv)  understands  this
Agreement and each and all of its respective terms, and (v) signs this Agreement
voluntarily and without duress.

                                   ARTICLE IX

                                 INDEMNIFICATION

      Section 9.01.  Subject to the provisions of this Article VIII,  each party
(each an  "Indemnifying  Party")  shall  indemnify and save harmless each of the
other parties and their respective officers,  directors,  employees,  agents and
successors and assigns,  and each person who controls each of the parties within
the meaning of the  Securities Act or the Exchange Act, from and against any and
all  Liabilities,   losses,   damages,  claims  (whether  or  not  meritorious),
judgments, fines, settlements and other costs and expenses (including reasonable
attorneys' fees and expenses)  based upon,  arising out of or resulting from any
breach of any representation or warranty, or any breach of or failure to perform
any  covenant  or  agreement,  by such  Indemnifying  Party  set  forth  in this
Agreement or any of the other Transaction Documents or any Litigation brought by
any third party arising out of the transactions contemplated hereby and thereby.
The indemnification  provisions of this Article VIII shall survive for two years
from the Closing Date.


                                       14



      Section 9.02.  The party seeking  indemnification  under this Article VIII
(the  "Indemnified  Party")  shall,  promptly after the receipt of notice of the
commencement  of any  Litigation  against such  Indemnified  Party in respect of
which indemnity may be sought under this Article VIII,  notify the  Indemnifying
Party in writing of the commencement thereof (the "Indemnification Notice"). The
failure  of  any   Indemnified   Party  to  give  the   Indemnifying   Party  an
Indemnification  Notice  shall  not  relieve  the  Indemnifying  Party  from any
Liability  which it may have to such  Indemnified  Party under this Article VIII
except to the extent that such  Indemnifying  Party  shall have been  prejudiced
thereby.  In case any such  Litigation  shall be brought against any Indemnified
Party, the Indemnifying Party shall be entitled to participate  therein,  and to
the  extent  that it may wish,  to assume  the  defense  thereof,  with  counsel
reasonably satisfactory to the Indemnified Party by giving written notice of the
Indemnifying  Party's  election  to assume the defense  within  thirty (30) days
after its receipt of the Indemnification Notice, and after timely written notice
from the  Indemnifying  Party to such  Indemnified  Party of its  election so to
assume the defense thereof,  such Indemnifying  Party will not be liable to such
Indemnified  Party under this  Article VIII for any legal  expense  subsequently
incurred by such  Indemnified  Party in connection  with the defense thereof nor
for any settlement  thereof  entered into by the  Indemnified  Party without the
consent  of  the  corresponding  Indemnifying  Party;  provided  that  (i) if an
Indemnifying  Party  shall  elect not to assume (or shall  fail  within the time
period set forth above to elect to assume) the  defense of such  Litigation,  or
shall subsequently fail to diligently  maintain the defense thereof,  or (ii) if
counsel for the  Indemnified  Party  reasonably  determines  (x) that there is a
conflict between the positions of the Indemnifying  Party and of the Indemnified
Party  in  defending  such  Litigation  or (y) that  there  are  legal  defenses
available  to such  Indemnified  Party  different  from or in  addition to those
available to such Indemnifying  Party, then separate counsel for the Indemnified
Party shall be entitled to participate  in and conduct the defense,  in the case
of clauses (i) and (ii) (x), or such different  defenses,  in the case of clause
(ii) (y), and such Indemnifying Party shall be responsible for the costs of such
counsel  in  connection  therewith,  and,  in the case of  clause  (i),  for any
settlement  of such  Litigation  entered  into  by the  Indemnified  Party.  The
corresponding Indemnifying Party shall not enter into any settlement of any such
Litigation without the consent of the Indemnified Party, which consent shall not
be unreasonably withheld or delayed.

      Section 9.03. An Indemnifying Party shall not be obligated to indemnify an
Indemnified  Party  under this  Article  VIII  unless and until all losses  with
respect  to  which  the  Indemnifying  Party  has  indemnification   obligations
hereunder  exceed Fifty Thousand Dollars  ($50,000) in the aggregate,  following
which the  Indemnifying  Party shall be obligated to indemnity or hold  harmless
the Indemnified  Party for all such losses in excess of such amount. In no event
shall the  indemnification  obligations of each of the parties  hereunder exceed
One Million Dollars ($1,000,000) in the aggregate.

      Section 9.04. The  representations and warranties of the parties contained
in this  Agreement  shall  survive until the date that is one hundred and eighty
(180) days the Closing Date.  The  obligation of an  Indemnifying  Party to hold
harmless an  Indemnified  Party shall be extended  automatically  to include any
time  necessary  to  resolve  a  claim  for  indemnification  that  was  made in
accordance  with the terms hereof before the expiration of the survival  period,
but not resolved prior to its  expiration and any such extension  shall apply as
to the specific claims asserted and not resolved within the survival period. The
liability  associated  with any such item shall  continue until such claim shall
have been finally settled, decided or adjudicated.


                                       15



      Section 9.05.  Directors' and Officers' Insurance Provo will indemnify and
hold harmless each of the Buyers and each of the present and former director and
officer  of  Provo  entitled  to   indemnification   under  the  certificate  of
incorporation  and  by-laws  of the  Company  as in effect  on the date  hereof,
against any costs or expenses (including  reasonable attorneys' fees) judgments,
fines, losses, claims, damages or liabilities (collectively,  "Costs") (but only
to the  extent  such Costs are not  otherwise  covered  by  insurance  and paid)
incurred  in   connection   with  any  claim,   action,   suit,   proceeding  or
investigation, whether civil, criminal, administrative or investigative, arising
out of or pertaining to matters existing or occurring at or prior to the Closing
Date, whether asserted or claimed prior to, at or after the Closing Date, to the
fullest  extent  permitted  under  applicable law (and the Company shall advance
expenses as  incurred  to the fullest  extent  permitted  under  applicable  law
provided the person to whom  expenses are advanced  provides an  undertaking  to
repay such  advances  if it is  ultimately  determined  that such  person is not
entitled to indemnification).  Provo shall (i) include and maintain in effect in
its certificate of  incorporation  and by-laws,  the same  provisions  regarding
exculpation  and  elimination of liability of directors and  indemnification  of
officers, directors, employees and other persons contained in the certificate of
incorporation and by-laws of Provo as of the date hereof and (ii) maintain for a
period of at least six years,  the current  policies of directors' and officers'
liability  insurance  and  fiduciary  liability  insurance  maintained  by Provo
(provided  that  Provo may  substitute  therefor  policies  of at least the same
coverage  and  amounts  containing  terms  and  conditions  which  are,  in  the
aggregate,  no less  advantageous to the insured) with respect to claims arising
from facts or events that occurred on or before the Closing  Date,  including in
respect of the transactions  contemplated by this Agreement.  If Provo or any of
its successors or assigns (i) consolidates with or merges with or into any other
Person and shall not be the  continuing  or surviving  corporation  or entity of
such  consolidation  or merger or (ii) transfers or conveys all or substantially
all of its properties and assets to any Person,  then, and in each such case, to
the extent necessary,  proper provision shall be made so that the successors and
assigns of Provo assume the obligations set forth in this Section 9.05.

                                   ARTICLE X

                                     DEFAULT

      Section 10.01.  Default.  The following are "Events of Default" under this
Agreement:

                              (a) a party  shall duly fail to observe  any other
                  covenant,  condition  or agreement  of this  Agreement,  which
                  failure  shall  continue  for thirty  (30) days after  written
                  notice thereof is received from any of the other parties.


                                       16



                              (b) any  warranty or  representation  made in this
                  Agreement  shall be  breached  by a party or shall prove to be
                  false or misleading in any material  respect at any time prior
                  to or following the Closing.

                              (c) if a party  is or  becomes  the  subject  of a
                  bankruptcy,   reorganization,   rearrangement,   or  voluntary
                  insolvency proceeding under applicable bankruptcy, insolvency,
                  creditor's   rights   or   similar   laws  in  effect  in  the
                  jurisdiction   of  the  party's   organization  or  any  other
                  jurisdiction  in which a party may seek or be  subject  to any
                  such protection or proceedings, or in voluntary proceeding, if
                  such proceeding is not dismissed within sixty (60) days.

                              (d) if a party shall seek, consent to or acquiesce
                  in the appointment of any trustee,  receiver or liquidator of,
                  or if a trustee, receiver or liquidator is otherwise appointed
                  for it, or all or any material part of its assets.

                              (e) if a party shall make any  general  assignment
                  for the benefit of creditors.

                              (f) in any  proceeding a party shall be alleged to
                  be  insolvent  or  unable  generally  to pay its debts as they
                  become due if such  proceeding is not  dismissed  within sixty
                  (60) days.

                              (g) a  party  commences  any  one or  more  of the
                  processes of dissolution, termination or liquidation.

Notwithstanding  the above  provisions,  any cure  periods  provided for in this
Section shall not apply with respect to any Event of Default of the same type or
nature which is repeated more than twice in any twelve month period.

      Section  10.02.  The  remedies  identified  in  this  Agreement  shall  be
cumulative  and not  exclusive  and the  parties  shall be entitled to all other
remedies available under law or in equity.

      Section 10.03. The parties shall be entitled to enforce their rights under
this  Agreement  specifically  and to recover  damages by reason of any Event of
Default or any breach of any  provision  of this  Agreement  and to exercise all
other rights existing in their favor. The parties hereto agree not to oppose any
final  judgments  of  specific   performance.   The  parties  hereto  agree  and
acknowledge  that money damages may not be an adequate  remedy for any breach of
the provisions of this  Agreement and that any party in its sole  discretion may
apply to any court of law or in equity of  competent  jurisdiction  for specific
performance or injunctive  relief (without  posting a bond or other security) in
order to enforce or prevent any violation of the provisions of this Agreement.


                                       17



                                   ARTICLE XI

                                   TERMINATION

      Section  11.01.  Termination.  This  Agreement and the other  transactions
contemplated hereby may be terminated at any time prior to the Closing:

                              (a) by mutual written agreement of the Parties;

                              (b) by any  party if the  Closing  shall  have not
                  been consummated by October 30, 2004; provided,  however, that
                  no party may terminate this Agreement  pursuant to this clause
                  (b) if the Closing shall not have been  consummated by October
                  30,  2004 by reason (i) of the failure of such party or any of
                  its affiliates to perform in all material  respects any of its
                  or their respective  covenants or agreements contained in this
                  Agreement; or (ii) actions of a third party regulatory agency,
                  in which case the aforementioned  date shall be extended for a
                  period  of time  equal to the delay  caused by the  regulatory
                  agency.

                              (c) by Buyers if the Callisto Agreement shall have
                  not been executedby July 30, 2004.

                              (d)  by  either   party  if  there  shall  be  any
                  applicable  law that makes  consummation  of the  transactions
                  contemplated  hereby  illegal or  otherwise  prohibited  or if
                  consummation  of the  transactions  contemplated  hereby would
                  violate any non-appealable  final order, decree or judgment of
                  any governmental  authority having competent jurisdiction over
                  such person.

      Any party desiring to terminate  this  Agreement  pursuant to this Section
9.01 shall give written notice of such termination to the other parties.

      Section 11.02. Effect of Termination.

                              (a) If this  Agreement is  terminated as permitted
                  by Section 10.01,  (i) this Agreement shall  forthwith  become
                  void  and of no  further  force  and  effect,  except  for the
                  following  provisions,  which  shall  remain in full force and
                  effect: (a) Section 11.02 (relating to  confidentiality),  (b)
                  Section 11.09  (relating to expenses),  (c) this Section 10.02
                  and (d) Sections  11.06 and 11.08;  and (ii) such  termination
                  shall be  without  liability  of any party (or any  affiliate,
                  stockholder,  consultant or  representative  of such party) to
                  the other parties to this Agreement;  provided,  however, that
                  if the  transactions  contemplated  hereby  fail to close as a
                  result of a breach of the  provisions of this Agreement by any
                  of the  parties,  such party shall be fully liable for any and
                  all  damages  or  losses  incurred  or  suffered  by the other
                  parties  as a  result  of  all  such  breaches  if  the  other
                  party(ies) is/are ready, willing and able to otherwise satisfy
                  its obligations under this Agreement.


                                       18



                              (b)  The  rights  and  remedies  provided  in this
                  Section  10.02 shall be  cumulative  and not  exclusive of any
                  rights or remedies provided by applicable law.

                                  ARTICLE XII

                                  MISCELLANEOUS

      Section  12.01.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties named in this Agreement and their  respective  successors
and permitted  assigns.  No party may assign either this Agreement or any of its
rights,  interests  or  obligations  hereunder  or under any  other  Transaction
Documents without the prior written approval of each of the other parties.

      Section 12.02.  Except as otherwise  required by law,  including,  without
limitation,  Provo's  reporting  obligations  under the Exchange  Act, no public
disclosure of the terms of the Contemplated Transactions shall be made by either
party without the prior written consent of the other parties,  which will not be
unreasonably  withheld or delayed. Each party shall furnish to the other parties
advance  copies  of any  releases  which  it  proposes  to make  concerning  the
transaction.

      Section  12.03.  All  information  obtained by the parties from each other
will  be  treated  as  confidential  and  the  parties  agree  not to  disclose,
disseminate, reveal, share, or release all or any portion of such information to
third parties, including their respective parent,  subsidiaries,  or affiliates,
without the express written consent of the party providing the information.

      Section  12.04.  Any  holding  that  a  provision  of  this  Agreement  is
unenforceable,  in whole or in party,  will not affect the validity of the other
provisions of this Agreement.

      Section  12.05.  This  Agreement  (including  the exhibits,  schedules and
appendices  attached  hereto),  including  the  documents  referred  to  herein,
embodies  the entire  agreement  and  understanding  of the  parties  hereto and
supersedes  all  prior  agreements  and  understandings  of the  parties  hereto
relating to the subject matter herein contained.

      Section 12.06. This Agreement shall be construed,  interpreted,  governed,
and  enforced  by and under the laws of the  State of New York,  without  giving
effect to the conflicts of law principles thereof.

      Section 12.07. All notices under this Agreement,  including reports, shall
be in writing in the English language  addressed to the appropriate party at the
address set forth by its name on this Agreement,  and shall be deemed given when
received by the recipient and shall be delivered  directly by hand to authorized
personnel  or  by  registered  mail,  return  receipt  requested,  authenticated
facsimile message or electronic mail, confirmed by registered mail.


                                       19



All notices shall be addressed:

      If to Arrangoiz, Requejo:  Provo Mexico, S.A. de C.V.
                                  Alvaro Obregon No. 121,
                                 Penthouse, Mexico City, Quintana Roo No. 28
                                 Col. Roma Sur
                                 06760 Mexico, D.F.
                                 Fax: 525-264-6442
                                 Attention: Ventura Martinez del Rio Arrangoiz

                                 With  a  copy, which shall not constitute 
                                 notice, to:

                                 Swidler Berlin Sheriff Friedman, LLP
                                 The Washington Harbour
                                 3000 K Street, N.W., Suite 300
                                 Washington, D.C. 20007-5116
                                 Attention: Ulises R. Pin

      If to Provo:               Provo Communications Corp.
                                 One Blue Hill Plaza, 7th Floor
                                 Pearl River, New York 10965
                                 Attention: Nicko Feinberg

                                 With a copy to:

                                 Amy Wagner-Mele
                                 116 Spook Rock Road
                                 Montebello, New York 10901

      Section 12.08. All  controversies  relating to the  interpretation  and/or
enforcement of this Agreement and the transactions  contemplated herein shall be
settled by binding  arbitration in accordance  with the  International  Rules of
Arbitration  of the American  Arbitration  Association in effect on the date the
notice for  arbitration is given to the other party or parties.  In the event of
any conflict  between those rules and the provisions of this Section 11.08,  the
provisions  of this Section  11.08 shall  govern.  The parties  shall attempt to
select a single arbitrator, but if they are unable to agree within ten (10) days
from the date of an arbitration  demand served by any of the parties,  then each
of the parties shall appoint one arbitrator and the  arbitrators so chosen shall
in turn  choose  an  additional  arbitrator.  If the  arbitrators  chosen by the
parties  cannot agree on the choice of the final  arbitrator  within a period of
ten (10)  days  after  their  nomination,  then the  final  arbitrator  shall be
appointed by the American Arbitration  Association.  Any arbitration proceedings
initiated  hereunder shall be held in New York, New York, or such other place as
the parties may mutually agree. The arbitration  shall take place in the English
language.  No  decision  of the  arbitrator(s)  shall be subject to appeal,  and
judgment on the award or decision  rendered by the  arbitrator(s) may be entered
in  any  court  having  jurisdiction  thereof.  To  assure  predictability,  any
arbitrators chosen by the parties or otherwise pursuant to this section shall be
attorneys-in-law with experience in sophisticated commercial  transactions.  The
arbitrator(s)  shall  base  the  decision  solely  on  the  provisions  of  this
Agreement;  provided,  however,  that to the extent the  subject  matter for the
decision is not provided for in such provisions,  the decision shall be based on
applicable principles of law and judicial precedent as established in the law of
the jurisdiction provided under Section 11.06 and, upon request of a party, will
include in the award  findings  of facts and  conclusions  of law upon which the
award is based.  The  arbitrator(s)  may grant such legal or equitable relief as
appropriate,  including  money  damages,  specific  performance  and  injunctive
relief. Questions of whether the dispute is subject to arbitration shall also be
decided by the arbitrator(s). The final arbitration award shall be issued within
ninety (90) days after the arbitration is initiated. Subject to the award of the
arbitrator(s),  each party to the  arbitration  shall pay an equal  share of the
fees and costs of the arbitration, except the arbitrator(s) shall have the power
to award all expenses  (including  attorneys'  fees and costs) to the prevailing
party,  as  determined  by the  arbitrator(s).  Each of the  parties  waives any
defense of  inconvenient  forum to the  maintenance  of an action or  proceeding
brought under this Section 11.08 and waives any bond,  surety, or other security
that might be required of any other party with  respect  thereto.  Any party may
make  service on any other party by sending or  delivering a copy of the process
to the party to be served at the  address  and in the  manner  provided  for the
giving of  notices in  Section  11.07  above.  Nothing  in this  Section  11.08,
however, shall affect the right of any party to serve legal process in any other
manner  permitted by law. Each party agrees that a final  judgment in any action
or proceeding so brought shall be conclusive  and may be enforced by suit on the
judgment or in any other manner provided by law or at equity.


                                       20



      Section  12.09.  Each of the  parties  shall  bear  and  shall  pay  their
respective  costs and expenses  (including  reasonable  legal fees and expenses)
incurred in connection  with this  Agreement and the  transactions  contemplated
hereby.

      Section 12.10.  The parties have  participated  jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any Party by virtue of the  authorship  of any of the
provisions of this Agreement.

      Section   12.11.   This  Agreement  may  be  executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which,  when  executed  and  delivered,  shall be  effective  for purposes of
binding the parties hereto,  but all of which shall together  constitute one and
the same  instrument.  Any signature page delivered by a fax machine or telecopy
machine shall be binding to the same extent as an original  signature page, with
regard to any of the transaction  documents or any amendment thereto.  Any party
who  delivers  such a  signature  page  agrees  to  later  deliver  an  original
counterpart to any party which requests it.


                                       21



      IN WITNESS WHEREOF,  and for the consideration  herein stated, the parties
have executed this Agreement the day and year first above written.



PROVO COMMUNICATIONS CORPORATION

By: _______________________________
    Name:  Nicko Feinberg


    Title: President, Provo US Division


____________________________________       _____________________________________
Ventura Martinez del Rio Requejo,          Ventura Martinez del Rio Arrangoiz, 
Individually                               Individually

The  undersigned  hereby agree to be bound by the  provisions of Section 6.11 of
the foregoing agreement.


                                             _______________________________
                                             Carlos Bello

                                             _______________________________
                                             Miguel Madero

                                             _______________________________
                                             Nicko Feinberg

                                             _______________________________
                                             Stephen J. Cole-Hatchard


                                       22


                                  Exhibit 10.2

           December 31, 2004 Letter Agreement modifying Exhibit 10.1.


                                         1 BLUE HILL PLAZA 7TH FLOOR
                                         PEARL RIVER, NEW YORK 10989
[LOGO] PROVO                           
       INTERNATIONAL                 VOICE: 845.623.8553 FAX: 845.623.8669

         AMX:  FNT                        WWW.PROVOINTERNATIONAL.COM
================================================================================

December 31, 2004

Mr. Ventura Martinez del Rio, Sr. 
Mr. Ventura Martinez del Rio, Jr.


         Re: Stock Purchase Agreement


Gentlemen:

      This letter agreement amends and modifies that certain Stock Purchase
Agreement dated July 14, 2004 (the "Agreement") by and among Provo
International, Inc., Ventura Martinez del Rio, Sr. and Ventura Martinez del Rio,
Jr. Capitalized terms in this letter agreement shall have the meaning ascribed
to them in the Agreement.

      1.    Article I - "Definitions" subparagraph (c) shall be deleted in its
            entirety, and shall be replaced with the following:

            "[THIS SECTION INTENTIONALLY LEFT BLANK]"

      2.    Article I - "Definitions" subparagraph (e) shall be deleted and
            replaced with the following:

            "Closing Date" shall mean March 31, 2005, or such other date as
            agreed upon, in writing, among the parties."

      3.    Section 6.01 shall be deleted in its entirety and replaced with the
            following:

            "[THIS SECTION INTENTIONALLY LEFT BLANK]"

      4.    Section 6.10 shall be deleted in its entirety and replaced with the
            following:

            "The parties agree
 that the closing date for financial reporting
            purposes shall be December 31, 2004. All revenue, profits and/or
            losses related to Provo Mexico operations after December 31, 2004
            shall be for the benefit and detriment of the Buyers."



      5.    Section 7.01(d) shall be deleted in its entirety, and replaced with
            the following:

            "[THIS SECTION INTENTIONALLY LEFT BLANK]"

      6.    Section 7.02(d) shall be deleted in its entirety, and replaced with
            the following:

            "[THIS SECTION INTENTIONALLY LEFT BLANK]"

      7.    Section 7.01(h) shall be deleted in its entirety, and replaced with
            the following:

            "[THIS SECTION INTENTIONALLY LEFT BLANK]"

      8.    Section 7.02(h) shall be deleted in its entirety, and replaced with
            the following:

            "[THIS SECTION INTENTIONALLY LEFT BLANK]"

      9.    Section 11.01(b) shall be deleted in its entirety, and replaced with
            the following:

            "by any party if the Closing shall have not been consummated by
            March 31, 2005; provided, however, that no party may terminate this
            Agreement pursuant to this clause (b) if the Closing shall not have
            been consummated by March 31, 2005 by reason (i) of the failure of
            such party or any of its affiliates to perform in all material
            respects any of its or their respective covenants or agreements
            contained in this Agreement; or (ii) actions of a third party
            regulatory agency, in which case the aforementioned date shall be
            extended for a period of time equal to the delay caused by the
            regulatory agency."

      10.   Section 11.01(c) shall be deleted in its entirety, and replaced with
            the following:

            "[THIS SECTION INTENTIONALLY LEFT BLANK]"

      11.   Governing Law. This letter agreement shall be governed by and
            construed in accordance with the laws of the State of New York.

      12.   Confirmation of the Agreement. The Agreement, as modified by this
            letter agreement, is hereby ratified and confirmed in all respects
            by the parties hereto. The parties agree that the Agreement, as
            modified by this letter agreement, is in full force and effect, and
            is binding on and enforceable against the parties in accordance with
            its terms. All references to the "Agreement" contained in the
            Agreement shall for all purposes be deemed to refer to the Agreement
            as amended by this letter agreement.



      13.   Entire Agreement; Successors Bound. This letter agreement represents
            the entire understanding of the parties. This letter agreement
            supercedes and revokes all previous negotiations, arrangements,
            letters of intent; representations, whether oral or in writing,
            between the parties with respect to the subject matter hereof. This
            letter agreement be binding upon each party's assigns, heirs and
            successors, and all others acting or claiming by through or under
            any of the parties hereto.

      Agreed to this 31st day of December, 2004:

      Provo International, Inc.



      _________________________

      Name:

      Title:

      Buyers:

      ______________________________
      Ventura Martinez del Rio, Sr.



      ______________________________
      Ventura Martinez del Rio, Jr.