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S-3


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 2003
                           REGISTRATION NO. 333-______
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            PROVO INTERNATIONAL, INC.
                ( Name of Registrant as Specified in Its Charter)

                      DELAWARE                 13-3950283
                      (State or Other          (IRS Employer
                      Jurisdiction
                      of Incorporation or      Identification
                      Organization)            Number)

                         ONE BLUE HILL PLAZA, 7TH FLOOR
                           PEARL RIVER, NEW YORK 10965
                                 (845) 623-8553
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                            STEPHEN J. COLE-HATCHARD
                             CHIEF EXECUTIVE OFFICER
                            PROVO INTERNATIONAL, INC.
                         ONE BLUE HILL PLAZA, 7TH FLOOR
                           PEARL RIVER, NEW YORK 10965
                                 (845) 623-8553
       (Name, Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent for Service)

                                    COPY TO:
                            SEAN P. MCGUINNESS, ESQ.
                      SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
                          3000 K STREET, N.W. SUITE 300
                             WASHINGTON, D.C. 20007
                            TELEPHONE: (202) 424-7500
                            FACSIMILE: (202) 295-8478

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

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If any of the securities being registered on this Form to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [ ]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legal facsimile thereof, pursuant to Item 11(a) of
this Form, check the following box: [ X ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                                       2



                         CALCULATION OF REGISTRATION FEE

                                 PROPOSED
                                 MAXIMUM        PROPOSED
                                 AGGREGATE      MAXIMUM            AMOUNT OF
 TITLE OF SHARES   AMOUNT TO     PRICE PER      AGGREGATE          REGISTRATION
 TO BE REGISTERED  BE REGISTERED UNIT (1)       OFFERING PRICE (1) FEE

Common Stock,
par value $.01     2,666,666     $     0.60      $1,599,999     $   202.71
per share,
issuable upon
conversion of
four convertible
promissory notes
Common Stock,
par value $.01
per share            500,000     $     0.60        $300,000     $    38.01
Common Stock,
par value $.01
per share            733,334     $     0.60        $440,000     $    55.75

Common Stock,
par value $.01
per share,
issuable upon
exercise of
warrants           1,600,000     $     0.60        $960,000     $   121.63
Common Stock,
par value $.01
per share,
issuable upon
exercise of
warrants           1,250,000     $     0.60        $750,000     $    95.00

TOTAL  REGISTRATION                                             $   513.10
FEE

  (1) Estimated, pursuant to Rule 457(c), solely for the purpose of calculating
    the registration fee based on the average of the high and low prices for the
    common stock, as reported on the American Stock Exchange Market on February
    12, 2004.

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
  AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
  FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
  STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
  THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
  EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
  8(A), MAY DETERMINE.

                                       3



                  SUBJECT TO COMPLETION - DATED FEBRUARY 17, 2004

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                            PROVO INTERNATIONAL, INC.
                        6,750,000 SHARES OF COMMON STOCK

     This prospectus relates to the resale of 6,750,000 shares of common stock
by the selling shareholders named in this prospectus. The 6,750,000 shares of
our common stock offered by this prospectus were issued to the selling
shareholders in three separate transactions. See - Summary of Transactions - The
Offering, at page 26. The selling shareholders will receive all of the proceeds
from any sales of common stock. We will not receive any of the proceeds.
Assuming that all of the warrants held by selling stockholders are exercised, we
will realize proceeds of approximately $924,500.

     The selling shareholders may sell the shares of common stock at various
times and in various types of transactions, including: block transactions,
directly to purchasers through agents, brokers, dealers or underwriters, and
sales "at the market" to or through a market maker or an existing trading market
or otherwise. Sales not covered by this prospectus may also be made pursuant to
Rule 144 or another applicable exemption under the Securities Act of 1933.
Shares may be sold at the market price of the common stock at the time of a
sale, at prices relating to the market price over a period of time, or at prices
negotiated with the buyers of the shares.

     The selling shareholders will pay all brokerage fees and commissions and
similar expenses. Under the terms of our registration rights agreements with the
selling shareholders, we are required to pay legal, accounting and other
expenses relating to the registration of the shares with the Securities and
Exchange Commission.

     Our common stock is traded on the American Stock Exchange under the symbol
"FNT." On February 12 , 2004, the last reported sale price for our common stock
was $0.60 per share.
                                ________________

     INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 14 OF THIS PROSPECTUS
BEFORE MAKING A DECISION TO PURCHASE OUR STOCK.
                                ________________


     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                The date of this Prospectus is February __, 2004.


                                        4



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents previously filed by Provo International, Inc.
(formerly known as Frontline Communications Corporation) with the Securities and
Exchange Commission are incorporated herein by reference and shall be deemed a
part of this prospectus:

     o Annual report on Form 10-KSB for the year ended December 31, 2002, filed
on April 15, 2003, amendment filed on October 6, 2003;

     o Quarterly report on Form 10-QSB for the quarter ended March 31, 2003,
filed on May 13, 2003;

     o Quartlerly report on Form 10-QSB for the quarter ended June 30, 2003,
filed on August 19, 2003, amendment filed on October 3, 2003;

     o Quarterly report on Form 10-QSB for the quarter ended September 30, 2003,
filed on November 14, 2003;

     o Form 8-Ks filed on March 31, 2003, April 18, 2003, May 20, 2003 and
September 30, 2003, and amendments thereto, filed May 6, 2003, June 17, 2003,
June 18, 2003 and October 6,2003;

     o Definitive Proxy Statement on Form 14A filed on November 13, 2003; and

     o The description of our common stock contained in our Registration
Statement on Form 8-A, declared effective May 5, 1998, together with any
amendment or report filed with the SEC for the purpose of updating the
description.

     All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, after the date of this prospectus and before
the termination of the offering of the securities hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
on the date of filing of the documents. Any statement incorporated in this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference in this prospectus modifies or supersedes the
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus or the
registration statement of which it is a part.

     This prospectus incorporates documents by reference with respect to Provo
International, Inc. that are not presented herein or delivered herewith. These
documents are available without charge to any person, including any beneficial
owner of our securities, to whom this prospectus is delivered, upon written or
oral request to Amy Wagner-Mele, Esq., Provo International, Inc., One Blue Hill
Plaza, 6th Floor, Pearl River, New York 10965, telephone: (845) 623-8553. These
reports and other information can also be read and copied at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our electronic filings made through the SEC's electronic data
gathering, analysis and retrieval system are publicly available through the
SEC's worldwide web site (http://www.sec.gov).

                                  THE BUSINESS

      The following is a summary  description of our business and of the
business of  Proyecciones y Ventas  Organizadas,  S.A. de C.V.,  ("Provo
Mexico"),  a  company  we  acquired  in April  2003.  Because  this is a
summary,  it does not contain all the  information  about us that may be
important  to you.  You should read the more  detailed  information  and
the financial  statements  and related notes which are  incorporated  by
reference in this prospectus.

THE COMPANY

     We are a Delaware corporation. Our principal executive offices are located
at One Blue Hill Plaza, 7th Floor, Pearl River, New York 10965. Our telephone
number is (845) 623-8553. The address of our website is
http://www.provointernational.com. The Information on our website is not part of
this prospectus.

     We were formed during February 1997 as a Delaware corporation under the
name "Easy Street Online, Inc." We changed our name to "Frontline Communications
Corporation" in July 1997. On April 3, 2003, we acquired Proyecciones y Ventas

                                       5



Organizadas, S.A. de C.V. ("Provo Mexico") and in December 2003 we changed our
name to "Provo International Inc."

    Prior to acquiring Provo Mexico, during 2003 and during 2002 our
revenues were primarily derived from providing Internet access services
in the form of dial-up access, dedicated leased lines and digital
subscriber line (DSL) access to individuals and businesses.  The
balance of our revenues during those periods were derived from website
design, development and hosting services.

     We are now organized into three distinct divisions. Provo International is
responsible for overseeing mergers, acquisitions, financing transactions and
regulatory compliance activities. Provo US, a division of Provo International,
is responsible for the continued management of the Internet service business,
which was our core business prior to our acquisition of Provo Mexico. Provo
Mexico, a wholly owned subsidiary of Provo International, continues to
distribute prepaid calling cards and cellular phone airtime in Mexico.

RECENT DEVELOPMENTS

     On April 3, 2003, we acquired Provo Mexico for consideration consisting of
the following:


          220,000 shares of our Series C convertible preferred stock, which was
          to be convertible into shares of our common stock subject to the
          approval of our stockholders; and

          a $20,000,000 secured note, which was to be payable only if our
          stockholders failed to timely approve the proposed issuance of common
          stock upon conversion of the Series C convertible preferred stock.

     In connection with our acquisition of Provo Mexico, we also issued 35,500
shares of our Series D convertible preferred stock to certain of our executive
officers and directors, certain Provo employees and other third parties, which
also was to be convertible into shares of our common stock subject to the
approval of our stockholders.

     On November 5, 2003, we issued 220,000 shares of our Series E convertible
preferred stock in exchange for all 220,000 outstanding shares of our Series C
convertible preferred stock. The terms of the Series E convertible preferred
stock were substantially the same as those of the Series C convertible preferred
stock except that, in order to satisfy certain requirements of the American
Stock Exchange pertaining to the continued listing of our securities, no share
of Series E convertible preferred stock will be issuable to the two former Provo
stockholders and any entity controlled by them if as a result of such conversion
the shares of common stock held by them and their affiliates would exceed 49.5%
of the outstanding common stock after giving effect to such conversion.

     On December 12, 2003 we held a meeting of our stockholders to consider and
vote upon the issuance of shares of our common stock upon conversion of our
Series E convertible preferred stock and our Series D convertible preferred
stock, and certain other matters including the following:


          a two-for-three reverse split of our common stock;

          an increase in the number of our authorized shares of common stock
          from 25,000,000 shares to 100,000,000 shares;

          the mandatory conversion of all of our Series B convertible redeemable
          preferred stock into shares of our common stock upon the election of
          the holders of a majority thereof; and

          the approval of the issuance of our common stock to Fusion Capital.

                                       6



     As a result of the vote of our stockholders on December 12, 2003:


          133,445 of the 220,000 outstanding shares of Series E convertible
          preferred stock were converted into 20,016,750 shares of common stock
          (and the remaining 86,555 shares of Series E convertible preferred
          stock remain outstanding);

          all 35,500 outstanding shares of Series D convertible preferred stock
          were converted into 3,550,000 shares of common stock;

          the two-for-three reverse stock split was approved, and became
          effective as of January 30, 2004;

          our authorized shares of common stock were increased from 25,000,000
          shares to 100,000,000 shares;

          all 496,445 outstanding shares of Series B convertible redeemable
          preferred stock were converted into 1,985,780 shares of common stock
          (after giving effect to the reverse stock split);

          the proposed financing with Fusion Capital was approved; and

          the $20,000,000 secured note issued to the former stockholders of
          Provo Mexico was canceled.

DESCRIPTION OF THE PROVO US DIVISION

     GENERAL

     Our Provo US division is a regional Internet service provider (ISP)
providing Internet access, web hosting, website design, 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.

     Primarily through 18 acquisitions, the Provo US division grew its monthly
revenue from $30,000 as of October 1998 to approximately $400,000 as of December
31, 2002. During that same period, the division expanded its owned Internet
access geographic footprint from the New York/New Jersey metropolitan area, to a
region that now includes Delaware, Eastern Pennsylvania and Northern Virginia.
At December 31, 2002, the Provo US division owned and operated 12
points-of-presence (POPs) which, when combined with 1,100 POPs licensed from
third parties, provide us with the capability to serve over 75% of the U.S.
population.

     During 2002, the Provo US division concentrated its efforts and resources
primarily on restructuring its operations to reduce costs, increase operating
efficiency and improve customer service. As a result of the restructuring, the
US division reduced its staff from approximately 70 employees at March 2001 to
28 as of December 1, 2003, and closed two regional offices, consolidating those
functions into our Pearl River, New York headquarters.

     The Provo US division also streamlined its product offerings, eliminating
certain low margin products and services, and added a broadband one-way
satellite Internet access product line to its group of services. We also
standardized our product pricing, and raised the monthly rates to most of our
dial-up access customers to between $17.95 and $19.95 per month, depending on
the term of service purchased.

     COMPETITION

     Our competitors for Internet access services in the United States include
international and national telecommunications providers, such as America Online,

                                       7



Time Warner Cable, Verizon, Earthlink, United Online (NetZero and Juno brands)
and Covad Communications, as well as regional Internet service providers, such
as Best Web Corporation, Fastnet Inc. and LogicalNet Corporation. Our national
competitors have significantly greater financial, technical, marketing and other
resources than we do, and our share of the market compared to theirs is too
small to quantify. We believe that our market share in the region in which we
operate is less than 1%. Many of our current and future competitors possess a
wide range of products and collective new product development capabilities that
exceed ours. For example, some of our competitors, such as Time Warner Cable,
offer access to the Internet via cable modem. We do not possess the technical
capability to offer such a service.

     Increased competition could result in significant price competition, which
in turn could result in significant price reductions in some of our product
offerings, most notably Internet access and web hosting. In addition, increased
competition for new customers could result in increased sales and marketing
expenses and related customer acquisition costs, which could materially
adversely affect our operating results. We may not have the financial resources,
technical expertise or marketing and support capabilities to compete
successfully, and the software, services or technologies developed by others may
render our products, services or technologies obsolete or less marketable.

     INDUSTRY REGULATION

     The following summary of regulatory developments and legislation does not
describe all present and proposed federal, state and local regulations and
legislation affecting us and our industry. Other proposed and existing federal,
state and local legislation and regulations are currently the subject of
judicial proceedings, legislative hearings and administrative proposals which
could change the manner in which our industry operates. Neither the outcome of
these proceedings, nor their impact upon us or our industry, can be predicted at
this time.

     INTERNET SERVICE PROVIDER REGULATION

     Currently, few U.S. laws or regulations specifically regulate
communications or commerce over the Internet. However, changes in the regulatory
environment relating to the Internet connectivity market, including regulatory
changes which directly or indirectly affect telecommunications costs or increase
the likelihood or scope of competition from the regional Bell operating
companies or other telecommunications carriers, could affect the prices at which
we may sell our services and impact competition in our industry. Congress and
the Federal Communications Commission will likely continue to explore the
potential regulation of the Internet. For instance, the Federal Communications
Commission may subject certain services offered by ISPs to regulation as
"telecommunications service", which could result in us being subject to
universal service fees, regulatory fees and other fees imposed on regulated
telecommunications providers, which could cause our costs of doing business to
increase substantially.

     Future laws and regulations could be adopted or modified to address matters
such as user privacy, copyright and trademark protection, pricing, consumer
protection, child protection, characteristics and quality of Internet services,
libel and defamation, and sales and other taxes. Internet-related legislation
and regulatory policies are continuing to develop, and we could be subject to
increased regulation in the future. Laws or regulations could be adopted in the
future that may decrease the growth and expansion of the Internet's use,
increase our costs, or otherwise adversely affect our business.

     In 1998, Congress passed the Digital Millennium Copyright Act. That act
provides numerous protections from certain types of copyright liability to
Internet service providers that comply with its requirements. We have adopted
policies and procedures in accordance with the act, however, to the extent that
we have not met those requirements, third parties could seek recovery from us
for copyright infringements caused by our Internet customers.

     The law relating to the liability of Internet service providers for

                                       8



information carried on or disseminated through their networks is currently
unsettled. It is possible that claims could be made against Internet service
providers for defamation, negligence, copyright or trademark infringement or on
other theories based on the nature and content of the materials disseminated
through their networks. We could be required to implement measures to reduce our
exposure to potential liability, which could include the expenditure of
resources or the discontinuance or modification of certain product or service
offerings. Costs that may be incurred as a result of contesting any claims
relating to our services or the consequent imposition of liability could have a
material adverse effect on our financial condition, results of operations and
cash flow.

     PROPERTIES

    Our executive offices are located in Pearl River, New York, where
     we lease approximately 12,000 square feet of space through a lease that
expires in August of 2004. We also lease approximately 2,700 square
feet of space in Babylon, New York that was assumed in connection with
our purchase of PNM group, Inc. (d/b/a) Planet Media. The lease expires
in August of 2005. The aggregate annual rent of the two offices is
approximately $308,000.

     In 2001, as a part of our restructuring program, we closed our regional
offices in Delaware and Virginia and have terminated the leases with the
landlords. We lease approximately 2,400 square feet in Howell, New Jersey under
a lease that expires in May 2004 and provides for monthly rental of
approximately $3,500. We have closed our office at this location and are
attempting to terminate the lease.

     We also lease space (typically, less than 100 square feet) in various
geographic locations to house the telecommunications equipment for each of our
POPs. Leases for the POPs have various expiration dates through June 2004.
Aggregate annual rentals for POPs are approximately $6,000.

     EMPLOYEES

     We currently employ 28 full-time individuals in our Provo US division, 24
of whom are located at our Pearl River, New York headquarters. The remaining
employees are located at the Babylon, New York facility.

     LEGAL PROCEEDINGS

     From time to time, we have been a party to routine pending or threatened
legal proceedings and arbitrations that are routine and incidental to our
business. Based upon information presently available, and in light of legal and
other defenses available to us, management does not consider the liability from
any threatened or pending litigation to be material to us.

DESCRIPTION OF PROVO MEXICO

     GENERAL

     Provo Mexico was formed in October 1995 by Ventura Martinez Del Rio, Sr.,
as a private company headquartered in Mexico City. Provo Mexico was formed to
distribute prepaid (Ladatel) public telephone cards for Telefonos de Mexico,
S.A. ("Telmex"), which were introduced in 1995. Telmex is the dominant
telecommunications provider in Mexico. Provo Mexico quickly became the leading
distributor of Ladatel cards and has maintained its leading position, which
currently stands at approximately 7% of the nationwide market. Provo Mexico also
distributes Multifon prepaid landline telephone time provided by Telmex and
prepaid Digital PCS cellular airtime provided by Radiomovil Dipsa, S.A. de C.V.
("Telcel"). Telcel is the dominant provider of cellular airtime in Mexico.

                                       9




     Provo Mexico rapidly grew its sales of prepaid calling time to more than
$100,000,000 in 2002. Currently, Telcel airtime sales represent about 30% of
Provo Mexico's total annual sales, up significantly from 10% in 2000. Telcel
airtime is expected to represent an increasing proportion of Provo Mexico's
sales as Ladatel sales have begun to level off.

     Provo Mexico's principal office is located at Alvaro Oberegon No. 121 ,
Penthouse, Mexico City, Mexico, and its telephone number is 011 52 55 5264-6442.

     PRODUCTS

     The purpose of the services that Provo Mexico currently resells in Mexico
is to allow individuals who either do not own a land line phone or cell phone or
are not able to enter into continuous service contracts for these services, to
make calls on an as-needed basis, in a convenient and affordable manner.

     Telmex calling time is offered via Ladatel cards in increments of 30, 50
and 100 pesos. Calling time is stored in a simple, single-purpose smart chip and
"burns off" as it is used. Mechanisms housed within public telephones charge
used calling time against the electronic balance stored in the card until no
calling time remains. At this point, a new card must be purchased. Prior to the
advent of these calling cards in 1995 in Mexico, public phones were coin-based.
Such coin-based phones often broke down or were the subject of significant theft
problems. The prepaid card program implemented by Telmex largely has remedied
these problems.

     Prepaid Multifon calling time is offered via personal identification number
(PIN)-based access. Multifon time is sold to groups of residents who share a
common phone in a building such as an apartment building.

     Telcel calling time is also offered via PIN-based access. Telcel calling
time is sold in increments of 100, 200 or 500 pesos. Users must own or share a
phone to use this service. A PIN must be entered prior to making the first call.
A central switch maintained by Telcel tracks remaining calling time. Users must
repurchase a new block of time with a new PIN every time they exhaust their
prepaid cellular calling time.

     In addition, Provo Mexico, in cooperation with Provo US, plans to launch a
payroll card product in the U.S. and Mexico within the next two months. The
Provo payroll card will enable employers to directly deposit an employee's
earnings onto a bank card. The card will serve as a credit, debit and cash
transfer card. Provo's revenue from the sale of the card will derive from a
percentage of transaction fees on the employer and employee side. Provo plans to
market the product to employers of unbanked Spanish speaking workers in the U.S.
and Latin America.

     DESCRIPTION OF COMMISSIONS

     Provo Mexico has relied on Telmex to finance much of its sales growth over
the past eight years, through its provision of a credit line to Provo. Telmex
requires all of its distributors to pay for all resold calling time using cash
or their credit line with Telmex when it is ordered. Various surplus properties
owned by Provo Mexico, its principals and its business partners have been
pledged to guarantee Provo Mexico's credit lines with Telmex.

     The average discount Provo Mexico receives related to purchases of minutes
from Telmex using credit is approximately 10.8% (credit-based discounts for 30-,
50- and 100-peso cards range from 10.0% to 12.0%). This compares to an average
discount rate of approximately 13.8% related to purchases of minutes paid for
entirely with cash (cash-based discounts for 30-, 50- and 100-pesos cards range
from 13.0% to 15.2%). Starting on March 10, 2003, Provo Mexico effectively

                                       10



stopped purchasing calling cards using its credit lines with Telmex, thus
significantly increasing its profit margins. All of Provo Mexico's calling card
purchases from Telmex are currently made in cash.

     Provo Mexico allows its external agent, distributor and point of sale
partners to retain combined commissions or discounts that typically range from
8% to 9%. Provo Mexico pays its internal sales team members commissions of 3% to
5%. Its distributor network is responsible for collecting approximately 50% of
card sale proceeds and remitting the proper net proceed amounts to Provo Mexico
within 21 days of taking delivery of new cards. The other half of Provo Mexico's
sales are collected directly by Provo Mexico or remitted to Provo Mexico via
daily deposits by Provo Mexico's agents to company-owned bank accounts. Provo
Mexico has established strict remittance rules to ensure that the distributors
to whom it extends credit will pay all amounts owed to Provo Mexico on a timely
basis.

     Provo Mexico's distribution network includes several large retail chains,
including Wal-Mart, Carrefour and Office Max. In addition, Provo Mexico
distributes its cards in convenience stores, drug stores, restaurants, lottery
stands, newspaper and magazine stands and other general stores.

     COMPETITION

     Approximately 140 distributors sell prepaid calling time purchased from
Telmex and Telcel in Mexico. Provo Mexico currently maintains the largest market
share position for prepaid calling time in Mexico, at approximately 7%. The next
two largest competitors that sell prepaid calling time in Mexico are Tarjetas
Del Noreste and DiCasa, each with a market share position of approximately 5% to
6%. Telmex has attempted to curb the size of Provo Mexico in the past, by
converting sub-distributors of Provo Mexico to direct distributors for Telmex.
In these instances, Telmex has agreed to pay Provo Mexico royalties to
compensate Provo Mexico for the migration of its sub-distributors upstream.

     SUBSIDIARIES

     Provo Mexico currently operates as a group of seven affiliated companies.
Telmex required Provo Mexico to form some of the entities because of its
dominant presence in certain markets. On March 31, 2003, Provo Mexico acquired
from members of the Martinez del Rio family, the controlling majority of the
capital stock of the following subsidiaries: FS Provo, S.A. de C.V.;
Proyecciones y Ventas Organizadas del D.F., S.A. de C.V.; Proyecciones y Ventas
Organizadas de Occidente, S.A. de C.V.; Tilgo, S.A. de C.V.; Tarnor, S.A. de
C.V. and PTL Administradora, S.A. de C.V. Provo Mexico's audited financial
statement results include the combined total of each these companies' results,
as an affiliated group.

     In October 2002, Provo Mexico formed Provo US, Inc., a Delaware corporation
wholly-owned by Provo Mexico. Provo US is currently a shell company with no
operations. It is expected that Provo US will be used for any new projects that
Provo Mexico may initiate in the United States.

     EMPLOYEES

     Provo Mexico currently maintains a base of approximately 135 full-time
employees and has a network of 52 independently-owned distributorships that
collectively employ more than 400 sales people. Provo Mexico, in conjunction
with its distributors, has developed an extensive distribution network that
includes more than 20,000 point-of-sale locations.

                                       11




     PROPERTIES

     Provo Mexico's executive offices are located in Mexico City, Mexico where
Provo Mexico uses approximately 6,000 square feet of office space. The lease is
for a three year term which expires in December 2006 and the monthly rent is
44,000 pesos, approximately $4,000 at the current exchange rate.

     In addition, Provo Mexico leases small offices in 16 cities throughout
Mexico where it maintains regional sales and distribution offices. Provo
Mexico's regional offices are located in the following Mexican cities:
Monterrey, Nuevo Leon; Torreon, Coahuila; Monclova, Coahuila; Chihuahua,
Chihuahua; Los Mochis, Sinaloa; Guamuchil, Sinaloa; Navojoa, Sonora; Ciudad
Obregon, Sonora; Agua Prieta, Sonora; Durango, Durango; Tepic, Nayarit; Jalapa,
Veracruz; Cordoba, Veracruz; Veracruz, Veracruz; Teziutlan, Puebla; and
Queretaro, Queretaro. The aggregate annual rent for these leases is less than
$15,000.

     Provo Mexico's subsidiary, FS Provo, S.A. owns approximately 946 acres of
forest land in El Chamal, Tamaulipas, Mexico. The land has been pledged to
Telmex to secure part of Provo Mexico's credit lines with Telmex. In addition,
Provo Mexico and its subsidiaries Proyecciones y Ventas Organizadas del D.F.,
S.A. de C.V., F.S. Provo, S.A. de C.V. and Tilgo, S.A. de C.V., own seven pieces
of forest land totaling approximately 605 acres in San Gabriel, San Luis Potosi,
Mexico. This land also has been pledged to Telmex to secure part of Provo
Mexico's credit lines with Telmex.

     LEGAL PROCEEDINGS

     Provo Mexico is not a party to any pending legal proceedings other than
ordinary course routine litigation incidental to its business. We do not believe
that any of these proceedings will have a material adverse effect on our
financial condition or results of operations.

     TELMEX SETTLEMENT

     In order to significantly enhance its operating margins and to position
itself for renewed sales growth, on March 10, 2003, Provo Mexico entered into a
settlement agreement with Telmex, whereby Provo Mexico transferred five of its
surplus non-revenue generating properties to Telmex in exchange for offsets to
its credit lines with Telmex for 46,650,504 pesos, approximately $4,232,107 at
the current exchange rate. The settlement also provided for the transfer of
Provo Mexico's corporate headquarters in Mexico City. The settlement agreement
converted the balance of Provo Mexico's credit line with Telmex into a number of
term loans with varying re-payment schedules. Under the settlement agreement, a
payment in the principal amount of 40,000,000 pesos, approximately $3,628,777 at
the current exchange rate, and was due and payable on or before December 31,
2003. This payment bears interest at a variable rate equal to the Mexican
Interbank Equilibrium Rate multiplied by a factor of 1.3; the current interest
rate is 8.1% per annum. Finally, the settlement agreement provides for 54
monthly payments of 746,526 pesos each, approximately $67,725 dollars at the
current exchange rate, which will be due and payable by Provo Mexico to Telmex
commencing on July 10, 2003 and continuing until January 10, 2008. The monthly
payments bear interest at a variable rate equal to the Mexican Interbank
Equilibrium Rate multiplied by a factor of 1.3; the current interest rate is
8.1% per annum.

     On September 9, 2003, Telmex and Provo entered into an amendment to the
settlement agreement, whereby Telmex agreed to increase the value assigned to
certain properties previously transferred by Provo thereby further reducing
Provo's total indebtedness by 7,763,182 pesos ($704,271 at the current exchange
rate). This amount will reduce the number of monthly payments payable under the
settlement. No monthly payments have been made to date. We are currently in

                                       12



negotiation with Telmex to extend the November repayment date and reschedule the
repayment terms of the entire line of credit. If we are unable to renegotiate
the term of our debt to Telmex, Telmex may cease to provide us with products,
may refuse to do business with us or may otherwise attempt to collect the debt.
Should Telmex take any such action, our operations would be adversely affected.



                              THE OFFERING


Common stock offered...........         6,750,000 shares, of which 2,850,000 are
                                        issuable upon exercise of warrants owned
                                        by six of the selling stockholders, and
                                        2,666,666 are issuable pursuant to the
                                        terms of four convertible promissory
                                        notes.


Common stock outstanding.......         31,482,779 shares.



Use of Proceeds................         Assuming that all of the warrants held
                                        by the selling stockholders are
                                        exercised, we will realize gross
                                        proceeds of approximately $924,500,
                                        which will be used for working capital.
                                        We will not receive any of the proceeds
                                        from the sale of common stock by the
                                        selling stockholders.

American Stock Exchange symbol.         FNT

RISK FACTORS...................         YOU SHOULD READ THE "RISK FACTORS"
                                        SECTION BEGINNING ON PAGE 14 AND THE
                                        OTHER CAUTIONARY STATEMENTS IN THIS
                                        PROSPECTUS TO ENSURE THAT YOU UNDERSTAND
                                        THE RISKS ASSOCIATED WITH AN INVESTMENT
                                        IN OUR COMMON STOCK.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend
the forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in these sections. All statements regarding our
expected financial position and operating results, our business strategy and our
plans are forward-looking statements. These statements can sometimes be
identified by our use of words such as "may," "anticipate," "expect," "intend,"
"believe," "estimate" or similar expressions. Our expectations in any
forward-looking statements may not turn out to be correct. Our actual results
could be materially different from our expectations. Important factors that
could cause our actual results to be materially different from our expectations
include those discussed under "Risk Factors." We have no obligation to update
these statements to reflect events and circumstances after the date of this
prospectus.

                                       13



                                  RISK FACTORS


     You should carefully consider the risks described below before purchasing
our common stock. Our most significant risks and uncertainties are described
below; however, they are not the only risks we face. If any of the following
risks actually occur, our business, financial condition, or results or
operations could be materially adversely affected, the trading of our common
stock could decline, and you may lose all or part of your investment therein.
You should acquire shares of our common stock only if you can afford to lose
your entire investment.

RISKS RELATED TO OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY WITH SIGNIFICANT LOSSES, AND WE EXPECT TO
CONTINUE TO INCUR LOSSES FOR THE FORESEEABLE FUTURE

     We have yet to establish any history of profitable operations. We have
incurred annual operating losses of $787,525 and $7,029,287, respectively,
during the past two fiscal years of operation. As a result, at September 30,
2003 we had an accumulated deficit of $38,220,364. Our revenues have not been
sufficient to sustain our operations. We expect that our revenues will not be
sufficient to sustain our operations for the foreseeable future. No assurances
can be given when this will occur or that we will ever be profitable.

     Our independent auditors have added an explanatory paragraph to their audit
opinion issued in connection with the financial statements for the year ended
2002 relative to our ability to continue as a going concern. Our ability to
obtain additional funding will determine our ability to continue as a going
concern. Our financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

WE WILL REQUIRE ADDITIONAL FINANCING TO SUSTAIN OUR OPERATIONS AND WITHOUT IT WE
WILL NOT BE ABLE TO CONTINUE OPERATIONS

     At December 31, 2002 we had a working capital deficit of $2,655,722. The
report of our independent auditor for the year ended December 31, 2002 includes
an explanatory paragraph to their audit opinion stating that our recurring
losses from operations and working capital deficiency raise substantial doubt
about our ability to continue as a going concern. We have an operating cash flow
deficit of $422,359 in 2002. We do not currently have sufficient financial
resources to fund our operations or those of our subsidiaries. Therefore, we
need additional funds to continue these operations.

COMPETITION IS SIGNIFICANT IN ALL OF OUR LINES OF BUSINESS AND IS EXPECTED TO
INTENSIFY

     The market for each of our current and expected products and services is
intensely competitive, and we expect that competition will intensify in the
future. There are no substantial barriers to entry, and these industries are
characterized by rapidly increasing numbers of new market entrants and new
products and services.

     Provo Mexico's three closest competitors in Mexico - Tarjetas del Noreste,
DiCasa and Distribuidora Dana - each account for approximately 6-7% of the
market share for prepaid calling cards in Mexico, compared to Provo's 10% market
share. More than 100 resellers of prepaid calling time currently canvass the
market in Mexico. Our competitors for Internet access services in the United
States include international and national telecommunications providers, such as
America Online, Time Warner Cable, Verizon, Earthlink, United Online (NetZero
and Juno brands) and Covad Communications, as well as regional Internet service

                                       14



providers, such as Best Web Corporation, Fastnet Inc. and LogicalNet
Corporation. Our national competitors have significantly greater financial,
technical, marketing and other resources than we do, and our share of the market
compared to theirs is too small to quantify. We believe that our market share in
the region in which we operate is less than 1%. Many of our current and future
competitors possess a wide range of products and collective new product
development capabilities that exceed ours. For example, some of our competitors,
such as Time Warner Cable, offer access to the Internet via cable modem. We do
not possess the technical capability to offer such a service.

     Increased competition could result in significant price competition, which
in turn could result in significant price reductions in some of our product
offerings, most notably Internet access and web hosting. In addition, increased
competition for new customers could result in increased sales and marketing
expenses and related customer acquisition costs, which could materially
adversely affect our operating results. We may not have the financial resources,
technical expertise or marketing and support capabilities to compete
successfully, and the software, services or technologies developed by others may
render our products, services or technologies obsolete or less marketable.

WE ARE DEPENDENT ON MANY VENDORS AND SUPPLIERS AND THEIR FINANCIAL DIFFICULTIES
MAY ADVERSELY AFFECT OUR BUSINESS

     We depend on many vendors and suppliers to conduct our business. For
example, Provo Mexico purchases prepaid calling cards exclusively from Telmex
and Telcel. If either entity terminated its relationship with Provo Mexico, it
would not have access to its principal products and its primary source of
revenue would be adversely affected. While Provo Mexico may be able to purchase
prepaid calling cards from other regional Mexican telecommunications providers,
it is unlikely that it could re-establish itself as a leading distributor of
prepaid calling cards if Telmex or Telcel refused to do business with it.

     We purchase telecommunications services from various telecommunications
companies and competitive local exchange carriers in the United States, such a
Covad Communications, Focal Communications and DSL.net, Inc. Many of these third
parties have experienced substantial financial difficulties in recent months,
including difficulty in raising the necessary capital to maintain their
operations and in some cases leading to bankruptcies and liquidations. To the
extent that we rely on these third parties for services we need in order to sell
our products, the financial difficulties of these companies could have a
material adverse effect on our business and prospects. While we may be able to
obtain comparable services from other telecommunications providers in the event
any of our suppliers ceased to supply us with services, there can be no
assurance that we could obtain replacement services at prices which would allow
us to maintain our profit margins.

WE MAY NOT BE ABLE TO MAINTAIN OUR PROFITABILITY IF OUR SUPPLIERS REDUCE THEIR
COMMISSIONS OR IF THEY CEASE DOING BUSINESS WITH US

     Our business substantially depends on the availability of pre-paid calling
cards and the discounts and commissions given to us by Telmex and Telcel. Access
to calling-cards is obtained through short-term agreements that our providers
can terminate, significantly modify or elect not to renew.

     Our operating margins are sensitive to variations in whole-sale commissions
given by Telmex and Telcel. Any or all of our current suppliers could decide to
reduce whole-sale commissions, which would prevent us from distributing large
numbers of cards and would materially reduce our business operations and
profitability.

OUR SALES COULD BE ADVERSELY AFFECTED IF WE LOSE ANY OF OUR LARGEST CUSTOMERS,
IF THEY MATERIALLY REDUCE THEIR RELIANCE ON DISTRIBUTORS OR IF THEY ARE UNABLE
TO PAY AMOUNTS DUE

     If any of our largest customers in Mexico were to stop or materially reduce
their purchasing from us, or were unable to pay our invoices, our financial
results could be adversely affected. During fiscal 2002, Provo Mexico's top five

                                       15



customers in the aggregate accounted for approximately 17% of its sales. We
generally do not have long term contracts with our retailer customers or minimum
purchase requirements. In addition, there is the possibility that our larger
customers could bypass distributors and begin purchasing calling cards directly
from Telmex or Telcel. The concentration of sales to our largest customers also
exposes us to credit risks associated with the financial viability of our
customers. We believe that our sales to our largest customers will continue to
represent a significant portion of our sales.

WE DEPEND ON STRATEGIC RELATIONSHIPS WITH THIRD PARTIES

     We depend on agreements and arrangements with a variety of third party
partners, including, Telmex, Telcel and our network of distributors in Mexico as
well as certain providers of high-speed access capability and other competitive
local exchange carriers in the United States. The loss of any of our existing
strategic relationships or any inability to create new strategic partnerships in
the future would cause disruptions to our business, reduce any competitive
advantages that these relationships may provide over our competitors and
adversely affect our ability to expand our operations. In addition, some of the
third parties with which we seek to enter into relationships may view us as a
competitor and refuse to do business with us.

WE HAVE NUMEROUS SUB-DISTRIBUTORS IN MEXICO AND THEY MAY DIVERT OR DELAY NET
SALES RECEIPTS FROM THE POINT OF SALE

     Provo Mexico relies on its large network of sub-distributors to collect a
substantial portion of its revenues. Should any of these sub-distributors decide
to or attempt to divert or delay their remittance to Provo Mexico, its need for
consistent interim cash flow would be adversely affected. Moreover, we may not
be able to recover the diverted funds. Significant diversions or delays in
receipts of funds by Provo Mexico could have a material adverse effect on our
business, financial condition and results of operations.

A DISRUPTION IN THE OPERATIONS OF OUR KEY SHIPPERS COULD CAUSE A DECLINE IN OUR
SALES OR A REDUCTION IN OUR EARNINGS

     We are dependent on a number of commercial freight carriers to deliver our
products to our sub-distributors and customers. If the operations of these
carriers are disrupted for any reason, we may be unable to deliver our products
to our customers on a timely basis. If we cannot deliver our products in an
efficient and timely manner, our sales and profitability will suffer. While the
choice of carriers is a fact based determination depending on a customer's
characteristics, we currently rely on Autobuses Estrella Blanca, S.A. de C.V. to
deliver approximately 42% of our products.

WE ARE DEPENDENT ON EFFECTIVE BILLING, CUSTOMER SERVICE AND INFORMATION SYSTEMS
AND WE MAY HAVE DIFFICULTIES IN DEVELOPING, MAINTAINING AND ENHANCING THESE
SYSTEMS

     Sophisticated back office information and processing systems are vital to
our growth and our ability to control and monitor costs, bill and service
customers, initiate, implement and track customer orders and achieve operating
efficiencies. Since our inception, we have also been engaged in developing and
integrating our essential information systems consisting of our billing system,
our sales order entry system and our customer implementation system. In
addition, we continue to integrate the systems of each of our acquired
businesses, including Provo Mexico. These are challenging projects because all
of these systems were developed by different vendors and must be coordinated
through custom software and integration processes. Our sales and other core
operating and financial data are generated by these systems and the accuracy of

                                       16



this data depends on the quality and progress of the system integration project.
Although we have made progress in our system integration efforts, we have not
completed it and we may experience additional negative adjustments to our
financial and operating data as we complete this effort. These adjustments have
not had a material adverse effect on our financial or operating data to date but
until we complete the entire project we cannot assure you that any such
adjustments arising out of our systems integration efforts will not have a
material adverse effect in the future. If we are unable to develop, acquire and
integrate our operations and financial systems, our customers could experience
delays in delivery of products or services, billing issues and/or lower levels
of customer service. We also cannot assure you that any of our systems will be
successfully implemented on a timely basis or at all or will perform as
expected. Our failure to successfully implement these systems would have a
material adverse effect on our business and prospects.

IN ORDER TO REMAIN PROFITABLE, WE WILL NEED TO IMPLEMENT OUR BUSINESS PLAN
SUCCESSFULLY, INCLUDING INCREASING OUR CUSTOMER BASES IN MEXICO AND THE UNITED
STATES AND INCORPORATING NEW LINES OF BUSINESS IN AN EFFECTIVE MANNER

     The success of our business plan depends upon our ability to retain and
increase our customer base for prepaid calling cards; attract and retain
significant numbers of customers for our Internet business; and consolidate new
lines of business on a timely and cost effective basis. At the same time, we
will need to hire and retain skilled management, technical, marketing and other
personnel and continue to expand our product and service offerings. We may not
be able to implement our business plan successfully, and we may also encounter
unanticipated expenses, problems or technical difficulties which could
materially delay the implementation of our business plan.

     We have recently expanded our marketing focus and have begun to offer
additional products and services, both of which may place a significant strain
on us. The expansion of our product offerings will continue to place significant
demands on the time and attention of our senior management and involve
significant financial and other costs, including marketing and promoting our new
products and services and hiring personnel to provide these new services. We may
not be able to enter new markets and offer new services successfully, and we may
not be able to undertake these activities while maintaining sufficient levels of
customer service to retain our existing customers, either of which would have a
material adverse effect on us, our reputation and our operations.

OUR INABILITY TO MANAGE OUR GROWTH EFFECTIVELY COULD ADVERSELY AFFECT OUR
BUSINESS

     Our future performance depends on our ability to continue to sell our
products, effectively roll-out our proposed products and services, implement our
business strategy and effectively manage our growth. Our planned growth and
expansion will place significant demands on our management and operations. Our
ability to manage this growth successfully will depend on:

          expanding our management resources, infrastructure, information and
          reporting systems and controls;

          expansion, training and management of our employee base, including
          attracting and retaining skilled personnel;

          evaluating new markets;

          evaluating new acquisition opportunities;

          monitoring operations; and

          controlling costs.

     If we are not successful in managing our growth effectively or maintaining
the quality of our service, our business, financial condition and results of
operations could be materially adversely affected.

OUR MEXICAN SUBSIDIARIES CONDUCT A MAJORITY OF OUR OPERATIONS AND OWN A MAJORITY
OF OUR OPERATING ASSETS

     Our Mexican subsidiaries conduct a majority of our operations, account for
a majority of our revenues and own a majority of our operating assets. As a
result, our ability to make any dividend payments on our common stock depends on

                                       17



     the performance of the businesses owned by our subsidiaries and such
subsidiaries' ability to distribute funds to us. Under Mexican law, Mexican
companies must retain part of their profits to establish certain legal reserves
prior to distributing any dividends to their stockholders. In addition, any
dividends received from our subsidiaries in Mexico may be subject to withholding
taxes in Mexico.

     The rights of holders of our common stock may be subordinated to the rights
of our subsidiaries' lenders. A default by a subsidiary under its debt
obligations would likely result in a block on distributions from the affected
subsidiary to us. In the event of bankruptcy, liquidation or dissolution of a
subsidiary and following payment of its liabilities, our subsidiary may not have
sufficient assets remaining to make payments to us as a stockholder or
otherwise. As of September 30, 2003, Provo Mexico and its subsidiaries had
outstanding indebtedness, excluding payables to related parties, of
approximately $8,100,000.

RISKS RELATED TO OUR ACQUISITION OF PROVO MEXICO

THE FORMER STOCKHOLDERS OF PROVO MEXICO CONTROL A SUBSTANTIAL AMOUNT OF OUR
COMMON STOCK

     Ventura Martinez del Rio, Sr., who is our Chairman, owns 10,008,400 shares
(approximately 31.8%) of our common stock, and his son Ventura Martinez del Rio,
Jr., who is President of Provo Mexico, owns 3,336,100 shares (approximately
10.6%) of our common stock (in each case after giving effect to the
two-for-three reverse split of our common stock which took effect January 30,
2004). In addition, Mr. Martinez del Rio, Sr. owns 64,916 shares of our Series E
convertible preferred stock, optionally convertible into 6,491,600 shares of our
common stock, and Mr. Martinez del Rio, Jr. owns 21,639 shares of our Series E
convertible preferred stock, optionally convertible into 2,163,900 shares of
common stock (in each case after giving effect to the two-for-three reverse
split of our common stock which took effect January 30, 2004, and subject to the
49.5% ownership limitation described above).

WE MAY NOT SUCCESSFULLY INTEGRATE AND MANAGE THE OPERATIONS OF PROVO MEXICO,
WHICH COULD ADVERSELY AFFECT FUTURE EARNINGS

     Our wholly owned subsidiary Provo Mexico has an operating history, but not
under our current management. Failure to manage the combined company
successfully may negatively affect our operating results. The risks of our
acquisition of Provo Mexico include the following:

          management will have to divert time, attention and resources to
          integrate the businesses;

          Provo Mexico may have unexpected problems or risks in operations,
          personnel, technology or credit;

          we may lose Provo Mexico's current customers or employees;

          new management may not work smoothly with existing employees or
          customers;

          the assimilation of new operations, sites and personnel could divert
          resources from existing operations;

          management may be unable to operate successfully in an international
          environment; and

          we may have trouble instituting and maintaining uniform standards,
          controls, procedures and policies.

     We can make no assurances that we will be able to successfully integrate
acquired businesses or operations that we have acquired, including Provo Mexico,
or that we may acquire in the future. In addition, we may not achieve the
anticipated benefits from our acquisitions. If we fail to achieve the
anticipated benefits from such acquisitions, we may incur increased expenses and
experience a shortfall in our anticipated revenues and we may not obtain a
satisfactory return on our investment.

WE HAVE A HISTORY OF LOSSES PRIOR TO THE ACQUISITION OF PROVO MEXICO AND
ANTICIPATE THAT WE MAY INCUR LOSSES IN THE FUTURE

                                       18



     Since our inception and prior to our acquisition of Provo Mexico, we have
incurred significant losses. For the years ended December 31, 2001 and 2002, our
net losses were $7,029,287 and $787,525, respectively. Although Provo Mexico has
been a profitable company for a number of years, we have little experience as a
combined company and we may not be able to achieve profitability as a combined
business. Moreover, we intend to engage in additional strategic acquisitions in
the future. Future acquisitions may reduce our profitability. We can make no
assurances that we will achieve or sustain profitability as a combined company
or generate sufficient operating income to meet our working capital, capital
expenditure and debt service requirements, and if we are unable to do so, this
would have a material adverse effect on our business, financial condition and
results of operations.

WE MAY NOT REALIZE ANTICIPATED OPERATING EFFICIENCIES, WHICH COULD HURT OUR
PROFITABILITY.

     As a result of our acquisition of Provo Mexico, we expect to improve our
operations by reducing costs, expanding services and integrating administrative
functions. We may not realize these operating efficiencies or may not realize
them as soon as anticipated. If we do not realize operating efficiencies as
anticipated, our profitability may be adversely affected.

UNANTICIPATED COSTS RELATING TO OUR ACQUISITION OF PROVO COULD REDUCE OUR FUTURE
RESULTS OF OPERATIONS.

     We believe that we have reasonably estimated the likely costs of
integrating our historic operations with those of Provo Mexico. However, the
possibility exists that unexpected future operating expenses such as increased
personnel costs or increased taxes, as well as other types of unanticipated
adverse developments, could have a material adverse effect on the results of
operations and financial condition of the combined company. If unexpected costs
are incurred, the acquisition could adversely affect our results of operations
and earnings per share.

WE HAVE INCURRED AND WILL CONTINUE TO INCUR SIGNIFICANT TRANSACTION EXPENSES AND
INTEGRATION-RELATED COSTS IN CONNECTION WITH OUR ACQUISITION OF PROVO MEXICO

     We expect to incur charges to operations to reflect costs associated with
combining the operations of the two companies. Some of these costs will be
expenses subsequent to the consummation of that acquisition and will adversely
affect the results of the combined company and could adversely impact the market
price of our common stock. In connection with the acquisition transaction, we
and Provo Mexico incurred expenses of approximately $500,000.
Integration-related costs will be recognized as those actions take place
subsequent to our acquisition of Provo Mexico. There can be no assurance that
realization of efficiencies anticipated from the integration of the businesses,
will offset additional expenses in the near term, or at all.

RISKS RELATED TO OUR STOCK

OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR ABILITY TO RUN OUR
BUSINESS

     Our total outstanding indebtedness as of December 31, 2003 was
approximately $8.6 million, substantially all of which was secured indebtedness.
Of this amount, we were obligated to pay 40,000,000 pesos ($3,628,777 at the
current exchange rate) to Telmex on December 31, 2003. We are currently in
negotiations with Telmex to restructure these debts so that they are payable
within a longer term. We lack the funds to pay these obligations when they
become due. If we cannot generate sufficient cash flow or otherwise obtain the
funds necessary to make required payments on our indebtedness, or if we
otherwise fail to comply with the various covenants governing our indebtedness,
we will be in default under the terms of our indebtedness. If we are in default,
the holders of certain of our indebtedness may accelerate the maturity of the
specific indebtedness which could cause us to default on other debt obligations.
In addition, if we are in default, Telmex may suspend delivery of prepaid
calling cards to us.

     Therefore, in order to satisfy our debt obligations, we are currently
pursuing additional sources of financing, including potential sources for debt

                                       19



and equity financing (or a combination of the two), and are exploring the
possibility of selling some of our assets (such as our dial-up subscriber base),
so that we will have sufficient funds to pay our debts as they become due. There
can be no assurance, however, that such financing will be available on terms
that are acceptable to us, or on any terms. Our ability to arrange financing and
the cost of the financing will depend on many factors including:

          general economic and capital markets conditions;

          conditions in the retail, telecommunications and Internet industries;

          regulatory developments;

          investor confidence and credit availability from banks and other
          lenders;

          the success of our business plan; and

          tax and securities laws that affect raising capital.

     If we cannot obtain the additional funding we require, we will make
substantial reductions in the scope and size of our operations, in order to
conserve cash until such funding is obtained. We also may be required to seek
protection under the bankruptcy laws.

WE HAVE A SIGNIFICANT NUMBER OF OUTSTANDING OPTIONS AND WARRANTS WHICH COULD
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND COULD INTERFERE WITH OUR
ABILITY TO RAISE CAPITAL IN THE FUTURE

     As of January 31. 2004, we had outstanding options and warrants to purchase
5,490,800 shares of our common stock at exercise prices ranging from $0.01 to
$12.75 per share. To the extent that the outstanding options or warrants are
exercised, dilution to the percentage of ownership of our stockholders will
occur. Any sales in the public market of the shares underlying such options and
warrants may adversely affect prevailing market prices for our common stock.
Moreover, the terms upon which we will be able to obtain additional equity
capital may be adversely affected, since the holders of outstanding options and
warrants can be expected to exercise them at a time when we would in all
likelihood be able to obtain any needed capital on terms more favorable to us
than those provided in the outstanding options and warrants.

CONVERSION OF THE SERIES E CONVERTIBLE PREFERRED STOCK WILL RESULT IN
SUBSTANTIAL DILUTION

     The 86,555 outstanding shares of Series E convertible preferred stock are
convertible into a total of 8,655,500 shares of common stock (after giving
effect to the proposed two-for-three reverse stock split which took effect on
January 30, 2004). Holders of common stock will therefore experience dilution of
their investment as a result of the conversion of the Series E convertible
preferred stock.

OUR STOCK PRICE HAS BEEN VOLATILE AND FUTURE SALES OF SUBSTANTIAL NUMBERS OF OUR
SHARES COULD HAVE AN ADVERSE AFFECT ON THE MARKET PRICE OF OUR SHARES

     The market price of our common stock has been and is expected to continue
to be highly volatile. Factors, including announcements of technological
innovations by us or other companies, regulatory matters, new or existing
products or procedures, concerns about our financial position, operating
results, litigation, government regulation, developments or disputes relating to
agreements, patents or proprietary rights, may have a significant impact on the
market price of our stock. In addition, potential dilutive effects of future
sales of shares of common stock by stockholders and by the company, including
Fusion Capital pursuant to this prospectus and subsequent sale of common stock
by the holders of warrants and options could have an adverse effect on the
prices of our securities.

     The price of our common stock may continue to fluctuate in response to a

                                       20



number of events and factors, such as:

          our ability to maintain and increase our profitability;

          changes in revenues and expense levels;

          the amount of our cash resources and our ability to obtain additional
          funding;

          our ability to service our debt;

          announcements of new lines of business, business developments,
          technological innovations or new products by us or our competitors;

          changes in government regulation; and

          the success of the integration of past and future acquisitions.

     Any of these events may cause the price of our shares to fall, which may
adversely affect our business and financing opportunities. In addition, the
stock market in general and the market prices for Internet companies in
particular have experienced significant volatility that often has been unrelated
to the operating performance or financial conditions of such companies. These
broad market and industry fluctuations may adversely affect the trading price of
our stock, regardless of our operating performance or prospects.

FUTURE SALES OF OUR STOCK BY INSIDERS MAY ADVERSELY AFFECT OUR STOCK PRICE

     Many of our outstanding shares are "restricted securities" under the
federal securities laws, and such shares are or will be eligible for sale
subject to restrictions as to timing, manner, volume, notice and the
availability of current public information regarding Provo International. A
significant majority of our common stock is held by the former stockholders of
Provo Mexico and by our founding management team. Sales of substantial amounts
of restricted stock in the public market or sales of stock by our insiders or
the perception that these sales could occur, could depress the prevailing market
price for all of our securities. Sales of substantial amounts of stock by these
stockholders in the public market may also make it more difficult for us to sell
equity securities or equity-related securities in the future at a time and price
that we deem appropriate and, to the extent these sales depress our common stock
price.

OUR STOCK MAY BE DELISTED FROM THE AMERICAN STOCK EXCHANGE, AND THAT COULD
AFFECT ITS MARKET PRICE AND LIQUIDITY

     We are required to meet certain financial tests to maintain the listing of
our common stock on the American Stock Exchange. If our stock price,
stockholders' equity, income or market cap were to fall below the standards set
by the exchange, we may not be able to maintain our American Stock Exchange
listing. If we do not remain listed on the American Stock Exchange, the market
price and liquidity of our common stock could be impaired. The delisting of our
common stock also could deter broker-dealers from making a market in or
otherwise generating interest in our common stock and could adversely affect our
ability to attract investors in our common stock and raise additional capital.
As a result of these factors, the value of our common stock could decline
significantly.

RISKS RELATED TO OPERATING IN FOREIGN MARKETS

OUR BUSINESS IN MEXICO PRESENTS UNIQUE ECONOMIC AND REGULATORY RISKS

     A significant portion of our assets and revenues are and will be located in
Mexico. Our business, therefore, is affected by prevailing conditions in the
Mexican economy and is, to a significant extent, vulnerable to economic
downturns and changes in government policies. The Mexican government exercises
significant influence over many aspects of the Mexican economy. Accordingly, the
Mexican government's actions and the policies established by legislative e,
executive or judicial authorities in Mexico may affect the Mexican economy. We
cannot assure you that future economic, political or diplomatic developments in
or affecting Mexico will not:

                                       21



          impair our business, results of operations, financial condition and
          liquidity (including our ability to obtain financing);

          materially and adversely affect the market price of our securities
          (including the shares of our common stock); or

          negatively affect our ability to meet our obligations.

WE OPERATE IN FOREIGN MARKETS AND ARE EXPOSED TO RISKS IN THOSE MARKETS THAT MAY
ADVERSELY AFFECT OUR PERFORMANCE

     Our growth strategy involves operations in several new international
markets. The following are certain risks inherent in doing business on an
international level, any of which could have a material adverse effect on our
business, financial condition and results of operations:

          regulatory limitations restricting or prohibiting us from providing
          our services or selling our products;

          unexpected changes in regulatory requirements, tariffs, customs,
          duties and other trade barriers;

          difficulties in staffing and managing foreign operations;

          political risks;

          fluctuations in currency exchange rates and restrictions on
          repatriation of earnings;

          delays from customers or government agencies;

          dependence upon local suppliers in international markets;

          potentially adverse tax consequences resulting from operating in
          multiple jurisdictions with different tax laws; and

          an economic downturn in the countries in which we expect to do
          business.

A MAJORITY OF OUR REVENUES ARE RECEIVED IN FOREIGN CURRENCIES. CHANGES IN
CURRENT EXCHANGE RATES COULD ADVERSELY AFFECT OUR BUSINESS

     We generate a majority of our revenues in currencies other than the U.S.
dollar, and thus are subject to fluctuations in exchange rates. We may become
subject to exchange control regulations that might restrict or prohibit the
conversion of our revenue into U.S. dollars. The occurrence of any such factors
could have a material adverse effect on our business, financial condition and
results of operations as well as our ability to service our dollar denominated
liabilities.

                                 USE OF PROCEEDS

     Assuming that all of the warrants held by selling stockholders are
exercised, we will realize proceeds of approximately $924,500, all of which will
be used for working capital. We have agreed to pay certain expenses in
connection with this offering, currently expected to be approximately $25,000.
We will not receive any of the proceeds from the sale of common stock by the
selling stockholders.


                                       22



                      DESCRIPTION OF CAPITAL STOCK
GENERAL

     We are currently authorized to issue 100,000,000 shares of common stock,
par value $.01 per share, and 2,000,000 shares of preferred stock, par value
$.01 per share. As of February 4, 2004, there were 31,482,779 shares of common
stock outstanding and 86,555 shares of Series E convertible preferred stock
outstanding.

COMMON STOCK

     The holders of our common stock are entitled to one vote for each share
held of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voting for the election of
directors can elect all of the directors then up for election. The holders of
common stock are entitled to receive dividends when, as and if declared by the
Board of Directors out of funds legally available therefore. In the event of
liquidation, dissolution or winding up of our company, the holders of common
stock are entitled to share in all assets remaining which are available for
distribution to them after payment of liabilities and after provision has been
made for each class of stock, if any, having preference over the common stock.
Holders of shares of common stock have no conversion, preemptive or other
subscription rights, and there are no redemption provisions applicable to the
common stock. All of the outstanding shares of common stock are, and the shares
of common stock issuable upon exercise of warrants held by selling stockholders
will be, fully paid and nonassessable.

PREFERRED STOCK

     We are authorized to issue 2,000,000 shares of preferred stock, par value
$.01 per share, from time to time in one or more series, in all cases ranking
senior to the common stock with respect to payment of dividends and in the event
of the liquidation, dissolution or winding-up of our company. The Board has the
power, without stockholder approval, to issue shares of one or more series of
preferred stock, at any time, for such consideration and with such relative
rights, privileges, preferences and other terms as the Board may determine,
including terms relating to dividend rates, redemption rates, liquidation
preferences and voting, sinking fund and conversion or other rights. The rights
and terms relating to any new series of preferred stock could adversely affect
the voting power or other rights of the holders of the common stock or could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of our company.

     As of the date of this prospectus, 86,555 shares of Series E convertible
preferred stock, and no other preferred stock, were outstanding.

SERIES E CONVERTIBLE PREFERRED STOCK RIGHTS AND PREFERENCES

     The Series E convertible preferred stock has designation, voting rights,
preferences, limitations and special rights as set forth in its Certificate of
Designation, filed with the Secretary of State of Delaware on November 5, 2003.
The following is a summary of the material terms of the Series E convertible
preferred stock.

     DIVIDENDS

     The holders of Series E convertible preferred stock are not entitled to
receive any dividends.

     LIQUIDATION PREFERENCE

                                       23



     Each share of Series E convertible preferred stock has a preference over
our common stock in all distributions upon liquidation. The liquidation
preference for the Series E convertible preferred stock is $0.01 per share of
Series E convertible preferred stock.

     CONVERSION RIGHTS

     Each share of Series E convertible preferred stock is subject to conversion
from time to time at the option of its holder into 100 shares of common stock
(after giving effect to the two-for-three reverse split of the common stock
which took effect on January 30, 2004), except that that no share of Series E
convertible preferred stock will be converted into common stock if as a result
of such conversion the shares of common stock issuable to the two former Provo
Mexico stockholders and any entity directly or indirectly controlled by them
upon such conversion would exceed 49.5% of the issued and outstanding common
stock upon the effectiveness of the conversion. On December 31, 2005 all of the
remaining Series E convertible preferred stock that can be converted to common
stock consistent with the 49.5% limitation will be mandatorily converted, and
thereafter any remaining Series E convertible preferred stock will remain
outstanding on a non-converting, non-voting basis.

     VOTING RIGHTS

     The holders of Series E convertible preferred stock are entitled to vote as
a separate class on certain corporate actions, including changes to our
certificate of incorporation and by-laws that would adversely affect the Series
E convertible preferred stock, amendments to the certificate of designation for
the Series E convertible preferred stock and the creation of senior or
equivalent shares of capital stock. On such matters, and any other matters on
which the holders of Series E convertible preferred stock are entitled under law
or our certificate of incorporation to vote as a separate class, each holder is
entitled to one vote for each share of Series E convertible preferred stock
held.

TRANSFER AGENT AND WARRANT AGENT

     The transfer agent and registrar for our common stock is American Stock
Transfer and Trust Company, 40 Wall Street, New York, New York 10005.

                                       24



                              SELLING STOCKHOLDERS

     The following  table sets forth certain  information as of February
12,  2003,  relating  to the selling  stockholders.  None of the selling
stockholders  has ever held any  position  or office  with us or had any
material relationship with us.

                                SHARES BENEFICIALLY          SHARES BENEFICIALLY
                              OWNED PRIOR TO OFFERING           OWNED AFTER
                                                                 OFFERING(1)

NAME OF BENEFICIAL OWNER    NUMBER         PERCENT   SHARES   NUMBER  PERCENT
                                                     BEING
                                                    OFFERED


Alpha Capital              2,000,000(2)     6.0%    2,000,000    0       0
Aktiengesellschaft

Stonestreet Limited        1,200,000(3)     3.7%    1,200,000    0       0
Partnership

Congregation Mishkan         600,000(4)     1.9%      600,000    0       0
Sholom Inc.

Lucrative Investments        199,999(5)      *       1999,999    0       0

Berry-Shino Securities,      266,667(6)      *        266,667    0       0
Inc.

Scarborough Ltd.           1,983,334(7)     6.1%    1,983,334    0       0

IIG Equity Opportunities     500,000        1.6%      500,000    0       0
Fund, Ltd.




____________
(1)   Based on 31,482,779 shares outstanding.
(2)   Includes  1,333,333  shares which may be issued in accordance with
      the terms of a convertible  promissory  note,  and 666,667  shares
      issuable upon exercise of warrants.
(3)   Includes  800,000  shares which may be issued in  accordance  with
      the terms of a convertible  promissory  note,  and 400,000  shares
      issuable upon exercise of warrants.
(4)   Includes  400,000  shares which may be issued in  accordance  with
      the terms of a convertible  promissory  note,  and 200,000  shares
      issuable upon exercise of warrants.
(5)   Includes  133,333  shares which may be issued in  accordance  with
      the terms of a  convertible  promissory  note,  and 66,666  shares
      issuable upon exercise of warrants.
(6)   Includes 266,667 shares issuable upon exercise of warrants.
(7)   Includes 1,250,000 shares issuable upon exercise of warrants.
* Less than 1%





                        SUMMARY OF TRANSACTIONS

                                       25



THE OFFERING


     ALPHA CAPITAL AKTIENGESELLSCHAFT, STONESTREET LIMITED PARTNERSHIP,
     CONGREGATION MISHKAN SHOLOM INC., LUCRATIVE INVESTMENTS AND BERRY-SHINO
     SECURITIES, INC.

     On January 27, 2004, we entered into a series of simultaneous transactions
with Alpha Capital Aktiengesellschaft, Stonestreet Limited Partnership,
Congregation Mishkan Sholom Inc. and Lucrative Investments whereby we borrowed
an aggregate principal amount of $1,000,000 pursuant to the terms of four
convertible promissory notes. The notes each bear an interest rate of 8% per
annum. The entire principal and any unpaid interest is due on January 27, 2006.
The individual note holders have the right, at their option, on or prior to
January 27, 2006 to convert the principal amount of the note, together with all
accrued interest thereon in accordance with the provisions of and upon
satisfaction of the conditions contained in the note, into fully paid and
non-assessable shares of our common stock at a conversion price of $.25 per
share ($.38 after adjusting for the reverse split). Also in connection with this
sale, we issued the note holders warrants to acquire an aggregate of 2,000,000
shares of our common stock (1,333,333 shares after giving effect to the reverse
split which took effect on January 30, 2004) at an exercise price of $0.38. We
also issued Berry-Shino Securities, Inc., as placement agent, warrants to
acquire an aggregate of 400,000 shares of our common stock (266,667 shares after
giving effect to the reverse split which took effect on January 30, 2004) at an
exercise price of $0.38 ($.58 after adjusting for the reverse split).

     The convertible notes with each of the investors contains a provision which
prohibits the note holder from converting amounts due under the note which would
result in beneficial ownership by the note holder and its affiliates in excess
of 9.9% of our outstanding stock on the date of the conversion.

     The following table sets forth, with respect to each investor, the amount
due under the convertible promissory note and the number of shares issuable upon
exercise of warrants, after giving effect to the reverse split:

INVESTOR             PRINCIPAL AMOUNT OF CONVERTIBLE NOTE   SHARES ISSUABLE UPON
                                                            EXERCISE OF WARRANTS

Alpha Capital Aktiengesellschaft     $500,000                   666,667

Stonestreet Limited Partnership      $300,000                   400,000

Congregation Mishkan Sholom Inc.     $150,000                   200,000

Lucrative Investments                 $50,000                    66,666
                                     ----------------------------------
TOTAL                              $1,000,000                 1,333,333

     Since the conversion price of the convertible notes was less than the
market price of the common stock at the time of issuance, we will allocate a
portion of the proceeds to the conversion feature, and the resulting discount
will be amortized as additional interest expense. In addition, the value of the
warrants issued with the convertible promissory notes will be recorded as
additional interest expense over the life of the convertible notes.


                                       26



     IIG EQUITY OPPORTUNITES FUND, LTD.


     On April 2, 2003, we entered into a bridge financing whereby we borrowed
$550,000 from IIG Equity Opportunities Fund, Ltd., an unaffiliated lender. The
loan was evidenced by a secured promissory note that bore interest at the rate
of 14% per annum and was secured by substantially all of our assets.

     The promissory note was repayable at the earlier of July 2, 2003 or upon
our obtaining financing collateralized by Provo Mexico's accounts receivable. On
June 25, 2003, we amended this agreement to extend its due date from July 2,
2003 to August 1, 2003. On September 23, 2003, we repaid $125,000 and amended
this agreement to extend its due date from July 2, 2003 to October 3, 2003. In
November 2003, we repaid an additional $100,000 due under the note and entered
into an agreement with the noteholder to extend the term of the note to December
31, 2004.

     On January 27, 2004, we entered into a pay-off agreement with IIG Equity
whereby IIG Equity agreed to accept payment of $226,453.64 in cash and 500,000
shares of our common stock (on a post-reverse split basis) as payment in full
satisfaction of the remaining amount due under the note. As further
consideration for the pay-off agreement, we entered into a Registration Rights
Agreement with IIG Equity which obligates us to file a registration statement
covering the 500,000 shares of our common stock issued to IIG Equity as partial
repayment of the note.

     SCARBOROUGH LTD.

     On November 24, 2003, we entered into a subscription agreement with
Scarborough Ltd in which we sold 1,666,666 shares of our common stock for
$500,000. Pursuant to the subscription agreement, we also issued 750,000
warrants exerciseable at $.01 per share to Scarborough Ltd. as additional
consideration (the "A Warrants"). The A Warrants are exerciseable at the option
of the holder for a period of three years. We also issued to Scarborough Ltd.
with a warrant to purchase an additional 1,666,666 shares (on a post-split
basis) of our common stock at a purchase price of $0.30 per share (the "B
Warrants"). The B Warrants are exerciseable within forty-five days of the
effectiveness of this registration statement. Upon exercise of the B Warrants,
we will also issue Scarborough Ltd. an additional 1,250,000 warrants (on a
post-split basis) exerciseable at $0.01 per share (the "B2 Warrants"). The B
Warrants and the B2 Warrants are only exerciseable if our shareholders approve
the terms of the B Warrants and the B2 Warrants.

     On January 27, 2004, we amended the terms of the B Warrants to extend the
exercise date to February 15, 2004, and to clarify that upon exercise of all or
any portion of the B Warrant, the B2 Warrant must be issued.

     On January 30, 2004, we amended the terms of the B Warrants to provide for
the purchase of 2,400,000 shares of our common stock on a post-split basis at a
purchase price of $0.25 per share.

                              PLAN OF DISTRIBUTION

     Sales of the shares may be made from time to time by the selling
stockholders. Such sales may be made on the American Stock Exchange, in another
over-the-counter market, on a national securities exchange, any of which may
involve crosses and block transactions, in privately negotiated transactions or
otherwise or in a combination of such transactions at prices and at terms then
prevailing or at prices related to the then current market price, or at
privately negotiated prices. In addition, any shares covered by this prospectus
which qualify for sale pursuant to Section 4(1) of the Securities Act of 1933 or
Rule 144 promulgated thereunder may be sold under such provisions rather than
pursuant to this prospectus. Without limiting the generality of the foregoing,
the shares may be sold in one or more of the following types of transactions:

     o    a block trade in which the broker-dealer so engaged will attempt to
          sell the shares as agent but may position and resell a portion of the
          block as principal to facilitate the transaction;

                                       27



     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its account pursuant to this prospectus;

     o    an exchange distribution in accordance with the rules of such
          exchange;

     o    ordinary brokerage transactions and transactions in which the broker
          solicits purchasers; and

     o    face-to-face transactions between sellers and purchasers without a
          broker-dealer. In effecting sales, brokers or dealers engaged by the
          selling stockholders may arrange for other brokers or dealers to
          participate in the resale.

     Brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from selling stockholders in amounts to be negotiated
in connection with the sale. Such brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales and any such commission, discount or concession may be deemed to
be underwriting discounts or commissions under the Securities Act of 1933.
Compensation to be received by broker-dealers retained by the selling
stockholders in excess of usual and customary commissions, will, to the extent
required, be set forth in a supplement to this prospectus. Any dealer or broker
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including a supplement, to any person who purchases any
of the shares from or through such dealer or broker.

     During such time as they may be engaged in a distribution of the shares the
selling stockholders are required to comply with Regulation M promulgated under
the Securities Exchange Act of 1934. With certain exceptions, Regulation M
precludes any selling stockholder, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire distribution
is complete. Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that
security. All of the foregoing may affect the marketability of the common stock.

     It is possible that a significant number of shares may be sold and,
accordingly, such sales or the possibility thereof may have a depressive effect
on the market price of our common stock.


                                  LEGAL MATTERS

     Amy Wagner-Mele, our Executive Vice President and General Counsel, will
pass upon the validity of the common stock.

                                     EXPERTS

     Our financial statements as of December 31, 2002 and for the two years then
ended incorporated by reference in this prospectus have been included in
reliance upon the report of Goldstein Golub Kessler LLP, independent certified
public accountants, given upon the authority of that firm as experts in
accounting and auditing.

     The financial statements of Proyecciones y Ventas Organizadas, S. A. de C.
V. incorporated by reference in this Prospectus have been audited by BDO
Hernandez Marron y Cia., S.C., independent certified public accountants, to the

                                       28



extent and for the periods set forth in their report incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.

                                       29



                         WHERE YOU CAN FIND INFORMATION

     Provo International, Inc. has filed with the SEC, a Registration Statement
with respect to the securities offered by this prospectus. This prospectus,
filed as part of such Registration Statement, does not contain all of the
information set forth in, or annexed as exhibits to, the Registration Statement,
portions of which have been omitted in accordance with the rules and regulations
of the SEC. For further information with respect to Provo International, Inc.
and this offering, reference is made to the Registration Statement, including
exhibits filed therewith, which may be read and copied at the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its
regional offices: 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and 7 World Trade Center, 13th Floor, New York, New York 10048. You
can obtain copies of these materials at prescribed rates from the Public
Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. Our electronic filings made through the SEC's
electronic data gathering, analysis and retrieval system are publicly available
through the SEC's worldwide web site (http://www.sec.gov).

                                       30



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

We have not authorized  any dealer,
salesperson or other person to give
any   information   or  represent
anything   not   contained  in  this
prospectus.  You  must  not  rely                   6,750,000 Shares
on any  unauthorized  information  or
representations.  This  prospectus
does  not  offer  to sell or buy any
shares in any  jurisdiction  where it
is unlawful.  The  information  in
this prospectus is current only as
of its date.

                                                 PROVO INTERNATIONAL, INC.
           TABLE OF CONTENTS
                                    Page
                                    ----
Incorporation of Certain Documents
by Reference.....................     4
Prospectus Summary...............     4
The Business.....................     5                Common Stock
The Offering.....................    13
Risk Factors.....................    14
Use of Proceeds..................    22
Description of Capital Stock.....    23
Selling Stockholders.............    25
Plan of Distribution.............    27                ----------
Legal Matters....................    28
Experts..........................    28                PROSPECTUS
Where You Can Find Information...    29
                                                       ----------

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













                                                   ________________, 2004




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

                                       31




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

SEC registration                     $513.10

Printing and engraving costs        2,000.00

Legal fees and expenses            10,000.00

Accounting fees and expenses       10,000.00

Miscellaneous                        2486.90

    Total                         $25,000.00



ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "DGCL") contains
the provisions entitling the Registrant's directors and officers to
indemnification from judgments, fines, amounts paid in settlement, and
reasonable expenses (including attorney's fees) as the result of an action or
proceeding in which they may be involved by reason of having been a director or
officer of the Registrant. In its Certificate of Incorporation, the Registrant
has included a provision that limits, to the fullest extent now or hereafter
permitted by the DGCL, the personal liability of its directors to the Registrant
or its stockholders for monetary damages arising from a breach of their
fiduciary duties as directors. Under the DGCL as currently in effect, this
provision limits a director's liability except where such director (i) breaches
his duty of loyalty to the Registrant or its stockholders, (ii) fails to act in
good faith or engages in intentional misconduct or a knowing violation of law,
(iii) authorizes payment of an unlawful dividend or stock purchase or redemption
as provided in Section 174 of the DGCL, or (iv) obtains an improper personal
benefit. This provision does not prevent the Registrant or its stockholders from
seeking equitable remedies, such as injunctive relief or rescission. If
equitable remedies are found not to be available to stockholders in any
particular case, stockholders may not have any effective remedy against actions
taken by directors that constitute negligence or gross negligence.

     The Certificate of Incorporation also includes provisions to the effect
that (subject to certain exceptions) the Registrant shall, to the maximum extent
permitted from time to time under the law of the State of Delaware, indemnify,
and upon request shall advance expenses to, any director or officer to the
extent that such indemnification and advancement of expenses is permitted under
such law, as may from time to time be in effect. In addition, the By-Laws
require the Registrant to indemnify, to the full extent permitted by law, any
director, officer, employee or agent of the Registrant for acts which such
person reasonably believes are not in violation of the Registrant's corporate
purposes as set forth in the Certificate of Incorporation. At present, the DGCL
provides that, in order to be entitled to indemnification, an individual must
have acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the Registrant's best interests.

                                       32



     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any charter provision, by-law, contract, arrangement,
statute or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 16. EXHIBITS.



 EXHIBIT             DESCRIPTION OF DOCUMENT
 NUMBER    NOTES     DOCUMENT
 ------    -----     -----------------------

   5.1     A         Opinion of Amy Wagner-Mele

   10.1    B         Employment Agreements with Messrs. Stephen Cole-Hatchard
                     and Nicko Feinberg

   10.2    C         Employment Agreement with Vasan Thatham

   10.3    D         2001 Stock Incentive Plan

   10.4    B         1997 Stock Option Plan of the Company

   10.5    B         Office Lease between Registrant and Glorious Sun Robert
                     Martin LLC

   10.6    C         Amendment No. 1 to Office Lease

   10.7    C         Amendment No. 2 to office Lease

   10.8    E         Asset Purchase Agreement dated June 20, 2000 among
                     Frontline Communications Corp., Delanet, Inc., Michael
                     Brown and Donald McIntire

   10.9    E         Settlement Agreement dated June 20, 2002 among
                     Frontline Communications Corp., Delanet, Inc., Michael
                     Brown and Donald McIntire

   10.10   F         Addendum to Amended and Restated Stock Purchase Agreement
                     between Frontline Communications Corporation, Proyecciones
                     y Ventas Organizadas, S.A., Ventura Martinez Del Rio, Sr.
                     and Ventura Martinez Del Rio, Jr., dated April 3, 2003

  10.11    F         Registration Rights Agreement dated April 3, 2003 between
                     Frontline Communications, Ventura Martinez Del Rio, Sr.,
                     and Ventura Martinez Del Rio, Jr.

  10.12    F         Security Agreement dated April 3, 2002 between Frontline
                     Communications, Ventura Martinez Del Rio, Sr. and Ventura
                     Martinez Del Rio, Jr.

  10.13    F         Secured Promissory Note dated April 3, 2002 between
                     Frontline Communications, Ventura Martinez Del Rio, Sr. and
                     Ventura Martinez Del Rio, Jr.

  10.14    F         Term Loan and Security Agreement among Frontline
                     Communications, Proyecciones y Ventas Organizadas, S.A.,
                     and IIG Equity Opportunities Fund Ltd.

  10.15    F         Pledge Agreement between Stephen J. Cole-Hatchard, Nicko
                     Feinberg, Elizabeth Feinberg and IIG Equity Opportunities
                     Fund Ltd. Dated April 3, 2003

  10.16    F         Registration Rights Agreement between Frontline
                     Communications Corporation and IIG Equity Opportunities
                     Fund Ltd dated April 3, 2003

  10.17    F         Limited guarantee agreement dated April 3, 2003 between
                     Stephen J. Cole-Hatchard And IIG Equity Opportunities Fund
                     Ltd dated April 3, 2002

  10.18    F         Mortgage by Stephen J. Cole-Hatchard in favor of IIG Equity
                     Opportunities Fund Ltd dated April 3, 2003

  10.19    F         Mortgage and Security Agreement by Stephen J. Cole-Hatchard
                     in favor of IIG Equity Opportunities Fund Ltd. dated
                     April 3, 2003

  10.20    F         Subordination Agreement between 8% Promissory Note Holders
                     and IIG Equity Opportunities Fund Ltd. dated April 3, 2003

  10.21    H         Common Stock Purchase Agreement dated as of July 1, 2003
                     between the Registrant and Fusion Capital, LLC

  10.22    H         Stock Purchase Agreement dated as of August 1, 2003 between
                     the Registrant and William Ritger

  10.23    H         Registration Rights Agreement dated as of August 1, 2003
                     between the Registrant and William Ritger

  10.24    H         Warrant issued by the Registrant to William Ritger dated
                     August 1, 2003

  10.25    H         General Release dated as of March 27, 2003 between the
                     Registrant and Delanet, Inc.

  10.26    H         Stock Purchase Agreement dated As of September 16, 2003
                     between the Registrant And Platinum Partners Value
                     Arbitrage Fund, LP

  10.27    H         Registration Rights Agreement dated as of September 16,
                     2003 between the Registrant and Platinum Partners Value
                     Arbitrage Fund, LP

  10.28    H         Warrant agreement dated as of September 16, 2003 between
                     the Registrant to Platinum Partners Value Arbitrage Fund,
                     LP.

  10.29    H         Subscription Agreement dated as of June 2, 2002 between the
                     Registrant and James Nicholson
 
  10.30    H         Warrant agreement dated as of June 2, 2002 between the
                     Registrant and James Nicholson

  10.31    H         Subscription Agreement dated as of November 24, 2003
                     between the Registrant and Scarborough, Ltd.

  10.32    H         Warrant Agreement dated as of November 24, 2003 between the
                     Registrant and Scarborough, Ltd.

  10.33    H         Warrant Agreement dated as of November 24, 2003 between the
                     Registrant and Scarborough, Ltd.
  
  10.34    A         Subscription Agreement dated January 27, 2004 between the
                     Registrant and Alpha Capital Aktiengesellschaft,
                     Stonestreet Limited Partnership, Congregation Mishkan
                     Sholom and Lucrative Investments

  10.35    A         Convertible Note dated January 27, 2004 issued to Alpha
                     Capital Aktiengesellschaft

  10.36    A         Warrant agreement dated January 27,2004 issued to Alpha
                     Capital Aktiengesellschaft

  10.37    A         Convertible Note dated January 27, 2004 issued to
                     Stonestreet Limited Partnership
                     
  10.38    A         Warrant agreement dated January 27,2004 issued to
                     Stonestreet Limited Partnership

  10.39    A         Convertible Note dated January 27, 2004 issued to
                     Congregation Mishkan Sholom 

  10.40    A         Warrant agreement dated January 27, 2004 issued to
                     Congregation Mishkan Sholom 
                    
  10.41    A         Convertible Note dated January 27, 2004 issued to Lucrative
                     Investments

  10.42    A         Warrant Agreement dated January 27, 2004 issued to 
                     Lucrative Investments

  10.43    A         Warrant Agreement dated January 27, 2004 issued to 
                     Berry-Shino Securities, Inc.

  10.44    A         Collateral Agreement dated January 27, 2004 between Provo
                     International Inc., Alpha Capital Aktiengesellschaft, 
                     Stonestreet Limited Partnership,
                     Congregation Mishkan Sholom and Lucrative Investments

  10.45    A         Security Agreement dated January 27, 2004 between Provo 
                     International Inc., Alpha Capital Aktiengesellschaft, 
                     Stonestreet Limited Partnership, Congregation Mishkan 
                     Sholom and Lucrative Investments

  10.46    A         Side Letter dated January 27, 2004 between the Registrant
                     and Scarborough Ltd.

  10.47    A         Amended B2-1 Warrant issued to Scarborough Ltd.

  10.48    A         Amended Common Stock Purchase Warrant issued to Scarborough
                     Ltd.

  10.49    A         Amended A-1 Warrant issued to Scarborough Ltd.

  10.50    A         Registration Rights Agreement between the Registrant and
                     IIG Equity Opportunities Fund, Ltd.

  21.1     A         Subsidiaries of the Registrant

  23.1     A         Consent of Goldstein Golub Kessler LLP

  23.2     A         Consent of BDO Hernandex and Marron, y Cia.

  23.3     A         Consent of Amy Wagner-Mele (included in Exhibit 5.1)

  24.1     A         Power of Attorney (included on the Signature page)

________________________________

A    Filed herewith.

B    Incorporated  by  reference  to the  applicable  exhibit  contained  in the
     Company's Registration Statement on Form SB-2 (file no. 333-34115).

C    Incorporated  by  reference  to the  applicable  exhibit  contained  in the
     Company's Registration Statement on Form SB-2 (file no. 333-92969).

D    Incorporated  by  reference  to Appendix B to the  Registrant's  definitive
     proxy statement on Schedule 14A with the SEC on July 3, 2001.

E    Incorporated  by  reference  to the  applicable  exhibit  contained  in the
     Company's Current Report on Form 8-K dated June 20, 2002.

F    Incorporated  by  reference  to the  applicable  exhibit  contained  in the
     Company's  Annual  Report on Form  10-KSB for the year ended  December  31,
     2002.

G    Incorporated  by  reference  to the  applicable  exhibit  contained  in the
     Company's  definitive proxy statement on Schedule 14A filed with the SEC on
     November 13, 2003

H    Incorporated  by  reference  to the  applicable  exhibit  contained  in the
     Company's Registration Statement on Form S-3 declared effective on December
     17, 2003.


ITEM 17.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act; and

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement; and

           (iii) To include any material information with respect to
      the plan of distribution not previously disclosed in the
      registration statement or any material change to such information
      in the registration statement;

provided,  however,  that  paragraphs  (i) and (ii)  above  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to




     Section 13 and Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

     (2) That, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Pearl River, State of New York, on February 17, 2004.

                                  PROVO INTERNATIONAL, INC.

                                  By:/s/ Stephen J. Cole-Hatchard
                                  -------------------------------
                                  Stephen J. Cole-Hatchard
                                  Chief Executive Officer
                                  (Principal Executive Officer)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Stephen J. Cole-Hatchard as his or her
attorney-in-fact, with full power of substitution for him in any and all
capacities, to sign any and all amendments to this registration statement,
including, but not limited to, post-effective amendments and any and all new
registration statements filed pursuant to Rule 462 under the Securities Act of
1933 in connection with or related to the offer contemplated by this
registration statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorney to said registration statement and any and all amendment
thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature                            Title                       Date

/s/ VENTURA MARTINEZ DEL RIO, SR.    Chairman of the Board       February
---------------------------------                                17, 2004
Ventura Martinez Del Rio, Sr.

/s/ STEPHEN J. COLE-HATCHARD         Chief Executive Officer     February
----------------------------         and Director                17, 2004
Stephen J. Cole-Hatchard             (Principal Executive Officer)

/s/ NICKO FEINBERG                   President-U.S. Operations   February
------------------                   and Director                17, 2004
Nicko Feinberg

/s/ VASAN THATHAM                    Chief Financial Officer     February
-----------------                    and Vice President          17, 2004
Vasan Thatham                        (Principal Financial and
                                     Accounting Officer)

/s/ VENTURA MARTINEZ DEL RIO, JR.    President-Mexico            February
---------------------------------    Operations and Director     17, 2004
Ventura Martinez Del Rio, Sr.


/s/ RONALD C. SIGNORE                Director                    February
---------------------                                            17, 2004
Ronald C. Signore

/s/ JESUS RODRIGUEZ                  Director                    February
-------------------                                              17, 2004
Jesus Rodriguez

/s/ MIGUEL MADERO                    Director                    February
-----------------                                                17, 2004
Miguel Madero




/s/ JAIME MARTI                      Director                    February
---------------                                                  17, 2004
Jamie Marti

/s/ CARLOS BELLO                     Director                    February
----------------                                                 17, 2004
Carlos Bello






Exhibit 5.1

February 17, 2004

Provo International, Inc.
One Blue Hill Plaza
7th Floor
Pearl River, NY  10965


     Re:    Form S-3 Registration Statement
            -------------------------------

Gentlemen:

     I am providing this opinion in connection with  Registration  Statement No.
333-_______ of Frontline Communications Corporation (the "Company"), on Form S-3
(the  "Registration  Statement"),  filed under the  Securities  Act of 1933,  as
amended.  Capitalized terms used herein without definition have the meanings set
forth in the Registration Statement.

     The  Registration  Statement  relates to  1,233,334  shares of common stock
previously  issued by the Company  2,850,000  shares of common stock issuable by
the Company upon exercise of redeemable  warrants and 2,666,666 shares of common
stock issuable pursuant to the terms of four convertible promissory notes.

     I have  examined (i) the Company's  Certificate  of  Incorporation  and its
By-Laws, each as amended to date; and (ii) such other documents and records as I
have deemed necessary in order to render this opinion.

     Based on the  foregoing,  it is my opinion  that the shares of common stock
previously issued by the Company referenced above were duly authorized,  validly
issued,  fully paid and nonassessable by the Company. It is also my opinion
 that
the  shares  of  common  stock  issuable  upon the  exercise  of the  redeemable
warrants,  when  issued  and  paid  for in  accordance  with  the  terms  of the
redeemable warrants, will be validly issued, fully paid and nonassessable by the
Company.

     I consent (i) to the use of this opinion as an exhibit to the  Registration
Statement and (ii) to the reference to my name under the caption "Legal Matters"
in the Prospectus.

                                   Very truly yours,

                                   /s/
                                   Amy Wagner-Mele
                                   Executive Vice President and General Counsel



EXHIBIT 10.34

                             SUBSCRIPTION AGREEMENT
                             ----------------------

         THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of January 27,
2004, by and among Provo International Inc., a Delaware corporation (the
"Company"), and the subscribers identified on the signature page hereto (each a
"Subscriber" and collectively "Subscribers").

         WHEREAS, the Company and the Subscribers are executing and delivering
this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D
("Regulation D") as promulgated by the United States Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933
Act").

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the
Subscribers, as provided herein, and the Subscribers, in the aggregate, shall
purchase One Million Two Hundred Thousand Dollars ($1,200,000) (the "Purchase
Price") of principal amount of secured 8% promissory notes of the Company
("Note" or "Notes") convertible into shares of the Company's common stock, $.01
par value (the "Common Stock") at a per share conversion price of twenty-five
cents ($.25) ("Conversion Price"); and share purchase
 warrants (the "Warrants"),
in the form attached hereto as EXHIBIT A, to purchase shares of Common Stock
(the "Warrant Shares"). The Notes, shares of Common Stock issuable upon
conversion of the Notes (the "Shares"), the Warrants and the Warrant Shares are
collectively referred to herein as the "Securities"; and

         WHEREAS, the aggregate proceeds of the sale of the Notes and the
Warrants contemplated hereby shall be held in escrow pursuant to the terms of a
Funds Escrow Agreement to be executed by the parties substantially in the form
attached hereto as EXHIBIT B (the "Escrow Agreement").

         NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the Subscribers hereby
agree as follows:

                  1. Closing. Subject to the satisfaction or waiver of the terms
and conditions of this Agreement, on the Closing Date, each Subscriber shall
purchase and the Company shall sell to each Subscriber a Note in the principal
amount designated on the signature page hereto. The aggregate amount of the
Notes to be purchased by the Subscribers on the Closing Date shall, in the
aggregate, be equal to the Purchase Price. The Closing Date shall be the date
that subscriber funds representing the net amount due the Company from the
Purchase Price is transmitted by wire transfer or otherwise to or for the
benefit of the Company.

                  2. Security Interest. The Subscribers will be granted a
security interest in all the assets of the Company to be memorialized in a
Security Agreement. The Company will execute such other agreements, documents
and financing statements to be filed at the Company's expense with such
jurisdictions, states and counties designated by the Subscribers. The Company
will also execute all such documents reasonably necessary in the opinion of
Subscriber to memorialize and further protect the security interest described
herein. A form of Security Agreement is annexed hereto as EXHIBIT C. The



                                       1




Subscribers will appoint a Collateral Agent to represent them collectively in
connection with the security interest to be granted in the Company's assets. The
appointment will be pursuant to a Collateral Agent Agreement, a form of which is
annexed hereto as EXHIBIT D.

                  3. Warrants. On the Closing Date, the Company will issue
Warrants to the Subscribers. One (1) Warrant will be issued for each two Shares
that would be issuable upon conversion of the Notes. The per Warrant Share
exercise price to acquire a Warrant Share upon exercise of a Warrant shall be
equal to the closing price of the Common Stock on the trading day preceding the
Closing Date, as reported by Bloomberg L.P. for the American Stock Exchange
("Amex"). The Warrants shall be exercisable for five years after the Closing
Date. The exercise price of the Warrants issuable shall be equitably adjusted to
offset the effect of stock splits, stock dividends, pro rata distributions of
property or equity interests to the Company's shareholders, after the date of
this Agreement. The entire Purchase Price shall be deemed allocated to the
Common Stock.

                  4. Subscriber's Representations and Warranties. Each
Subscriber hereby represents and warrants to and agrees with the Company as to
such Subscriber that:

                        (a) Information on Company. The Subscriber has been
furnished with or has obtained from the EDGAR Website of the Securities and
Exchange Commission (the "Commission") the Company's Form 10-KSB for the year
ended December 31, 2002 as filed with the Commission, together with all
subsequently filed Forms 10-QSB, 8-K, and filings made with the Commission
available at the EDGAR website (hereinafter referred to collectively as the
"Reports"). In addition, the Subscriber has received in writing from the Company
such other information concerning its operations, financial condition and other
matters as the Subscriber has requested in writing (such other information is
collectively, the "Other Written Information"), and considered all factors the
Subscriber deems material in deciding on the advisability of investing in the
Securities.

                        (b) Information on Subscriber. The Subscriber is, and
will be at the time of the conversion of the Notes and exercise of any of the
Warrants, an "accredited investor", as such term is defined in Regulation D
promulgated by the Commission under the Securities Act of 1933, as amended (the
"1933 Act"), is experienced in investments and business matters, has made
investments of a speculative nature and has purchased securities of United
States publicly-owned companies in private placements in the past and, with its
representatives, has such knowledge and experience in financial, tax and other
business matters as to enable the Subscriber to utilize the information made
available by the Company to evaluate the merits and risks of and to make an
informed investment decision with respect to the proposed purchase, which
represents a speculative investment. The Subscriber has the authority and is
duly and legally qualified to purchase and own the Securities. The Subscriber is
able to bear the risk of such investment for an indefinite period and to afford
a complete loss thereof. The information set forth on the signature page hereto
regarding the Subscriber is accurate.

                        (c) Purchase of Notes and Warrants. On the Closing Date,
the Subscriber will purchase the Notes and Warrants as principal for its own
account and not with a view to any distribution thereof.

                        (d) Compliance with Securities Act. The Subscriber
understands and agrees that the Securities have not been registered under the
1933 Act or any applicable state securities laws, by reason of their issuance in
a transaction that does not require registration under the 1933 Act (based in
part on the accuracy of the representations and warranties of Subscriber
contained herein), and that such Securities must be held indefinitely unless a
subsequent disposition is registered under the 1933 Act or any


                                       2





applicable state securities laws or is exempt from such registration. In any
event, and subject to compliance with applicable securities laws, the Subscriber
may enter into hedging transactions with third parties, which may in turn engage
in short sales of the Securities in the course of hedging the position they
assume and the Subscriber may also enter into short positions or other
derivative transactions relating to the Securities, or interests in the
Securities, and deliver the Securities, or interests in the Securities, to close
out their short or other positions or otherwise settle short sales or other
transactions, or loan or pledge the Securities, or interests in the Securities,
to third parties that in turn may dispose of these Securities.

                        (e) Shares Legend. The Shares and the Warrant Shares
shall bear the following or similar legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD,
                  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
                  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
                  UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE
                  SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO PROVO INTERNATIONAL INC. THAT SUCH
                  REGISTRATION IS NOT REQUIRED."
                  
                        (f) Warrants Legend. The Warrants shall bear the
following or similar legend:

                  "THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON
                  EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
                  WARRANT AND THE COMMON SHARES ISSUABLE UPON
                  EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED
                  FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
                  OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
                  WARRANT UNDER SAID ACT OR ANY APPLICABLE STATE
                  SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO PROVO INTERNATIONAL INC. THAT SUCH
                  REGISTRATION IS NOT REQUIRED."

                        (g) Note Legend. The Note shall bear the following
legend:

                  "THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
                  CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
                  NOTE AND THE COMMON SHARES ISSUABLE UPON
                  CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
                  FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
                  OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
                  NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL
                  REASONABLY SATISFACTORY TO PROVO INTERNATIONAL
                  INC. THAT SUCH REGISTRATION IS NOT REQUIRED."


                                       3




                        (h) Communication of Offer. The offer to sell the
Securities was directly communicated to the Subscriber by the Company. At no
time was the Subscriber presented with or solicited by any leaflet, newspaper or
magazine article, radio or television advertisement, or any other form of
general advertising or solicited or invited to attend a promotional meeting
otherwise than in connection and concurrently with such communicated offer.

                        (i) Authority; Enforceability. This Agreement and other
agreements delivered together with this Agreement or in connection herewith have
been duly authorized, executed and delivered by the Subscriber and are valid and
binding agreements enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally and to general principles of equity; and Subscriber has full corporate
power and authority necessary to enter into this Agreement and such other
agreements and to perform its obligations hereunder and under all other
agreements entered into by the Subscriber relating hereto.

                        (j) Correctness of Representations. Each Subscriber
represents as to such Subscriber only that the foregoing representations and
warranties are true and correct as of the date hereof and will be true and
correct as of each closing date and unless a Subscriber otherwise notifies the
Company prior to any closing date, shall be true and correct as of such closing
dates. The foregoing representations and warranties shall survive the Closing
Date for a period of three (3) years.

                  5. Company Representations and Warranties. The Company
represents and warrants to and agrees with each Subscriber that:

                        (a) Due Incorporation. The Company and each of its
subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of the respective jurisdictions of their incorporation
and have the requisite corporate power to own their properties and to carry on
their business as now being conducted. The Company and each of its subsidiaries
is duly qualified as a foreign corporation to do business and is in good
standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have a material
adverse effect on the business, operations or financial condition of the
Company.

                        (b) Outstanding Stock. All issued and outstanding shares
of capital stock of the Company and each of its subsidiaries has been duly
authorized and validly issued and are fully paid and non-assessable.

                        (c) Authority; Enforceability. This Agreement, the
Notes, the Warrants, the Escrow Agreement and any other agreements delivered
together with this Agreement or in connection herewith have been duly
authorized, executed and delivered by the Company and are valid and binding
agreements enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights generally and
to general principles of equity; and the Company has full corporate power and
authority necessary to enter into this Agreement, the Notes, the Warrants, the
Escrow Agreement and such other agreements delivered together with this
Agreement or in connection herewith and to perform its obligations hereunder and
under all other agreements entered into by the Company relating hereto.

                        (d) Additional Issuances. There are no outstanding
agreements or preemptive or similar rights affecting the Company's common stock
or equity and no outstanding rights, warrants or options to acquire, or
instruments convertible into or exchangeable for, or agreements or


                                       4




understandings with respect to the sale or issuance of any shares of common
stock or equity of the Company or other equity interest in any of the
subsidiaries of the Company except as described on SCHEDULE 5(D), or the
Reports.

                        (e) Consents. No consent, approval, authorization or
order of any court, governmental agency or body or arbitrator having
jurisdiction over the Company, or any of its affiliates, the Amex, the National
Association of Securities Dealers, Inc., Nasdaq, SmallCap Market, the OTC
Bulletin Board nor the Company's Shareholders is required for the execution and
compliance by the Company of its obligations under this Agreement, and all other
agreements entered into or to be entered into by the Company relating hereto,
including, without limitation, the issuance and sale of the Securities, and the
performance of the Company's obligations hereunder and under all such other
agreements.

                        (f) No Violation or Conflict. Assuming the
representations and warranties of the Subscribers in Section 4 are true and
correct, neither the issuance and sale of the Securities nor the performance of
the Company's obligations under this Agreement and all other agreements entered
into by the Company relating hereto by the Company will:

                             (i) violate, conflict with, result in a breach of,
or constitute a default (or an event which with the giving of notice or the
lapse of time or both would be reasonably likely to constitute a default) under
(A) the articles of incorporation, charter or bylaws of the Company, (B) to the
Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation
or determination applicable to the Company of any court, governmental agency or
body, or arbitrator having jurisdiction over the Company or any of its
subsidiaries or over the properties or assets of the Company or any of its
affiliates, (C) the terms of any bond, debenture, note or any other evidence of
indebtedness, or any agreement, stock option or other similar plan, indenture,
lease, mortgage, deed of trust or other instrument to which the Company or any
of its affiliates or subsidiaries is a party, by which the Company or any of its
affiliates or subsidiaries is bound, or to which any of the properties of the
Company or any of its affiliates or subsidiaries is subject, or (D) the terms of
any "lock-up" or similar provision of any underwriting or similar agreement to
which the Company, or any of its affiliates or subsidiaries is a party except
the violation, conflict, breach, or default of which would not have a material
adverse effect on the Company; or

                             (ii) result in the creation or imposition of any
lien, charge or encumbrance upon the Securities or any of the assets of the
Company, its subsidiaries or any of its affiliates; or

                             (iii) will not result in the activation of any
anti-dilution rights or a reset or repricing of any debt or security instrument
of any other debtor or equity holder of the Company.

                        (g) The Securities. The Securities upon issuance:

                             (i) are, or will be, free and clear of any security
interests, liens, claims or other encumbrances, subject to restrictions upon
transfer under the 1933 Act and any applicable state securities laws;

                             (ii) have been, or will be, duly and validly
authorized and on the date of conversion of the Notes, and upon exercise of the
Warrants, the Shares and Warrant Shares respectively, will be duly and validly
issued, fully paid and nonassessable (and if registered pursuant to the 1933
Act, and resold pursuant to an effective registration statement will be free
trading and unrestricted, provided that each Subscriber complies with the
prospectus delivery requirements of the 1933 Act);


                                       5




                             (iii) will not have been issued or sold in
violation of any preemptive or other similar rights of the holders of any
securities of the Company; and

                             (iv) will not subject the holders thereof to
personal liability by reason of being such holders.

                        (h) Litigation. There is no pending or, to the best
knowledge of the Company, threatened action, suit, proceeding or investigation
before any court, governmental agency or body, or arbitrator having jurisdiction
over the Company, or any of its affiliates that would affect the execution by
the Company or the performance by the Company of its obligations under this
Agreement, and all other agreements entered into by the Company relating hereto.
Except as disclosed on SCHEDULE 5(H) or in the Reports, there is no pending or,
to the best knowledge of the Company, threatened action, suit, proceeding or
investigation before any court, governmental agency or body, or arbitrator
having jurisdiction over the Company, or any of its affiliates which litigation
if adversely determined could have a material adverse effect on the Company.

                        (i) Reporting Company. The Company is a publicly-held
company subject to reporting obligations pursuant to Sections 15(d) and 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Company's
$.01 par value common stock is registered pursuant to Section 12(g) of the 1934
Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed
all reports and other materials required to be filed thereunder with the
Commission during the preceding twelve months.

                        (j) No Market Manipulation. The Company has not taken,
and will not take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in stabilization or manipulation of
the price of the Common Stock of the Company to facilitate the sale or resale of
the Securities or affect the price at which the Securities may be issued or
resold.

                        (k) Information Concerning Company. The Reports contain
all material information relating to the Company and its operations and
financial condition as of their respective dates which information is required
to be disclosed therein. Since the date of the financial statements included in
the Reports, and except as modified in the Other Written Information or in the
Schedules hereto, there has been no material adverse change in the Company's
business, financial condition or affairs not disclosed in the Reports. The
Reports do not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances when made.

                        (l) Stop Transfer. The Securities, when issued, will be
restricted securities. The Company will not issue any stop transfer order or
other order impeding the sale, resale or delivery of any of the Securities,
except as may be required by any applicable federal or state securities laws and
unless contemporaneous notice of such instruction is given to the Subscriber.

                        (m) Defaults. Each of the Company and its subsidiaries
is not in violation of its Articles of Incorporation or ByLaws. Except as set
forth in SCHEDULE 5(M), the Company and each of its subsidiaries are (i) not in
default under or in violation of any other material agreement or instrument to
which it is a party or by which it or any of its properties are bound or
affected, which default or violation would have a material adverse effect on the
Company or a subsidiary of the Company, (ii) not in default with respect to any
order of any court, arbitrator or governmental body or subject to or party to
any order of any court or governmental authority arising out of any action, suit
or proceeding under any statute or other law respecting antitrust, monopoly,
restraint of trade, unfair competition or similar matters, or (iii) to its


                                       6




knowledge in violation of any statute, rule or regulation of any governmental
authority which violation would have a material adverse effect on the Company or
a subsidiary of the Company.

                        (n) No Integrated Offering. Neither the Company, nor any
of its subsidiaries or affiliates, nor any person acting on its or their behalf,
has directly or indirectly made any offers or sales of any security or solicited
any offers to buy any security under circumstances that would cause the offer
and/or sale of the Securities pursuant to this Agreement to be integrated with
prior offerings by the Company for purposes of the 1933 Act or any applicable
stockholder approval provisions, including, without limitation, under the rules
and regulations of the Amex. Nor will the Company or any of its affiliates or
subsidiaries take any action or steps that would cause the offer and/or sale of
the Securities to be integrated with other offerings. The Company will not
conduct any offering other than the transactions contemplated hereby that will
be integrated with the offer or issuance of the Securities.

                        (o) No General Solicitation. Neither the Company, nor
any of its affiliates, nor to its knowledge, any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the 1933 Act) in connection with the
offer or sale of the Securities.

                        (p) Listing. The Company's common stock is listed on the
Amex. The Company has not received any oral or written notice that its common
stock will be delisted from the Amex nor that its common stock does not meet all
requirements for the continuation of such quotation. The Company satisfies the
requirements for the continued listing of its common stock on the Amex.

                        (q) No Undisclosed Liabilities. The Company has no
liabilities or obligations which are material, individually or in the aggregate,
which are not disclosed in the Reports and Other Written Information, other than
those incurred in the ordinary course of the Company's businesses since
September 30, 2003 and which, individually or in the aggregate, would reasonably
be expected to have a material adverse effect on the Company's financial
condition, other than as set forth in SCHEDULE 5(Q).

                        (r) No Undisclosed Events or Circumstances. Since
September 30, 2003, no event or circumstance has occurred or exists with respect
to the Company or its businesses, properties, operations or financial condition,
that, under applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in the Reports. 

                        (s) Capitalization. The authorized and outstanding
capital stock of the Company as of the date of this Agreement and the Closing
Date are set forth on SCHEDULE 5(S). Except as set forth in the Reports and
Other Written Information and SCHEDULE 5(D), there are no options, warrants, or
rights to subscribe to, securities, rights or obligations convertible into or
exchangeable for or giving any right to subscribe for any shares of capital
stock of the Company. All of the outstanding shares of Common Stock of the
Company have been duly and validly authorized and issued and are fully paid and
nonassessable.

                        (t) Dilution. The Company's executive officers and
directors have studied and fully understand the nature of the Securities being
sold hereby and recognize that they have a potential dilutive effect on the
equity holdings of other holders of the Company's equity or rights to receive
equity of the Company. The board of directors of the Company has concluded, in
its good faith business judgment, that such issuance is in the best interests of
the Company. The Company specifically acknowledges that its obligation to issue
the Shares upon conversion of the Note and exercise of the Warrants is binding
upon the Company and enforceable, except as otherwise described in this
Subscription 


                                       7




Agreement or the Note, regardless of the dilution such issuance may
have on the ownership interests of other shareholders of the Company or parties
entitled to receive equity of the Company.

                        (u) No Disagreements with Accountants and Lawyers.
Except as set forth on SCHEDULE 5(U), there are no disagreements of any kind
presently existing, or reasonably anticipated by the Company to arise, between
the accountants and lawyers formerly or presently employed by the Company,
including but not limited to disputes or conflicts over payment owed to such
accountants and lawyers.

                        (v) Investment Company. The Company is not, and is not
an Affiliate (as defined in Rule 405 under the 1933 Act) of, an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.
(w) S-3 Eligibility. The Company currently meets, and will use commercially
reasonable efforts to take all necessary action to continue to meet, the
"registrant requirements" set forth in the General Instruction I.A. to Form S-3.

                        (x) Correctness of Representations. The Company
represents that the foregoing representations and warranties are true and
correct as of the date hereof and will be true and correct as of each closing
date, and unless the Company otherwise notifies the Subscribers prior to any
closing date, shall be true and correct as of such closing dates. The foregoing
representations and warranties shall survive the Closing Date for a period of
three (3) years.

                  6. Regulation D Offering. The offer and issuance of the
Securities to the Subscribers is being made pursuant to the exemption from the
registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6)
of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each
closing date, the Company will provide an opinion reasonably acceptable to
Subscriber from the Company's legal counsel opining on the availability of an
exemption from registration under the 1933 Act as it relates to the offer and
issuance of the Securities. A form of the legal opinion is annexed hereto as
EXHIBIT E. The Company will provide, at the Company's expense, such other legal
opinions in the future as are reasonably necessary for the conversion of the
Notes and exercise of the Warrants and resale of the Shares and Warrant Shares.

                  7.1. Conversion of Note.

                        (a) Upon the conversion of the Note or part thereof, the
Company shall, at its own cost and expense, take all necessary action, including
obtaining and delivering, an opinion of counsel to assure that the Company's
transfer agent shall issue stock certificates in the name of Subscriber (or its
nominee) or such other persons as designated by Subscriber and in such
denominations to be specified at conversion representing the number of shares of
common stock issuable upon such conversion. The Company warrants that no
instructions other than these instructions have been or will be given to the
transfer agent of the Company's Common Stock and that, unless waived by the
Subscriber, the Shares will be free-trading, and freely transferable, and will
not contain a legend restricting the resale or transferability of the Shares
provided the Shares are being sold pursuant to an effective registration
statement covering the Shares or are otherwise exempt from registration.

                        (b) Subscriber will give notice of its decision to
exercise its right to convert the Note or part thereof by telecopying an
executed and completed Notice of Conversion (a form of which is annexed to
EXHIBIT A to the Note) to the Company via confirmed telecopier transmission or
otherwise pursuant to Section 13(a) of this Agreement. The Subscriber will not
be required to surrender the Note until the Note has been fully converted or
satisfied. Each date on which a Notice of Conversion is


                                       8




telecopied to the Company in accordance with the provisions hereof shall be
deemed a Conversion Date. The Company will itself or cause the Company's
transfer agent to transmit the Company's Common Stock certificates representing
the Shares issuable upon conversion of the Note to the Subscriber via express
courier for receipt by such Subscriber within three (3) business days after
receipt by the Company of the Notice of Conversion (the "Delivery Date"). In the
event the Shares are electronically transferable, then delivery of the Shares
must be made by electronic transfer provided request for such electronic
transfer has been made by the Subscriber. A Note representing the balance of the
Note not so converted will be provided by the Company to the Subscriber if
requested by Subscriber, provided the Subscriber delivers an original Note to
the Company. To the extent that a Subscriber elects not to surrender a Note for
reissuance upon partial payment or conversion, the Subscriber hereby indemnifies
the Company against any and all loss or damage attributable to a third-party
claim in an amount in excess of the actual amount then due under the Note.

                        (c) The Company understands that a delay in the delivery
of the Shares in the form required pursuant to Section 7 hereof, or the
Mandatory Redemption Amount described in Section 7.2 hereof, beyond the Delivery
Date or Mandatory Redemption Payment Date (as hereinafter defined) could result
in economic loss to the Subscriber. As compensation to the Subscriber for such
loss, the Company agrees to pay to the Subscriber for late issuance of Shares in
the form required pursuant to Section 7 hereof upon Conversion of the Note in
the amount of $100 per business day after the Delivery Date for each $10,000 of
Note principal amount being converted, of the corresponding Shares which are not
timely delivered. The Company shall pay any payments incurred under this Section
in immediately available funds upon demand. Furthermore, in addition to any
other remedies which may be available to the Subscriber, in the event that the
Company fails for any reason to effect delivery of the Shares by the Delivery
Date or make payment by the Mandatory Redemption Payment Date, the Subscriber
will be entitled to revoke all or part of the relevant Notice of Conversion or
rescind all or part of the notice of Mandatory Redemption by delivery of a
notice to such effect to the Company whereupon the Company and the Subscriber
shall each be restored to their respective positions immediately prior to the
delivery of such notice, except that late payment charges described above shall
be payable through the date notice of revocation or rescission is given to the
Company.

                        (d) Nothing contained herein or in any document referred
to herein or delivered in connection herewith shall be deemed to establish or
require the payment of a rate of interest or other charges in excess of the
maximum permitted by applicable law. In the event that the rate of interest or
dividends required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Company to the Subscriber and thus refunded to the
Company.

                  7.2. Mandatory Redemption at Subscriber's Election. In the
event the Company is prohibited from issuing Shares, or fails to timely deliver
Shares on a Delivery Date, or upon the occurrence of any other Event of Default
(as defined in the Note or in this Agreement) or for any reason other than
pursuant to the limitations set forth in Section 7.3 hereof, then at the
Subscriber's election, the Company must pay to the Subscriber ten (10) business
days after request by the Subscriber or on the Delivery Date (if requested by
the Subscriber) at the Subscriber's election, a sum of money determined by (i)
multiplying up to the outstanding principal amount of the Note designated by the
Subscriber by 130%, or (ii) multiplying the number of Shares otherwise
deliverable upon conversion of an amount of Note principal and/or interest
designated by the Subscriber (with the date of giving of such designation being
a Deemed Conversion Date) at the then Conversion Price that would be in effect
on the Deemed Conversion Date by the highest closing price of the Common Stock
on the principal market for the period commencing on the Deemed Conversion Date
until the day prior to the receipt of the Mandatory Redemption Payment,
whichever is greater, together with accrued but unpaid interest thereon
("Mandatory Redemption


                                       9




Payment"). The Mandatory Redemption Payment must be received by the Subscriber
on the same date as the Company Shares otherwise deliverable or within ten (10)
business days after request, whichever is sooner ("Mandatory Redemption Payment
Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note
principal and interest will be deemed paid and no longer outstanding.

                  7.3. Maximum Conversion. The Subscriber shall not be entitled
to convert on a Conversion Date that amount of the Note in connection with that
number of shares of Common Stock which would be in excess of the sum of (i) the
number of shares of common stock beneficially owned by the Subscriber and its
affiliates on a Conversion Date, and (ii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Subscriber and its affiliates of more than 9.99% of
the outstanding shares of common stock of the Company on such Conversion Date.
For the purposes of the provision to the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
Subject to the foregoing, the Subscriber shall not be limited to aggregate
conversions of only 9.99% and aggregate conversion by the Subscriber may exceed
9.99%. The Subscriber may void the conversion limitation described in this
Section 7.3 upon and effective after (sixty-one) 61 days prior written notice to
the Company. The Subscriber may allocate which of the equity of the Company
deemed beneficially owned by the Subscriber shall be included in the 9.99%
amount described above and which shall be allocated to the excess above 9.99%.

                  7.4. Injunction - Posting of Bond. In the event a Subscriber
shall elect to convert a Note or part thereof or exercise the Warrant in whole
or in part, the Company may not refuse conversion or exercise based on any claim
that such Subscriber or any one associated or affiliated with such Subscriber
has been engaged in any violation of law, or for any other reason, unless, an
injunction from a court, on notice, restraining and or enjoining conversion of
all or part of said Note or exercise of all or part of said Warrant shall have
been sought and obtained and the Company has posted a surety bond for the
benefit of such Subscriber in the amount of 130% of the amount of the Note, or
aggregate purchase price of the Warrant Shares which are subject to the
injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to such Subscriber to the extent Subscriber obtains judgment.

                  7.5. Buy-In. In addition to any other rights available to the
Subscriber, if the Company fails to deliver to the Subscriber such shares
issuable upon conversion of a Note by the Delivery Date and if ten (10) days
after the Delivery Date the Subscriber purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by
such Subscriber of the Common Stock which the Subscriber anticipated receiving
upon such conversion (a "Buy-In"), then the Company shall pay in cash to the
Subscriber (in addition to any remedies available to or elected by the
Subscriber) the amount by which (A) the Subscriber's total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (B) the aggregate principal and/or interest amount of the Note
for which such conversion was not timely honored, together with interest thereon
at a rate of 15% per annum, accruing until such amount and any accrued interest
thereon is paid in full (which amount shall be paid as liquidated damages and
not as a penalty). For example, if the Subscriber purchases shares of Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted conversion of $10,000 of note principal and/or interest, the
Company shall be required to pay the Subscriber $1,000, plus interest. The
Subscriber shall provide the Company written notice indicating the amounts
payable to the Subscriber in respect of the Buy-In.

                  7.6 Adjustments. The Conversion Price and amount of Shares
issuable upon conversion of the Notes shall be adjusted to offset the effect of
stock splits, stock dividends, pro rata


                                       10




distributions of property or equity interests to the Company's shareholders and
similar events.

                  7.7. Redemption. The Company may not redeem or call the Note
without the consent of the holder of the Note.

                  8. Legal Fee/Escrow Agent and Broker's Fee.

                        (a) Legal Fee. The Company shall pay to Grushko &
Mittman, P.C., a fee of $20,000 ("Legal Fees") as reimbursement for services
rendered to Subscribers in connection with this Agreement and the purchase and
sale of the Notes and Warrants (the "Offering") and acting as Escrow Agent for
the Offering. Five Thousand Dollars ($5,000) of the Legal Fees shall be payable
prior to Closing by delivery to Grushko & Mittman, P.C. of 40,000_Shares of the
Company's Common Stock. The holder of such Common Stock is granted the same
registration rights with respect to such Shares as the Subscribers are granted
in connection with the Shares and such Common Stock is included in the
definition of Registrable securities set forth in Section 10.1 of this
Agreement.

                        (b) Broker's Fee. The Company on the one hand, and each
Subscriber (for himself only) on the other hand, agree to indemnify the other
against and hold the other harmless from any and all liabilities to any persons
claiming brokerage commissions or broker's fees other than Berry-Shino
Securities, Inc. ("Broker") on account of services purported to have been
rendered on behalf of the indemnifying party in connection with this Agreement
or the transactions contemplated hereby and arising out of such party's actions.
Anything to the contrary in this Agreement notwithstanding, each Subscriber is
providing indemnification only for such Subscriber's own actions and not for any
action of any other Subscriber. Each Subscriber's liability hereunder is several
and not joint. The Company agrees that it will pay the Broker a fee equal to ten
percent (10%) of the Purchase Price ("Broker's Fees") and ten percent (10%) of
the cash proceeds received by the Company from Warrant exercise ("Warrant
Exercise Compensation"). The Warrant Exercise Compensation shall be payable to
the Broker within ten (10) days after receipt of Warrant exercise proceeds by
the Company. The Broker will also receive on the Closing Date, one (1) Warrant
for each five (5) Warrants issued to the Subscribers ("Broker's Warrants"). The
Broker's Warrants will be identical to the Warrants except that the "Purchase
Price" as defined in the Broker's Warrants shall be $.25 per Warrant Share. The
Company represents that there are no other parties entitled to receive fees,
commissions, or similar payments in connection with the Offering except the
Broker. All the representations, covenants, warranties, undertakings, remedies,
liquidated damages, indemnification, and other rights including but not limited
to registration rights made or granted to or for the benefit of the Subscribers
are hereby also made and granted to the Broker in respect of the Broker's
Warrants and Warrant Shares issuable upon exercise of the Broker's Warrants.
References herein to Warrants and Warrant Shares shall include Broker's Warrants
and Warrant Shares issuable upon exercise of the Broker's Warrants.

                  9. Covenants of the Company. The Company covenants and agrees
with the Subscribers as follows:

                        (a) Stop Orders. The Company will advise the
Subscribers, promptly after it receives notice of issuance by the Commission, a
court, any state securities commission or any other regulatory authority of any
stop order or of any order preventing or suspending any offering of any
securities of the Company, or of the suspension of the qualification of the
Common Stock of the Company for offering or sale in any jurisdiction, or the
initiation of any proceeding for any such purpose.

                        (b) Listing. The Company shall promptly secure the
listing of the Shares and Warrant Shares upon each national securities exchange,
or quotation system, if any, upon which shares of


                                       11




common stock are then listed (subject to official notice of issuance) and shall
maintain such listing so long as any Securities are outstanding. The Company
will maintain the listing of its Common Stock on the Amex, Nasdaq SmallCap
Market, Nasdaq National Market System, OTC Bulletin Board, or New York Stock
Exchange (whichever of the foregoing is at the time the principal trading
exchange or market for the Common Stock [the "Principal Market"]), and will
comply in all respects with the Company's reporting, filing and other
obligations under the bylaws or rules of the Principal Market, as applicable.
The Company will provide the Subscribers copies of all notices it receives
notifying the Company of the threatened and actual delisting of the Common Stock
from any Principal Market. As of the date of this Agreement and the Closing
Date, the Amex is and will be the Principal Market.

                  (c) Market Regulations. The Company shall notify the
Commission, the Principal Market and applicable state authorities, in accordance
with their requirements, of the transactions contemplated by this Agreement, and
shall take all other necessary action and proceedings as may be required and
permitted by applicable law, rule and regulation, for the legal and valid
issuance of the Securities to the Subscribers and promptly provide copies
thereof to Subscriber.

                  (d) Reporting Requirements. From the date of this Agreement
and until at least two (2) years after the sooner of (i) the actual
effectiveness ("Actual Effective Date") of the Registration Statement, or until
all the Shares and Warrant Shares have been resold pursuant to the Registration
Statement, the Company will (i) comply in all respects with its reporting and
filing obligations under the 1934 Act, (ii) comply with all reporting
requirements that are applicable to an issuer required to file reports pursuant
to Section 13 and Section 15(d) of the 1934 Act, and (iii) comply with all
requirements related to any registration statement filed pursuant to this
Agreement. The Company will use its best efforts not to take any action or file
any document (whether or not permitted by the 1933 Act or the 1934 Act or the
rules thereunder) to terminate or suspend such registration or to terminate or
suspend its reporting and filing obligations under said acts until the later of
two (2) years after the Actual Effective Date. Until the earlier of the resale
of the Shares and the Warrant Shares by each Subscriber or at least two (2)
years after the Warrants have been exercised, the Company will use its best
efforts to continue the listing or quotation of the Common Stock on the
Principal Market and will comply in all respects with the Company's reporting,
filing and other obligations under the bylaws or rules of the Principal Market.
The Company agrees to file a Form D with respect to the Securities as required
under Regulation D and to provide a copy thereof to each Subscriber promptly
after such filing.

                  (e) Use of Proceeds. The Company undertakes to use the
proceeds of the Subscribers' funds for the purposes set forth on SCHEDULE 9(E)
hereto. A deviation from the use of proceeds set forth on SCHEDULE 9(E) of more
than 10% per item or more than 20% in the aggregate shall be deemed a material
breach of the Company's obligations hereunder. Except as set forth on SCHEDULE
9(E), the Purchase Price may not and will not be used for accrued and unpaid
officer and director salaries, payment of financing related debt, redemption of
outstanding redeemable notes or equity instruments of the Company nor non-trade
obligations outstanding on the Closing Date.

                  (f) Reservation. The Company undertakes to reserve, pro rata
on behalf of each holder of a Note or Warrant, from its authorized but unissued
common stock, at all times that Notes or Warrants remain outstanding, a number
of common shares equal to not less than 200% of the amount of common shares
necessary to allow each such holder at all times to be able to convert all such
outstanding Notes held by such holder, and one common share for each Warrant
Share. Failure to have sufficient shares reserved pursuant to this Section 9(f)
for three (3) consecutive business days or ten (10) days in the aggregate during
any 365 day period shall be an Event of Default under the Note.


                                       12




                  (g) Taxes. From the date of this Agreement until two (2) years
after the Closing Date, the Company will promptly pay and discharge, or cause to
be paid and discharged, when due and payable, all lawful taxes, assessments and
governmental charges or levies imposed upon the income, profits, property or
business of the Company; provided, however, that any such tax, assessment,
charge or levy need not be paid if the validity thereof shall currently be
contested in good faith by appropriate proceedings and if the Company shall have
set aside on its books adequate reserves with respect thereto, and provided,
further, that the Company will pay all such taxes, assessments, charges or
levies forthwith upon the commencement of proceedings to foreclose any lien
which may have attached as security therefore.

                  (h) Insurance. From the date of this Agreement until two (2)
years after the Closing Date, the Company will keep its assets which are of an
insurable character insured by financially sound and reputable insurers against
loss or damage by fire, explosion and other risks customarily insured against by
companies in the Company's line of business, in amounts sufficient to prevent
the Company from becoming a co-insurer and not in any event less than 100% of
the insurable value of the property insured; and the Company will maintain, with
financially sound and reputable insurers, insurance against other hazards and
risks and liability to persons and property to the extent and in the manner
customary for companies in similar businesses similarly situated and to the
extent available on commercially reasonable terms.

                  (i) Books and Records. From the date of this Agreement until
two (2) years after the Closing Date, the Company will keep true records and
books of account in which full, true and correct entries will be made of all
dealings or transactions in relation to its business and affairs in accordance
with generally accepted accounting principles applied on a consistent basis.

                  (j) Governmental Authorities. From the date of this Agreement
until two (2) years after the Closing Date, the Company shall duly observe and
conform in all material respects to all valid requirements of governmental
authorities relating to the conduct of its business or to its properties or
assets.

                  (k) Intellectual Property. From the date of this Agreement
until two (2) years after the Closing Date, the Company shall maintain in full
force and effect its corporate existence, rights and franchises and all licenses
and other rights to use intellectual property owned or possessed by it and
reasonably deemed to be necessary to the conduct of its business.

                  (l) Properties. From the date of this Agreement until two (2)
years after the Closing Date, the Company will keep its properties in good
repair, working order and condition, reasonable wear and tear excepted, and from
time to time make all needful and proper repairs, renewals, replacements,
additions and improvements thereto; and the Company will at all times comply
with each provision of all leases to which it is a party or under which it
occupies property if the breach of such provision could reasonably be expected
to have a material adverse effect.

                  (m) Confidentiality. From the date of this Agreement until two
(2) years after the Closing Date, the Company agrees that it will not disclose
publicly or privately the identity of the Subscribers unless expressly agreed to
in writing by a Subscriber or only to the extent required by law and then only
upon ten (10) days prior notice to Subscriber.

                  (n) Blackout. The Company undertakes and covenants that until
the first to occur of (i) the registration statement described in Section
11.1(iv) having been effective for one hundred and eighty (180) business days,
or (ii) until all the Shares and Warrant Shares have been resold pursuant to


                                       13




said registration statement, the Company will not enter into any acquisition,
merger, exchange or sale or other transaction that could have the effect of
delaying the effectiveness of any pending registration statement, causing an
already effective registration statement to no longer be effective or current,
or require the filing of an amendment to an already effective registration
statement.

                  (o) S-8. The Company will not file a Form S-8 with the
Commission during the Exclusion Period (as defined in Section 12(a) of the
Agreement) without the consent of the Subscriber except in connection with
employee stock option plans and attorney compensation.

              10. Covenants of the Company and Subscriber Regarding
Indemnification.

                  (a) The Company agrees to indemnify, hold harmless, reimburse
and defend the Subscribers, the Subscribers' officers, directors, agents,
affiliates, control persons, and principal shareholders, against any claim,
cost, expense, liability, obligation, loss or damage (including reasonable legal
fees) of any nature, incurred by or imposed upon the Subscriber or any such
person which results, arises out of or is based upon (i) any material
misrepresentation by Company or breach of any warranty by Company in this
Agreement or in any Exhibits or Schedules attached hereto, or other agreement
delivered pursuant hereto; or (ii) after any applicable notice and/or cure
periods, any breach or default in performance by the Company of any covenant or
undertaking to be performed by the Company hereunder, or any other agreement
entered into by the Company and Subscriber relating hereto.

                  (b) Each Subscriber agrees to indemnify, hold harmless,
reimburse and defend the Company and each of the Company's officers, directors,
agents, affiliates, control persons against any claim, cost, expense, liability,
obligation, loss or damage (including reasonable legal fees) of any nature,
incurred by or imposed upon the Company or any such person which results, arises
out of or is based upon (i) any material misrepresentation by such Subscriber in
this Agreement or in any Exhibits or Schedules attached hereto, or other
agreement delivered pursuant hereto; or (ii) after any applicable notice and/or
cure periods, any breach or default in performance by such Subscriber of any
covenant or undertaking to be performed by such Subscriber hereunder, or any
other agreement entered into by the Company and Subscribes relating hereto.

                  (c) In no event shall the liability of any Subscriber or
permitted successor hereunder or under any other agreement delivered in
connection herewith be greater in amount than the dollar amount of the net
proceeds received by such Subscriber upon the sale of Registrable Securities (as
defined herein) giving rise to such indemnification obligation.

                  (d) The procedures set forth in Section 11.6 shall apply to
the indemnifications set forth in Sections 10(a) and 10(b) above.

              11.1. Registration Rights. The Company hereby grants the following
registration rights to holders of the Securities.

                        (i) On one occasion, for a period commencing one hundred
and thirty-one (131) days after the Closing Date, but not later than three (3)
years after the Closing Date ("Request Date"), the Company, upon a written
request therefor from any record holder or holders of more than 50% of the
Shares issued and issuable upon conversion of the Notes and Warrant Shares
actually issued upon exercise of the Warrants shall prepare and file with the
Commission a registration statement under the 1933 Act covering the Shares and
Warrant Shares, including the Warrant Shares issuable upon exercise of the
Broker's Warrants (collectively "Registrable Securities") which are the subject
of such request. For purposes of Sections 11.1(i) and 11.1(ii), Registrable
Securities shall not include Securities which are


                                       14




registered for resale in an effective registration statement or included for
registration in a pending registration statement, or which have been issued
without further transfer restrictions after a sale or transfer pursuant to Rule
144 under the 1933 Act. In addition, upon the receipt of such request, the
Company shall promptly give written notice to all other record holders of the
Registrable Securities that such registration statement is to be filed and shall
include in such registration statement Registrable Securities for which it has
received written requests within ten (10) days after the Company gives such
written notice. Such other requesting record holders shall be deemed to have
exercised their demand registration right under this Section 11.1(i).

                        (ii) If the Company at any time proposes to register any
of its securities under the 1933 Act for sale to the public, whether for its own
account or for the account of other security holders or both, except with
respect to registration statements on Forms S-4, S-8 or another form not
available for registering the Registrable Securities for sale to the public,
provided the Registrable Securities are not otherwise registered for resale by
the Subscribers or Holder pursuant to an effective registration statement, each
such time it will give at least fifteen (15) days' prior written notice to the
record holder of the Registrable Securities of its intention so to do. Upon the
written request of the holder, received by the Company within ten (10) days
after the giving of any such notice by the Company, to register any of the
Registrable Securities not previously registered, the Company will cause such
Registrable Securities as to which registration shall have been so requested to
be included with the securities to be covered by the registration statement
proposed to be filed by the Company, all to the extent required to permit the
sale or other disposition of the Registrable Securities so registered by the
holder of such Registrable Securities (the "Seller"). In the event that any
registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an
underwritten public offering of common stock of the Company, the number of
shares of Registrable Securities to be included in such an underwriting may be
reduced by the managing underwriter if and to the extent that the Company and
the underwriter shall reasonably be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company
therein; provided, however, that the Company shall notify the Seller in writing
of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4
hereof, the Company may withdraw or delay or suffer a delay of any registration
statement referred to in this Section 11.1(ii) without thereby incurring any
liability to the Seller.

                        (iii) If, at the time any written request for
registration is received by the Company pursuant to Section 11.1(i), the Company
has determined to proceed with the actual preparation and filing of a
registration statement under the 1933 Act in connection with the proposed offer
and sale for cash of any of its securities for the Company's own account and the
Company actually does file such other registration statement, such written
request shall be deemed to have been given pursuant to Section 11.1(ii) rather
than Section 11.1(i), and the rights of the holders of Registrable Securities
covered by such written request shall be governed by Section 11.1(ii).

                        (iv) The Company shall file with the Commission not
later than seventy-five (75) days after the Closing Date (the "Filing Date"),
and cause to be declared effective within one hundred and thirty (130) days
after the Closing Date (the "Effective Date"), a Form S-3 registration statement
(the "Registration Statement") (or such other form that it is eligible to use)
in order to register the Registrable Securities for resale and distribution
under the 1933 Act. The Company will register not less than a number of shares
of common stock in the aforedescribed registration statement that is equal to
two hundred percent (200%) of the Shares issuable upon conversion of the Notes
(using the Conversion Price on the Closing Date or the trading day immediately
preceding the filing date of the Registration Statement, or any amendment
thereto; whichever results in the greatest number of registrable Shares, such
amount of Shares being included in the definition of Registrable Securities) and
one hundred percent (100%) of the Warrant Shares issuable upon exercise of the
Warrants. The Registrable Securities shall be reserved and set aside


                                       15




exclusively for the benefit of each Subscriber, and not issued, employed or
reserved for anyone other than each Subscriber. Such Registration Statement will
immediately be amended or additional registration statements will be immediately
filed by the Company as necessary to register additional shares of Common Stock
to allow the public resale of all Common Stock included in and issuable by
virtue of the Registrable Securities. No securities of the Company other than
the Registrable Securities will be included in the registration statement
described in this Section 11.1(iv) except as disclosed on Schedule 11.1, without
the written consent of Subscriber. A registration that is filed but withdrawn
prior to being declared effective shall be deemed not to have been filed for
purposes of this Section 11.1.

              11.2. Registration Procedures. If and whenever the Company is
required by the provisions of Section 11.1(i), 11.1(ii), or (iv) to effect the
registration of any shares of Registrable Securities under the 1933 Act, the
Company will, as expeditiously as possible:

                  (a) subject to the timelines provided in this Agreement,
prepare and file with the Commission a registration statement required by
Section 11, with respect to such securities and use its best efforts to cause
such registration statement to become and remain effective for the period of the
distribution contemplated thereby (determined as herein provided), and promptly
provide to the holders of Registrable Securities (the "Sellers") copies of all
filings and Commission letters of comment;

                  (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective
until such registration statement has been effective for a period of two (2)
years, and comply with the provisions of the 1933 Act with respect to the
disposition of all of the Registrable Securities covered by such registration
statement in accordance with the Seller's intended method of disposition set
forth in such registration statement for such period;

                  (c) furnish to the Seller, at the Company's expense, such
number of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus) as such persons reasonably may
request in order to facilitate the public sale or their disposition of the
securities covered by such registration statement;

                  (d) use its best efforts to register or qualify the Seller's
Registrable Securities covered by such registration statement under the
securities or "blue sky" laws of such jurisdictions as the Seller, provided,
however, that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction;

                  (e) if applicable, list the Registrable Securities covered by
such registration statement with any securities exchange on which the Common
Stock of the Company is then listed;

                  (f) immediately notify the Seller when a prospectus relating
thereto is required to be delivered under the 1933 Act, of the happening of any
event of which the Company has knowledge as a result of which the prospectus
contained in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and

                  (g) provided same would not be in violation of the provision
of Regulation FD under the 1934 Act, make available for inspection by the
Seller, and any attorney, accountant or other agent retained by the Seller or
underwriter, all publicly available, non-confidential financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers,


                                       16




directors and employees to supply all publicly available, non-confidential
information reasonably requested by the seller, attorney, accountant or agent in
connection with such registration statement.

                  11.3.   Provision  of  Documents.   In  connection  with  each
registration  described  in this  Section  11,  the Seller  will  furnish to the
Company in writing such information and  representation  letters with respect to
itself and the proposed  distribution by it as reasonably  shall be necessary in
order to assure compliance with federal and applicable state securities laws.

              11.4. Non-Registration Events. The Company and the Subscribers
agree that the Seller will suffer damages if any registration statement required
under Section 11.1(iv) above is not filed by the Filing Date and not declared
effective by the Commission by the Effective Date, and any registration
statement required under Section 11.1(i) or 11.1(ii) is not filed within sixty
(60) days after written request and declared effective by the Commission within
one hundred and twenty (120) days after such request, and maintained in the
manner and within the time periods contemplated by Section 11 hereof, and it
would not be feasible to ascertain the extent of such damages with precision.
Accordingly, if (i) the registration statement on Form SB-2 or such other form
described in Section 11.1(iv) is not filed on or before the Filing Date or is
not declared effective on or before the sooner of the Effective Date, or within
five (5) business days of receipt by the Company of a written or oral
communication from the Commission that the registration statement described in
Section 11.1(iv) will not be reviewed, (ii) if the registration statement
described in Sections 11.1(i) or 11.1(ii) is not filed within sixty (60) days
after such written request, or is not declared effective within one hundred and
twenty (120) days after such written request, or (iii) any registration
statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and
declared effective but shall thereafter cease to be effective (without being
succeeded immediately by an additional registration statement filed and declared
effective) for a period of time which shall exceed thirty (30) days in the
aggregate per year (defined as a period of three hundred and sixty-five days
commencing on the date the Registration Statement is declared effective) or more
than twenty (20) consecutive days (each such event referred to in clauses (i),
(ii) and (iii) of this Section 11.4 is referred to herein as a "Non-Registration
Event"), then the Company shall deliver to the holder of Registrable Securities,
as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30)
days or part thereof, of the greater of (i) the Purchase Price of the Notes
remaining unconverted and purchase price of Shares issued upon conversion of the
Notes and actually paid "Purchase Price" (as defined in the Warrants) of Warrant
Shares issued or issuable upon actual exercise of the Warrants, or (ii) the
closing price of the Company's common stock on the last day of each period for
which Liquidated Damages are payable, for the Registrable Securities owned of
record by such holder as of and during the pendency of such Non-Registration
Event which are subject to such Non-Registration Event. Payments to be made
pursuant to this Section 11.4 shall be due and payable in cash within ten (10)
business days after the end of each thirty (30) day period or part thereof for
which Liquidated Damages are payable. It shall be deemed a Non-Registration
Event if at any time after the Effective Date the Company has registered for
unrestricted resale on behalf of each Subscriber fewer than one hundred and
fifty percent (150%) of the amount of Common Stock issuable upon full conversion
of all sums due under the Notes.

              11.5. Expenses. All expenses incurred by the Company in complying
with Section 11, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including reasonable
counsel fees) incurred in connection with complying with state securities or
"blue sky" laws, fees of the National Association of Securities Dealers, Inc.,
transfer taxes, fees of transfer agents and registrars, costs of insurance and
fee of one counsel for all Sellers are called "Registration Expenses". All
underwriting discounts and selling commissions applicable to the sale of
Registrable Securities, including any fees and disbursements of any additional
counsel to the Seller, are called "Selling Expenses". The Company will pay all
Registration Expenses in connection with the registration statement under
Section 11. Selling


                                       17




Expenses in connection with each registration statement under Section 11 shall
be borne by the Seller and may be apportioned among the Sellers in proportion to
the number of shares sold by the Seller relative to the number of shares sold
under such registration statement or as all Sellers thereunder may agree.

              11.6. Indemnification and Contribution.

                  (a) In the event of a registration of any Registrable
Securities under the 1933 Act pursuant to Section 11, the Company will, to the
extent permitted by law, indemnify and hold harmless the Seller, each officer of
the Seller, each director of the Seller, each underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such Seller or
underwriter within the meaning of the 1933 Act, against any losses, claims,
damages or liabilities, joint or several, to which the Seller, or such
underwriter or controlling person may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registrable Securities was registered under the 1933 Act
pursuant to Section 11, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances when made, and will subject to the provisions of
Section 11.6(c) reimburse the Seller, each such underwriter and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable to
the Seller to the extent that any such damages arise out of or are based upon an
untrue statement or omission made in any preliminary prospectus if (i) the
Seller failed to send or deliver a copy of the final prospectus delivered by the
Company to the Seller with or prior to the delivery of written confirmation of
the sale by the Seller to the person asserting the claim from which such damages
arise, (ii) the final prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged omission, or (iii) to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission so made in conformity with information furnished by any such Seller, or
any such controlling person in writing specifically for use in such registration
statement or prospectus.

                  (b) In the event of a registration of any of the Registrable
Securities under the 1933 Act pursuant to Section 11, each Seller severally but
not jointly will, to the extent permitted by law, indemnify and hold harmless
the Company, and each person, if any, who controls the Company within the
meaning of the 1933 Act, each officer of the Company who signs the registration
statement, each director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the 1933 Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or such
officer, director, underwriter or controlling person may become subject under
the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the registration statement under which such Registrable Securities were
registered under the 1933 Act pursuant to Section 11, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and each such
officer, director, underwriter and controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
that the Seller will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information pertaining to
such Seller, as such, furnished in writing to the Company by


                                       18




such Seller specifically for use in such registration statement or prospectus,
and provided, further, however, that the liability of the Seller hereunder shall
be limited to the net proceeds received by the Seller from the sale of
Registrable Securities covered by such registration statement.

                  (c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 11.6(c) and shall only
relieve it from any liability which it may have to such indemnified party under
this Section 11.6(c), except and only if and to the extent the indemnifying
party is prejudiced by such omission. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and undertake the defense thereof
with counsel satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof, the indemnifying party shall not be liable to
such indemnified party under this Section 11.6(c) for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected, provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying
party, the indemnified parties, as a group, shall have the right to select one
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the reasonable expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.

                  (d) In order to provide for just and equitable contribution in
the event of joint liability under the 1933 Act in any case in which either (i)
a Seller, or any controlling person of a Seller, makes a claim for
indemnification pursuant to this Section 11.6 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 11.6 provides for indemnification in such case, or (ii)
contribution under the 1933 Act may be required on the part of the Seller or
controlling person of the Seller in circumstances for which indemnification is
not provided under this Section 11.6; then, and in each such case, the Company
and the Seller will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion so that the Seller is responsible only for the portion
represented by the percentage that the public offering price of its securities
offered by the registration statement bears to the public offering price of all
securities offered by such registration statement, provided, however, that, in
any such case, (y) the Seller will not be required to contribute any amount in
excess of the public offering price of all such securities offered by it
pursuant to such registration statement; and (z) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 10(f) of the 1933
Act) will be entitled to contribution from any person or entity who was not
guilty of such fraudulent misrepresentation.

              11.7. Delivery of Unlegended Shares.

                  (a) Within three (3) business days (such third business day,
the "Unlegended Shares Delivery Date") after the business day on which the
Company has received (i) a notice that Registrable Securities have been sold
either pursuant to the Registration Statement or Rule 144 under


                                       19




the 1933 Act, (ii) a representation that the prospectus delivery requirements,
or the requirements of Rule 144, as applicable, have been satisfied, and (iii)
the original share certificates representing the shares of Common Stock that
have been sold, the Company at its expense, (y) shall deliver, and shall cause
legal counsel selected by the Company to deliver, to its transfer agent (with
copies to Subscriber) an appropriate instruction and opinion of such counsel,
for the delivery of shares of Common Stock without any legends including the
legends set forth in Sections 4(e) and 4(g) above, issuable pursuant to any
effective and current registration statement described in Section 11 of this
Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended Shares");
and (z) cause the transmission of the certificates representing the Unlegended
Shares together with a legended certificate representing the balance of the
unsold shares of Common Stock, if any, to the Subscriber at the address
specified in the notice of sale, via express courier, by electronic transfer or
otherwise on or before the Unlegended Shares Delivery Date.

                  (b) In lieu of delivering physical certificates representing
the Unlegended Shares, if the Company's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program,
upon request of a Subscriber, so long as the certificates therefore do not bear
a legend and the Subscriber is not obligated to return such certificate for the
placement of a legend thereon, the Company shall cause its transfer agent to
electronically transmit the Unlegended Shares by crediting the account of
Subscriber's prime Broker with DTC through its Deposit Withdrawal Agent
Commission system. Such delivery must be made on or before the Unlegended Shares
Delivery Date.

                  (c) The Company understands that a delay in the delivery of
the Unlegended Shares pursuant to Section 11 hereof beyond the Unlegended Shares
Delivery Date could result in economic loss to a Subscriber. As compensation to
a Subscriber for such loss, the Company agrees to pay late payment fees (as
liquidated damages and not as a penalty) to the Subscriber for late delivery of
Unlegended Shares in the amount of $100 per business day after the Delivery Date
for each $10,000 of purchase price of the Unlegended Shares subject to the
delivery default. If during any 360 day period, the Company fails to deliver
Unlegended Shares as required by this Section 11.7 for an aggregate of thirty
(30) days, then each Subscriber or assignee holding Securities subject to such
default may, at its option, require the Company to purchase all or any portion
of the Shares and Warrant Shares subject to such default at a price per share
equal to 130% of the Purchase Price of such Shares and Warrant Shares. The
Company shall pay any payments incurred under this Section in immediately
available funds upon demand.

                  (d) In addition to any other rights available to a Subscriber,
if the Company fails to deliver to a Subscriber Unlegended Shares within ten
(10) calendar days after the Unlegended Shares Delivery Date and the Subscriber
purchases (in an open market transaction or otherwise) shares of common stock to
deliver in satisfaction of a sale by such Subscriber of the shares of Common
Stock which the Subscriber anticipated receiving from the Company (a "Buy-In"),
then the Company shall pay in cash to the Subscriber (in addition to any
remedies available to or elected by the Subscriber) the amount by which (A) the
Subscriber's total purchase price (including brokerage commissions, if any) for
the shares of common stock so purchased exceeds (B) the aggregate purchase price
of the shares of Common Stock delivered to the Company for reissuance as
Unlegended Shares, together with interest thereon at a rate of 15% per annum,
accruing until such amount and any accrued interest thereon is paid in full
(which amount shall be paid as liquidated damages and not as a penalty). For
example, if a Subscriber purchases shares of Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase
price of shares of Common Stock delivered to the Company for reissuance as
Unlegended Shares, the Company shall be required to pay the Subscriber $1,000,
plus interest. The Subscriber shall provide the Company written notice
indicating the amounts payable to the Subscriber in respect of the Buy-In.

              12. (a) Right of First Refusal. From the date of this Agreement,
until one hundred and eighty (180) days after the Actual Effective Date of the
Registration Statement (the


                                       20





"Exclusion Period"), the Subscribers shall be given not less than fourteen (14)
business days prior written notice of any proposed sale by the Company of its
common stock or other securities or debt obligations, except in connection with
(i) employee stock options or compensation plans, (ii) as full or partial
consideration in connection with any merger, consolidation or purchase of
substantially all of the securities or assets of any corporation or other
entity, or (iii) as has been described in the Reports or Other Written
Information filed or delivered prior to the Closing Date (collectively "Excepted
Issuances"). The Subscribers shall have the right during the fourteen (14)
business days following the notice to purchase such offered common stock, debt
or other securities in accordance with the terms and conditions set forth in the
notice of sale in the same proportion to each other as their purchase of Notes
in the Offering. In the event such terms and conditions are modified during the
notice period, the Subscribers shall be given prompt notice of such modification
and shall have the right during the original notice period or for a period of
fourteen (14) business days following the notice of modification, whichever is
longer, to exercise such right. In connection with a Subscriber's exercise of
its rights pursuant to this Section 12(a), the Subscriber may tender some or all
of the Note principal and accrued interest as payment for such other stock,
securities or debt obligations being purchased.

                  (b) Favored Nations Provision. If, at any time a Note or
Warrant is outstanding or Registrable Securities are not then registered in an
effective Registration Statement for unrestricted resale as required by Section
11 hereof ("Outstanding Period"), except for the Excepted Issuances, the Company
shall offer, issue or agree to issue any Common Stock or securities convertible
into or exercisable for shares of Common Stock to any person, firm or
corporation at a price per share or conversion or exercise price per share which
shall be less than the Conversion Price or upon any other term more favorable to
such other investor, without the consent of a Subscriber still holding
Securities, then the Subscriber is granted the right in the Subscriber's sole
discretion to modify any term or condition of the Offering including but not
limited to the Conversion Price or other price at which Common Stock may be
purchased upon conversion of the Notes and exercise of the Warrants. The rights
of the Subscriber set forth in this Section 12(b) are in addition to any other
rights the Subscriber has pursuant to this Agreement and any other agreement
referred to or entered into in connection herewith.

                  (c) Maximum Exercise of Rights. In the event the exercise of
the rights described in Sections 12(a) or 12(b) would result in the issuance of
an amount of common stock of the Company that would exceed the maximum amount
that may be issued to a Subscriber as described in Section 7.3 of this
Agreement, then the purchase and/or issuance of such other Common Stock or
Common Stock equivalents of the Company to such Subscriber will be deferred in
whole or in part until such time as such Subscriber is able to beneficially own
such Common Stock or Common Stock equivalents without exceeding the maximum
amount set forth in Section 7.3. The determination of when such Common Stock or
Common Stock equivalents may be issued shall be made by each Subscriber as to
only such Subscriber.

              13. Miscellaneous.

                  (a) Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day


                                       21




during normal business hours where such notice is to be received) or (b) on the
second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications
shall be: (i) if to the Company, to: Provo International Inc., One Blue Hill
Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen J. Cole, Chief
Executive Officer, telecopier: (845) 623-8669, with a copy by telecopier only
to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W., Suite 300,
Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier: (202)
295-8478, (ii) if to the Subscribers, to: the address and telecopier number
indicated on the signature page hereto, with a copy by telecopier only to:
Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176,
telecopier number: (212) 697-3575, and (iii) if to the Broker, to: Berry-Shino
Securities, Inc., 45 Broadway, 9th Floor, New York, New York 10006, Attn: Asher
Brand, telecopier: (212) 344-2383.

                  (b) Closing. The consummation of the transactions contemplated
herein shall take place at the offices of Grushko & Mittman, P.C., 551 Fifth
Avenue, Suite 1601, New York, New York 10176, upon the satisfaction of all
conditions to Closing set forth in this Agreement.

                  (c) Entire Agreement; Assignment. This Agreement and other
documents delivered in connection herewith represent the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties. Neither the Company nor the
Subscribers have relied on any representations not contained or referred to in
this Agreement and the documents delivered herewith. No right or obligation of
either party shall be assigned by that party without prior notice to and the
written consent of the other party.

                  (d) Counterparts/Execution. This Agreement may be executed in
any number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile signature and delivered by facsimile
transmission.

                  (e) Law Governing this Agreement. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. The parties and the individuals
executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the jurisdiction
of such courts and waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the
event that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.

                  (f) Specific Enforcement, Consent to Jurisdiction. The Company
and Subscriber acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which any of them may be entitled by law or
equity. Subject to Section 13(e) hereof, each of the Company and Subscriber
hereby


                                       22




waives, and agrees not to assert in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such court, that
the suit, action or proceeding is brought in an inconvenient forum or that the
venue of the suit, action or proceeding is improper. Nothing in this Section
shall affect or limit any right to serve process in any other manner permitted
by law.

                  (g) Independent Nature of Subscribers' Obligations and Rights.
The obligations of each Subscriber hereunder are several and not joint with the
obligations of any other Subscriber hereunder, and no such Subscriber shall be
responsible in any way for the performance of the obligations of any other
hereunder.






                      [THIS SPACE INTENTIONALLY LEFT BLANK]






                                       23









                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A)

         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.


                                            PROVO INTERNATIONAL INC.
                                            a Delaware Corporation

                                            By:   /s/ Stephen J. Cole-Hatchard
                                                  ----------------------------
                                            Name: Stephen J. Cole-Hatchard
                                            Title: CEO
                                            Dated: January 27, 2004



+----------------------------------+-----------------+------------------------+
|SUBSCRIBER                        | PURCHASE PRICE  |  WARRANTS ISSUABLE ON  |
|                                  |                 |  CLOSING DATE          |
|                                  |                 |                        |
+----------------------------------+-----------------+------------------------+
                                                                     
|                                  | $500,000.00     |                        |
|                                  |                 |                        |
| ________________________________ |                 |                        |
| (Signature)                      |                 |                        |
| ALPHA CAPITAL AKTIENGESELLSCHAFT |                 |                        |
| Pradafant 7                      |                 |                        |
| 9490 Furstentums                 |                 |                        |
| Vaduz, Lichtenstein              |                 |                        |
| Fax: 011-42-32323196             |                 |                        |
|                                  |                 |                        |
+----------------------------------+-----------------+------------------------+






                                       24





                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B)

         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.

                                            PROVO INTERNATIONAL INC.          
                                            a Delaware Corporation            
                                                                              
                                            By:   /s/ Stephen J. Cole-Hatchard
                                                  ----------------------------
                                            Name: Stephen J. Cole-Hatchard    
                                            Title: CEO                        
                                            Dated: January 27, 2004           
                                                      



                                                                         
                                                                       
+----------------------------------+-----------------+------------------------+ 
|SUBSCRIBER                        | PURCHASE PRICE  |  WARRANTS ISSUABLE ON  | 
|                                  |                 |  CLOSING DATE          | 
|                                  |                 |                        | 
+----------------------------------+-----------------+------------------------+ 
                                                                       
|                                  | $300,000.00     |                        | 
|                                  |                 |                        | 
| ________________________________ |                 |                        | 
| (Signature)                      |                 |                        | 
| STONESTREET  LIMITED  PARTNERSHIP|                 |                        | 
| C/o Canaccord Capital Corporation|                 |                        | 
| 320 Bay Street, Suite 1300       |                 |                        | 
| Toronto, Ontario M5H 4A6, Canada |                 |                        | 
| Fax: (416) 956-8989              |                 |                        | 
|                                  |                 |                        | 
+----------------------------------+-----------------+------------------------+ 

                                                                        



                                       25




                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C)

         Please  acknowledge  your  acceptance  of  the  foregoing  Subscription
Agreement by signing and returning a copy to the undersigned  whereupon it shall
become a binding agreement between us.



                                            PROVO INTERNATIONAL INC.          
                                            a Delaware Corporation            
                                                                              
                                            By:   /s/ Stephen J. Cole-Hatchard
                                                  ----------------------------
                                            Name: Stephen J. Cole-Hatchard    
                                            Title: CEO                        
                                            Dated: January 27, 2004           
                                                      



                                                                         
                                                                       
+--------------------------------------------+-----------------+------------------------+ 
|SUBSCRIBER                                  | PURCHASE PRICE  |  WARRANTS ISSUABLE ON  | 
|                                            |                 |  CLOSING DATE          | 
|                                            |                 |                        | 
+--------------------------------------------+-----------------+------------------------+ 
                                                                                 
|                                            | $150,000.00     |                        | 
|                                            |                 |                        | 
| ________________________________           |                 |                        | 
| (Signature)                                |                 |                        | 
| CONGREGATION MISHKAN SHOLOM INCORPORATED   |                 |                        | 
| 9612 Van Nuys Boulevard, Suite 108         |                 |                        | 
| Panorama City, CA 91403                    |                 |                        | 
| Fax: 818-892-9844                          |                 |                        | 
|                                            |                 |                        | 
+--------------------------------------------+-----------------+------------------------+ 

                                                                        



                                       26





                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D)

         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.


                                            PROVO INTERNATIONAL INC.          
                                            a Delaware Corporation            
                                                                              
                                            By:   /s/ Stephen J. Cole-Hatchard
                                                  ----------------------------
                                            Name: Stephen J. Cole-Hatchard    
                                            Title: CEO                        
                                            Dated: January 27, 2004           
                                                      



                                                                         
                                                                       
+-----------------------------------+-----------------+------------------------+
|SUBSCRIBER                         | PURCHASE PRICE  |  WARRANTS ISSUABLE ON  |
|                                   |                 |  CLOSING DATE          |
|                                   |                 |                        |
+-----------------------------------+-----------------+------------------------+
                                                                       
|                                   |  $50,000.00     |                        |
|                                   |                 |                        |
| ________________________________  |                 |                        |
| (Signature)                       |                 |                        |
| LUCRATIVE INVESTMENTS             |                 |                        |
| Ajeltake Island                   |                 |                        |
| P.O. Box 1405                     |                 |                        |
| Majuro Marshall Island M.H. 96960 |                 |                        |
| Fax: 011-35041555                 |                 |                        |
|                                   |                 |                        |
+-----------------------------------+-----------------+------------------------+

                                                                        


                                       27





                         LIST OF EXHIBITS AND SCHEDULES

         Exhibit A               Form of Warrant

         Exhibit B               Escrow Agreement

         Exhibit C               Security Agreement

         Exhibit D               Collateral Agent Agreement

         Exhibit E               Form of Legal Opinion

         Schedule 5(d)           Additional Issuances

         Schedule 5(h)           Litigation

         Schedule 5(m)           Defaults

         Schedule 5(q)           Undisclosed Liabilities

         Schedule 5(s)           Capitalization

         Schedule 5(u)           Disagreements with Accountants and Lawyers

         Schedule 9(e)           Use of Proceeds

         Schedule 11.1           Other Securities to be Registered







EXHIBIT 10.35

                  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
         CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON
         SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD,
         OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
         AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER
         SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
         PROVO INTERNATIONAL INC. THAT SUCH REGISTRATION IS NOT
         REQUIRED.

                               CONVERTIBLE NOTE
                               ----------------

         FOR VALUE RECEIVED, PROVO INTERNATIONAL INC., a Delaware corporation
(hereinafter called "Borrower"), hereby promises to pay to ALPHA CAPITAL
AKTIENGESELLSCHAFT, Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein, Fax:
011-42-32323196 (the "Holder") or order, without demand, the sum of Five
Hundred Thousand Dollars ($500,000.00), with simple interest accruing at the
annual rate of eight percent (8%), on January 27, 2006 (the "Maturity Date").

         This Note has been entered into pursuant to the terms of a
subscription agreement between the Borrower and the Holder, dated of even date
herewith (the "Subscription Agreement"), and shall be governed by the terms of
such Subscription Agreement. Unless otherwise separately defined herein,
 all
capitalized terms used in this Note shall have the same meaning as is set
forth in the Subscription Agreement. The following terms shall apply to this
Note:

                                   ARTICLE I

                              GENERAL PROVISIONS

         1.1 Payment Grace Period. The Borrower shall have a ten (10) day
grace period to pay any monetary amounts due under this Note, after which
grace period a default interest rate of fifteen percent (15%) per annum shall
apply to the amounts owed hereunder.

         1.2 Conversion Privileges. The Conversion Privileges set forth in
Article II shall remain in full force and effect immediately from the date
hereof and until the Note is paid in full regardless of the occurrence of an
Event of Default. The Note shall be payable in full on the Maturity Date,
unless previously converted into Common Stock in accordance with Article II
hereof; provided, that if an Event of Default has occurred (whether or not
such Event of Default is continuing), the Borrower may not pay this Note on or
after the Maturity Date, without the consent of the Holder.

         1.3 Interest Rate. Simple interest payable on this Note shall accrue
at the annual rate of eight percent (8%) and be payable upon each Conversion,
June 30, 2004 and semi-annually thereafter, and on the Maturity Date,
accelerated or otherwise, when the principal and remaining accrued but unpaid
interest shall be due and payable, or sooner as described below.






                                  ARTICLE II

                               CONVERSION RIGHTS

         The Holder shall have the right to convert the principal due under
this Note into Shares of the Borrower's Common Stock, $.01 par value per share
("Common Stock") as set forth below.

         2.1. Conversion into the Borrower's Common Stock.

              (a) The Holder shall have the right from and after the date of
the issuance of this Note and then at any time until this Note is fully paid,
to convert any outstanding and unpaid principal portion of this Note, and
accrued interest, at the election of the Holder (the date of giving of such
notice of conversion being a "Conversion Date") into fully paid and
nonassessable shares of Common Stock as such stock exists on the date of
issuance of this Note, or any shares of capital stock of Borrower into which
such Common Stock shall hereafter be changed or reclassified, at the
conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"),
determined as provided herein. Upon delivery to the Borrower of a Notice of
Conversion as described in Section 7 of the Subscription Agreement of the
Holder's written request for conversion, Borrower shall issue and deliver to
the Holder within three business days from the Conversion Date ("Delivery
Date") that number of shares of Common Stock for the portion of the Note
converted in accordance with the foregoing. At the election of the Holder, the
Borrower will deliver accrued but unpaid interest on the Note in the manner
provided in Section 1.3 through the Conversion Date directly to the Holder on
or before the Delivery Date (as defined in the Subscription Agreement). The
number of shares of Common Stock to be issued upon each conversion of this
Note shall be determined by dividing that portion of the principal of the Note
and interest to be converted, by the Conversion Price.

              (b) Subject to adjustment as provided in Section 2.1(c) hereof,
the Conversion Price per share shall be $.25 ("Maximum Base Price").

              (c) The Maximum Base Price and number and kind of shares or
other securities to be issued upon conversion determined pursuant to Section
2.1(a), shall be subject to adjustment from time to time upon the happening of
certain events while this conversion right remains outstanding, as follows:

                  A. Merger, Sale of Assets, etc. If the Borrower at any time
shall consolidate with or merge into or sell or convey all or substantially
all its assets to any other corporation, this Note, as to the unpaid principal
portion thereof and accrued interest thereon, shall thereafter be deemed to
evidence the right to purchase such number and kind of shares or other
securities and property as would have been issuable or distributable on
account of such consolidation, merger, sale or conveyance, upon or with
respect to the securities subject to the conversion or purchase right
immediately prior to such consolidation, merger, sale or conveyance. The
foregoing provision shall similarly apply to successive transactions of a
similar nature by any such successor or purchaser. Without limiting the
generality of the foregoing, the anti-dilution provisions of this Section
shall apply to such securities of such successor or purchaser after any such
consolidation, merger, sale or conveyance.

                  B. Reclassification, etc. If the Borrower at any time shall,
by reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes, this Note, as to the
unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the
result of such change with respect to the Common Stock immediately prior to
such reclassification or other change.






                  C. Stock Splits, Combinations and Dividends. If the shares
of Common Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock, or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be proportionately reduced in case
of subdivision of shares or stock dividend or proportionately increased in the
case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such event
bears to the total number of shares of Common Stock outstanding immediately
prior to such event.

                  D. Share Issuance. At any time this Note is outstanding,
except for the Excepted Issuances (as defined in the Subscription Agreement),
the Borrower shall offer, issue or agree to issue any Common Stock or
securities convertible into or exercisable for shares of Common Stock to any
person, firm or corporation at a price per share or conversion or exercise
price per share which shall be less than the Conversion Price, then the
Conversion Price or other price at which Common Stock may be purchased upon
conversion of this Note is automatically reduced to such lower price per
share. The Borrower will notify the Holder within two business days of the
occurrence of any event which results in the reduction of the Conversion
Price.

                  E. For purposes of Section 2.1(c)(D) above, Fair Market
Value of a share of Common Stock as of a particular date (the "Determination
Date") shall mean the Fair Market Value of a share of the Borrower's Common
Stock. Fair Market Value of a share of Common Stock as of a Determination Date
shall mean:

                  (i) If the Borrower's Common Stock is traded on an exchange
                  or is quoted on the National Association of Securities
                  Dealers, Inc. Automated Quotation ("NASDAQ") National Market
                  System, the NASDAQ SmallCap Market or the American Stock
                  Exchange, Inc., then the closing or last sale price,
                  respectively, reported for the last business day immediately
                  preceding the Determination Date.

                  (ii) If the Borrower's Common Stock is not traded on an
                  exchange or on the NASDAQ National Market System, the NASDAQ
                  SmallCap Market or the American Stock Exchange, Inc., but is
                  traded in the over-the-counter market, then the mean of the
                  closing bid and asked prices reported for the last business
                  day immediately preceding the Determination Date.

                  (iii) Except as provided in clause (d) below, if the
                  Borrower's Common Stock is not publicly traded, then as the
                  Holder and the Borrower agree or in the absence of agreement
                  by arbitration in accordance with the rules then standing of
                  the American Arbitration Association, before a single
                  arbitrator to be chosen from a panel of persons qualified by
                  education and training to pass on the matter to be decided.

                  (iv) If the Determination Date is the date of a liquidation,
                  dissolution or winding up, or any event deemed to be a
                  liquidation, dissolution or winding up pursuant to the
                  Borrower's charter, then all amounts to be payable per share
                  to holders of the Common Stock pursuant to the charter in
                  the event of such liquidation, dissolution or winding up,
                  plus all other amounts to be payable per share in respect of
                  the Common Stock in liquidation under the charter, assuming
                  for the purposes of this clause (d) that all of the shares
                  of Common Stock then issuable upon exercise of all of the
                  Warrants are outstanding at the Determination Date.






              (d) Whenever the Conversion Price is adjusted pursuant to
Section 2.1(c) above, the Borrower shall promptly mail to the Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.

              (e) During the period the conversion right exists, Borrower will
reserve from its authorized and unissued Common Stock not less than two
hundred percent (200%) of the number of shares of the Common Stock upon the
full conversion of this Note. Borrower represents that upon issuance, such
shares will be duly and validly issued, fully paid and non-assessable.
Borrower agrees that its issuance of this Note shall constitute full authority
to its officers, agents, and transfer agents who are charged with the duty of
executing and issuing stock certificates to execute and issue the necessary
certificates for shares of Common Stock upon the conversion of this Note.

              (f) The terms of this Note are modifiable by the Holder pursuant
to but not limited to Section 12(b) of the Subscription Agreement.

         2.2 Method of Conversion. This Note may be converted by the Holder in
whole or in part as described in Section 2.1(a) hereof and the Subscription
Agreement. Upon partial conversion of this Note, a new Note containing the
same date and provisions of this Note shall, at the request of the Holder, be
issued by the Borrower to the Holder for the principal balance of this Note
and interest which shall not have been converted or paid.

         2.3 Maximum Conversion. The Holder shall not be entitled to convert
on a Conversion Date that amount of the Note in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number
of shares of Common Stock beneficially owned by the Holder and its affiliates
on a Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common
Stock issuable upon the conversion of the Note with respect to which the
determination of this provision is being made on a Conversion Date, which
would result in beneficial ownership by the Holder and its affiliates of more
than 9.99% of the outstanding shares of Common Stock of the Borrower on such
Conversion Date. For the purposes of the provision to the immediately
preceding sentence, beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended, and
Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be
limited to aggregate conversions of only 9.99% and aggregate conversion by the
Holder may exceed 9.99%. The Holder shall have the authority and obligation to
determine whether the restriction contained in this Section 2.3 will limit any
conversion hereunder and to the extent that the Holder determines that the
limitation contained in this Section applies, the determination of which
portion of the Notes are convertible shall be the responsibility and
obligation of the Holder. The Holder may void the conversion limitation
described in this Section 2.3 upon and effective after 61 days prior written
notice to the Borrower. The Holder may allocate which of the equity of the
Borrower deemed beneficially owned by the Holder shall be included in the
9.99% amount described above and which shall be allocated to the excess above
9.99%.

                                  ARTICLE III

                               EVENT OF DEFAULT

         The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of
principal and interest then remaining unpaid hereon and all other amounts
payable hereunder immediately due and payable, upon demand, without
presentment, or grace period, all of which hereby are expressly waived, except
as set forth below:






         3.1 Failure to Pay Principal or Interest. The Borrower fails to pay
any installment of principal, interest or other sum due under this Note when
due and such failure continues for a period of ten (10) days after the due
date. The ten (10) day period described in this Section 3.1 is the same ten
(10) day period described in Section 1.1 hereof.

         3.2 Breach of Covenant. The Borrower breaches any material covenant
or other term or condition of the Subscription Agreement or this Note in any
material respect and such breach, if subject to cure, continues for a period
of ten (10) business days after written notice to the Borrower from the
Holder.

         3.3 Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement, or in any agreement, statement or certificate given in writing
pursuant hereto or in connection therewith shall be false or misleading in any
material respect as of the date made and the Closing Date.

         3.4 Receiver or Trustee. The Borrower shall make an assignment for
the benefit of creditors, or apply for or consent to the appointment of a
receiver or trustee for it or for a substantial part of its property or
business; or such a receiver or trustee shall otherwise be appointed.

         3.5 Judgments. Any money judgment, writ or similar final process
shall be entered or filed against Borrower or any of its property or other
assets for more than $50,000, and shall remain unvacated, unbonded or unstayed
for a period of forty-five (45) days.

         3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any
law, or the issuance of any notice in relation to such event, for the relief
of debtors shall be instituted by or against the Borrower and if instituted
against Borrower are not dismissed within 45 days of initiation.

         3.7 Delisting. Delisting of the Common Stock from the American Stock
Exchange ("Amex") or such other principal exchange on which the Common Stock
is listed for trading; failure to comply with the requirements for continued
listing on the Amex for a period of three consecutive trading days; or
notification from the Amex or any Principal Market that the Borrower is not in
compliance with the conditions for such continued listing on the Amex or other
Principal Market.

         3.8 Stop Trade. An SEC stop trade order or Principal Market trading
suspension that lasts for five or more consecutive trading days.

         3.9 Failure to Deliver Common Stock or Replacement Note. Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the
form required by this Note and Sections 7 and 11 of the Subscription
Agreement, and if required, a replacement Note.

         3.10 Non-Registration Event. The occurrence of a Non-Registration
Event as described in Section 11.4 of the Subscription Agreement.

         3.11 Reverse Splits. The Borrower effectuates a reverse split of its
common stock without the prior written consent of the Holder.

         3.12 Security Agreement. An "Event of Default" as defined in the
Security Agreement dated at or about the date of this Note delivered by
Borrower to Holder (the "Security Agreement").






         3.13 Cross Default. A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement, in each case, which is not cured after any required
notice and/or cure period.

                                  ARTICLE IV

                               SECURITY INTEREST

         4. Security Interest/Waiver of Automatic Stay. This Note is secured
by a security interest granted to the Collateral Agent for the benefit of the
Holder pursuant to the Security Agreement, as delivered by Borrower to Holder.
The Borrower acknowledges and agrees that should a proceeding under any
bankruptcy or insolvency law be commenced by or against the Borrower, or if
any of the Collateral (as defined in the Security Agreement) should become the
subject of any bankruptcy or insolvency proceeding, then the Holder should be
entitled to, among other relief to which the Holder may be entitled under the
Note, Security Agreement, Subscription Agreement and any other agreement to
which the Borrower and Holder are parties (collectively, "Loan Documents")
and/or applicable law, an order from the court granting immediate relief from
the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to
exercise all of its rights and remedies pursuant to the Loan Documents and/or
applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC
STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER
SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT
LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR
INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND
REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby
consents to any motion for relief from stay that may be filed by the Holder in
any bankruptcy or insolvency proceeding initiated by or against the Borrower
and, further, agrees not to file any opposition to any motion for relief from
stay filed by the Holder. The Borrower represents, acknowledges and agrees
that this provision is a specific and material aspect of the Loan Documents,
and that the Holder would not agree to the terms of the Loan Documents if this
waiver were not a part of this Note. The Borrower further represents,
acknowledges and agrees that this waiver is knowingly, intelligently and
voluntarily made, that neither the Holder nor any person acting on behalf of
the Holder has made any representations to induce this waiver, that the
Borrower has been represented (or has had the opportunity to he represented)
in the signing of this Note and the Loan Documents and in the making of this
waiver by independent legal counsel selected by the Borrower and that the
Borrower has discussed this waiver with counsel.

                                   ARTICLE V

                                 MISCELLANEOUS

         5.1 Failure or Indulgence Not Waiver. No failure or delay on the part
of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.






         5.2 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile,
addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated
below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where
such notice is to be received) or (b) on the second business day following the
date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be: (i) if to the Borrower to:
Provo International Inc., One Blue Hill Plaza, 7th Floor, Pearl River, New
York 10965, Attn: Stephen J. Cole, Chief Executive Officer, telecopier: (845)
623-8669, with a copy by telecopier only to: Swidler Berlin Shereff Friedman,
LLP, 3000 K Street, N.W., Suite 300, Washington, D.C. 20007, Attn: Sean P.
McGuinness, Esq., telecopier: (202) 295-8478, and (ii) if to the Holder, to
the name, address and telecopy number set forth on the front page of this
Note, with a copy by telecopier only to Grushko & Mittman, P.C., 551 Fifth
Avenue, Suite 1601, New York, New York 10176, telecopier number: (212)
697-3575.

         5.3 Amendment Provision. The term "Note" and all reference thereto,
as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

         5.4 Assignability. This Note shall be binding upon the Borrower and
its successors and assigns, and shall inure to the benefit of the Holder and
its successors and assigns.

         5.5 Cost of Collection. If default is made in the payment of this
Note, Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys' fees.

         5.6 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York. Any action brought by
either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. Both parties and the
individual signing this Agreement on behalf of the Borrower agree to submit to
the jurisdiction of such courts. The prevailing party shall be entitled to
recover from the other party its reasonable attorney's fees and costs.

         5.7 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate
of interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be
credited against amounts owed by the Borrower to the Holder and thus refunded
to the Borrower.

         5.8 Redemption. This Note may not be redeemed or paid before the
Maturity Date, and if an Event of Default has occurred after the Maturity Date
without the consent of the Holder.






         5.9  Shareholder  Status.  The  Holder  shall  not have  rights  as a
shareholder of the Borrower with respect to unconverted portions of this Note.
However,  the Holder will have the right of a shareholder of the Borrower with
respect to the Shares of Common  Stock to be  received  after  delivery by the
Holder of a Conversion Notice to the Borrower.

         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer on this 27th day of January, 2004.



                                                     PROVO INTERNATIONAL INC.



                                         By: /s/ Stephen J. Cole-Hatchard
                                                 Name: Stephen J. Cole-Hatchard
                                                 Title: CEO

WITNESS:

______________________________________






                             NOTICE OF CONVERSION
                             --------------------

(To be executed by the Registered Holder in order to convert the Note)


         The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by PROVO INTERNATIONAL
INC. on January 27, 2004 into Shares of Common Stock of PROVO INTERNATIONAL
INC. (the "Borrower") according to the conditions set forth in such Note, as
of the date written below.

Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

            ____________________________________________________________________






EXHIBIT 10.36

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE  ABSENCE OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER SAID ACT OR AN  OPINION  OF COUNSEL  REASONABLY
SATISFACTORY  TO  PROVO  INTERNATIONAL  INC.  THAT  SUCH  REGISTRATION  IS NOT
REQUIRED.

                        Right to Purchase 1,000,000 shares of Common Stock of
                        Provo International Inc. (subject to adjustment as
                        provided herein)

                  COMMON STOCK PURCHASE WARRANT (SUBSCRIBER)

No. 2004-JAN-001                                   Issue Date: January 27, 2004

         PROVO INTERNATIONAL INC., a corporation organized under the laws of
the State of Delaware (the "Company"), hereby certifies that, for value
received, ALPHA CAPITAL AKTIENGESELLSCHAFT, Pradafant 7, 9490 Furstentums,
Vaduz, Lichtenstein, telecopier: 011-42-32323196, or its assigns (the
"Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company at any time after the Issue Date up to 5:00 p.m., E.S.T on January
27, 2009 (the "Expiration Date"), up to 1,000,000 fully paid and nonassessable
shares of the common stock of the Company
 (the "Common Stock"), $.01 par value
per share at a per share purchase price of $.38. The aforedescribed purchase
price per share, as adjusted from time to time as herein provided, is referred
to herein as the "Purchase Price." The number and character of such shares of
Common Stock and the Purchase Price are subject to adjustment as provided
herein. The Company may reduce the Purchase Price without the consent of the
Holder. Capitalized terms used and not otherwise defined herein shall have the
meanings set forth in that certain Subscription Agreement (the "Subscription
Agreement"), dated January 27, 2004, between the Company and the Holder.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include Provo International Inc. and any
corporation which shall succeed or assume the obligations of Provo
International Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.01 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan
of recapitalization, reorganization, merger, sale of assets or otherwise.

         (c) The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person
(corporate or otherwise) which the holder of the Warrant at any time shall be
entitled to receive, or shall have received, on the exercise of the Warrant,
in lieu of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common
Stock or Other Securities pursuant to Section 4 or otherwise.






          1.  Exercise of Warrant.
              --------------------

              1.1. Number of Shares Issuable upon Exercise. From and after the
Issue Date through and including the Expiration Date, the Holder hereof shall
be entitled to receive, upon exercise of this Warrant in whole in accordance
with the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

              1.2. Full Exercise. This Warrant may be exercised in full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of
its Warrant Agent (as provided hereinafter), accompanied by payment, in cash,
wire transfer or by certified or official bank check payable to the order of
the Company, in the amount obtained by multiplying the number of shares of
Common Stock for which this Warrant is then exercisable by the Purchase Price
then in effect.

              1.3. Partial Exercise. This Warrant may be exercised in part
(but not for a fractional share) by surrender of this Warrant in the manner
and at the place provided in subsection 1.2 except that the amount payable by
the Holder on such partial exercise shall be the amount obtained by
multiplying (a) the number of whole shares of Common Stock designated by the
Holder in the Subscription Form by (b) the Purchase Price then in effect. On
any such partial exercise, the Company, at its expense, will forthwith issue
and deliver to or upon the order of the Holder hereof a new Warrant of like
tenor, in the name of the Holder hereof or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may request, the whole number of
shares of Common Stock for which such Warrant may still be exercised.

              1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                   (a) If the Company's Common Stock is traded on an exchange
or is quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;

                   (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market
or the American Stock Exchange, Inc., but is traded in the over-the-counter
market, then the average of the closing bid and ask prices reported for the
last business day immediately preceding the Determination Date;

                   (c) Except as provided in clause (d) below, if the
Company's Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in
accordance with the rules then standing of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided; or

                   (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts
to be payable per share to holders of the Common Stock pursuant to the charter
in the event of such liquidation, dissolution or winding up, plus all other
amounts to be payable per share






in respect of the Common Stock in liquidation under the charter, assuming for
the purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.

              1.5. Company Acknowledgment. The Company will, at the time of
the exercise of the Warrant, upon the request of the Holder hereof acknowledge
in writing its continuing obligation to afford to such Holder any rights to
which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the Holder shall fail to
make any such request, such failure shall not affect the continuing obligation
of the Company to afford to such Holder any such rights.

              1.6. Trustee for Warrant Holders. In the event that a bank or
trust company shall have been appointed as trustee for the Holder of the
Warrants pursuant to Subsection 3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as hereinafter described) and shall
accept, in its own name for the account of the Company or such successor
person as may be entitled thereto, all amounts otherwise payable to the
Company or such successor, as the case may be, on exercise of this Warrant
pursuant to this Section 1.

              1.7 Delivery of Stock Certificates, etc. on Exercise. The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner
of such shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such shares as aforesaid. As
soon as practicable after the exercise of this Warrant in full or in part, and
in any event within five (5) days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder
would otherwise be entitled, cash equal to such fraction multiplied by the
then Fair Market Value of one full share of Common Stock, together with any
other stock or other securities and property (including cash, where
applicable) to which such Holder is entitled upon such exercise pursuant to
Section 1 or otherwise.

              1.8  Cashless Exercise.
                   ------------------

                   (a) Payment upon exercise of this Warrant may be made at
the option of the Holder either in (i) cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the
applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable
upon exercise of the Warrants in accordance with Section (b) below or (iii) by
a combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect
any adjustment in the total number of shares of Common Stock issuable to the
holder per the terms of this Warrant) and the holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

                   (b) Notwithstanding any provisions herein to the contrary,
if the Fair Market Value of one share of Common Stock is greater than the
Purchase Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant for cash, the holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof
being cancelled) by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Subscription 






Form in which event the Company shall issue to the holder a number of shares
of Common Stock computed using the following formula:

                           X=Y (A-B)
                             -------
                                 A

                  Where    X=     the number of shares of Common Stock to be 
                                  issued to the holder

                           Y=     the number of shares of Common Stock
                                  purchasable under the Warrant or, if only
                                  a portion of the Warrant is being
                                  exercised, the portion of the Warrant
                                  being exercised (at the date of such
                                  calculation)

                           A=     the Fair Market Value of one share of the
                                  Company's Common Stock (at the date of
                                  such calculation)

                           B=     Purchase Price (as adjusted to the date of 
                                  such calculation)

              (c) The Holder may not employ the cashless exercise feature
described above at any time that the Warrant Stock to be issued upon exercise
is included for unrestricted resale in an effective Registration Statement (as
defined in the Subscription Agreement).

          2.  Intentionally Omitted.
              ----------------------

          3.  Adjustment for Reorganization, Consolidation, Merger, etc.
              ----------------------------------------------------------

              3.1. Reorganization, Consolidation, Merger, etc. In case at any
time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any
plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction,
proper and adequate provision shall be made by the Company whereby the Holder
of this Warrant, on the exercise hereof as provided in Section 1, at any time
after the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu
of the Common Stock (or Other Securities) issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.

              3.2. Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution, shall at its expense deliver
or cause to be delivered the stock and other securities and property
(including cash, where applicable) receivable by the Holder of the Warrants
after the effective date of such dissolution pursuant to this Section 3 to a
bank or trust company (a "Trustee") having its principal office in New York,
NY, as trustee for the Holder of the Warrants.

              3.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may






be, and shall be binding upon the issuer of any Other Securities, including,
in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person
shall have expressly assumed the terms of this Warrant as provided in Section
4. In the event this Warrant does not continue in full force and effect after
the consummation of the transaction described in this Section 3, then only in
such event will the Company's securities and property (including cash, where
applicable) receivable by the Holder of the Warrants be delivered to the
Trustee as contemplated by Section 3.2.

              3.4 Share Issuance. During the period this Warrant is
outstanding, if the Company shall issue any shares of Common Stock except for
the Excepted Issuances (as defined in the Subscription Agreement), prior to
the complete exercise of this Warrant for a consideration less than the
Purchase Price that would be in effect at the time of such issue, then, and
thereafter successively upon each such issue, the Purchase Price shall be
reduced to such other lower issue price. For purposes of this adjustment, the
issuance of any security of the Company carrying the right to convert such
security into shares of Common Stock or of any warrant, right or option to
purchase Common Stock shall result in an adjustment to the Purchase Price upon
the issuance of the above-described security, warrant, right, or option. The
reduction of the Purchase Price described in this Section 3.4 is in addition
to the other rights of the Holder described in the Subscription Agreement.

              4. Extraordinary Events Regarding Common Stock. In the event
that the Company shall (a) issue additional shares of the Common Stock as a
dividend or other distribution on outstanding Common Stock, (b) subdivide its
outstanding shares of Common Stock, or (c) combine its outstanding shares of
the Common Stock into a smaller number of shares of the Common Stock, then, in
each such event, the Purchase Price shall, simultaneously with the happening
of such event, be adjusted by multiplying the then Purchase Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such event and the denominator of which shall
be the number of shares of Common Stock outstanding immediately after such
event, and the product so obtained shall thereafter be the Purchase Price then
in effect. The Purchase Price, as so adjusted, shall be readjusted in the same
manner upon the happening of any successive event or events described herein
in this Section 4. The number of shares of Common Stock that the Holder of
this Warrant shall thereafter, on the exercise hereof as provided in Section
1, be entitled to receive shall be adjusted to a number determined by
multiplying the number of shares of Common Stock that would otherwise (but for
the provisions of this Section 4) be issuable on such exercise by a fraction
of which (a) the numerator is the Purchase Price that would otherwise (but for
the provisions of this Section 4) be in effect, and (b) the denominator is the
Purchase Price in effect on the date of such exercise.

              5. Certificate as to Adjustments. In each case of any adjustment
or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of the Warrants, the Company at its expense will promptly
cause its Chief Financial Officer or other appropriate designee to compute
such adjustment or readjustment in accordance with the terms of the Warrant
and prepare a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or receivable
by the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
and (c) the Purchase Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant. The Company will forthwith mail a copy of each such certificate to
the Holder of the Warrant and any Warrant Agent of the Company (appointed
pursuant to Section 11 hereof).






              6. Reservation of Stock, etc. Issuable on Exercise of Warrant;
Financial Statements. The Company will at all times reserve and keep
available, solely for issuance and delivery on the exercise of the Warrants,
all shares of Common Stock (or Other Securities) from time to time issuable on
the exercise of the Warrant. This Warrant entitles the Holder hereof to
receive copies of all financial and other information distributed or required
to be distributed to the holders of the Company's Common Stock.

              7. Assignment; Exchange of Warrant. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor"). On the
surrender for exchange of this Warrant, with the Transferor's endorsement in
the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to the Company
that the transfer of this Warrant will be in compliance with applicable
securities laws, the Company at its expense, but with payment by the
Transferor of any applicable transfer taxes, will issue and deliver to or on
the order of the Transferor thereof a new Warrant or Warrants of like tenor,
in the name of the Transferor and/or the transferee(s) specified in such
Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for
on the face or faces of the Warrant so surrendered by the Transferor.

              8. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.

              9. Registration Rights. The Holder of this Warrant has been
granted certain registration rights by the Company. These registration rights
are set forth in the Subscription Agreement. The terms of the Subscription
Agreement are incorporated herein by this reference. Upon the occurrence of a
Non-Registration Event, or in the event the Company is unable to issue Common
Stock upon exercise of this Warrant that has been registered in a Registration
Statement described in Section 11 of the Subscription Agreement, within the
time periods described in the Subscription Agreement, which Registration
Statement must be effective for the periods set forth in the Subscription
Agreement, then upon written demand made by the Holder, the Company will pay
to the Holder of this Warrant, in lieu of delivering Common Stock, a sum equal
to the closing price of the Company's Common Stock on the principal market or
exchange upon which the Common Stock is listed for trading on the trading date
immediately preceding the date notice is given by the Holder, less the
Purchase Price, for each share of Common Stock designated in such notice from
the Holder.

              10. Maximum Exercise. The Holder shall not be entitled to
exercise this Warrant on an exercise date, in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number
of shares of Common Stock beneficially owned by the Holder and its affiliates
on an exercise date, and (ii) the number of shares of Common Stock issuable
upon the exercise of this Warrant with respect to which the determination of
this limitation is being made on an exercise date, which would result in
beneficial ownership by the Holder and its affiliates of more than 9.99% of
the outstanding shares of Common Stock on such date. For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
shall not be limited to aggregate exercises which would result in the issuance
of more than 9.99%. The restriction described in this paragraph may be revoked
upon and effective after sixty-one (61) days prior notice from the Holder to
the Company. The Holder may allocate which of the equity of the





Company deemed beneficially owned by the Subscriber shall be included in the
9.99% amount described above and which shall be allocated to the excess above
9.99%.

              11. Warrant Agent. The Company may, by written notice to the
Holder of the Warrant, appoint an agent (a "Warrant Agent") for the purpose of
issuing Common Stock (or Other Securities) on the exercise of this Warrant
pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such Warrant Agent.

              12. Transfer on the Company's Books. Until this Warrant is
transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary.

              13. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service
with charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the
second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications
shall be: (i) if to the Company to: Provo International Inc., One Blue Hill
Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen J. Cole, Chief
Executive Officer, telecopier: (845) 623-8669, with a copy by telecopier only
to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W., Suite 300,
Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier: (202)
295-8478; (ii) if to the Holder, to the address and telecopier number listed
on the first paragraph of this Warrant, with a copy by telecopier only to:
Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575; and (iii) if to the Broker, to:
Berry-Shino Securities, Inc., 45 Broadway, 9th Floor, New York, New York
10006, Attn: Asher Brand, telecopier: (212) 344-2383.

              15. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver,
discharge or termination is sought. This Warrant shall be construed and
enforced in accordance with and governed by the laws of New York. Any dispute
relating to this Warrant shall be adjudicated in New York County in the State
of New York. The headings in this Warrant are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof. The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.






         IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the
date first written above.

                                              PROVO INTERNATIONAL INC.


                                              By:  /s/ Stephen J. Cole-Hatchard
                                              Name: Stephen J. Cole-Hatchard
                                              Title:  CEO

Witness:


/s/ Amy Wagner-Mele
Secretary






                                   EXHIBIT A

                             FORM OF SUBSCRIPTION
                  (to be signed only on exercise of Warrant)

TO:  PROVO INTERNATIONAL INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___ ________ shares of the Common Stock covered by such Warrant; or ___ the
maximum number of shares of Common Stock covered by such Warrant pursuant to
the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___ $__________ in lawful money of the United States; and/or ___ the
cancellation of such portion of the attached Warrant as is exercisable for a
total of _______ shares of Common Stock (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this
Warrant with respect to the maximum number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth in Section
2.

The undersigned requests that the certificates for such shares be issued in
the name of, and delivered to
_______________________________________________________________________________
whose address is ______________________________________________________________
_________________________________________ .

The  undersigned  represents  and  warrants  that all  offers and sales by the
undersigned  of the  securities  issuable upon exercise of the within  Warrant
shall  be  made  pursuant  to  registration  of the  Common  Stock  under  the
Securities Act of 1933, as amended (the  "Securities  Act"), or pursuant to an
exemption from registration under the Securities Act.

Dated:___________________            ___________________________________________
                                     (Signature must conform to name of holder 
                                     as specified on the face of the Warrant)



                                     ___________________________________________

                                     ___________________________________________
                                     (Address)







                                   EXHIBIT B

                        FORM OF TRANSFEROR ENDORSEMENT
                  (To be signed only on transfer of Warrant)

                  For value received, the undersigned hereby sells, assigns,
and transfers unto the person(s) named below under the heading "Transferees"
the right represented by the within Warrant to purchase the percentage and
number of shares of Common Stock of PROVO INTERNATIONAL INC. to which the
within Warrant relates specified under the headings "Percentage Transferred"
and "Number Transferred," respectively, opposite the name(s) of such person(s)
and appoints each such person Attorney to transfer its respective right on the
books of PROVO INTERNATIONAL INC. with full power of substitution in the
premises.




+----------------------------------------+--------------------------------------+--------------------------------------+
|Transferees                             |Percentage Transferred                |Number Transferred                    |
+----------------------------------------+--------------------------------------+--------------------------------------+
                                                                                                       
|                                        |                                      |                                      |
|                                        |                                      |                                      |
+----------------------------------------+--------------------------------------+--------------------------------------+
|                                        |                                      |                                      | 
|                                        |                                      |                                      | 
+----------------------------------------+--------------------------------------+--------------------------------------+
|                                        |                                      |                                      |
|                                        |                                      |                                      |
+----------------------------------------+--------------------------------------+--------------------------------------+
                                                                                                                        

Dated:  ______________, ___________                              _______________________________________________________
                                                                 (Signature must conform to name of holder as specified 
                                                                 on the face of the warrant)

Signed in the presence of:


_________________________________________                        _______________________________________________________
         (Name)                                                  
                                                                 _______________________________________________________
                                                                           (address)

ACCEPTED AND AGREED:
[TRANSFEREE]

                                                                 _______________________________________________________
                                                                 
                                                                 _______________________________________________________
                                                                           (address)


_________________________________________                        
         (Name)






                                      10


EXHIBIT 10.37



                  THIS NOTE AND THE COMMON SHARES ISSUABLE
         UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE
         UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD,
         OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
         TO THIS NOTE UNDER SAID ACT OR AN OPINION OF
         COUNSEL REASONABLY SATISFACTORY TO PROVO
         INTERNATIONAL INC. THAT SUCH REGISTRATION IS NOT
         REQUIRED.

                                CONVERTIBLE NOTE
                                ----------------

         FOR VALUE RECEIVED, PROVO INTERNATIONAL INC., a Delaware corporation
(hereinafter called "Borrower"), hereby promises to pay to STONESTREET LIMITED
PARTNERSHIP, c/o Canaccord Capital Corporation, 320 Bay Street, Suite 1300,
Toronto, Ontario M5H 4A6, Canada, Fax: (416) 956-8989 (the "Holder") or order,
without demand, the sum of Three Hundred Thousand Dollars ($300,000.00), with
simple interest accruing at the annual rate of eight percent (8%), on January
27, 2006 (the "Maturity Date").

         This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower and the Holder, dated of even date herewith (the
"Subscription Agreement"), and shall be governed by the terms of such
Subscription Agreement. Unless otherwise
 separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement. The following terms shall apply to this Note:

                                    ARTICLE I

                               GENERAL PROVISIONS

         1.1 Payment Grace Period. The Borrower shall have a ten (10) day grace
period to pay any monetary amounts due under this Note, after which grace period
a default interest rate of fifteen percent (15%) per annum shall apply to the
amounts owed hereunder.

         1.2 Conversion Privileges. The Conversion Privileges set forth in
Article II shall remain in full force and effect immediately from the date
hereof and until the Note is paid in full regardless of the occurrence of an
Event of Default. The Note shall be payable in full on the Maturity Date, unless
previously converted into Common Stock in accordance with Article II hereof;
provided, that if an Event of Default has occurred (whether or not such Event of
Default is continuing), the Borrower may not pay this Note on or after the
Maturity Date, without the consent of the Holder.

         1.3 Interest Rate. Simple interest payable on this Note shall accrue at
the annual rate of eight percent (8%) and be payable upon each Conversion, June
30, 2004 and semi-annually thereafter, and on the Maturity Date, accelerated or
otherwise, when the principal and remaining accrued but unpaid interest shall be
due and payable, or sooner as described below.






                                   ARTICLE II

                                CONVERSION RIGHTS

         The Holder shall have the right to convert the principal due under this
Note into Shares of the Borrower's Common Stock, $.01 par value per share
("Common Stock") as set forth below.

         2.1. Conversion into the Borrower's Common Stock.

              (a) The Holder shall have the right from and after the date of the
issuance of this Note and then at any time until this Note is fully paid, to
convert any outstanding and unpaid principal portion of this Note, and accrued
interest, at the election of the Holder (the date of giving of such notice of
conversion being a "Conversion Date") into fully paid and nonassessable shares
of Common Stock as such stock exists on the date of issuance of this Note, or
any shares of capital stock of Borrower into which such Common Stock shall
hereafter be changed or reclassified, at the conversion price as defined in
Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein.
Upon delivery to the Borrower of a Notice of Conversion as described in Section
7 of the Subscription Agreement of the Holder's written request for conversion,
Borrower shall issue and deliver to the Holder within three business days from
the Conversion Date ("Delivery Date") that number of shares of Common Stock for
the portion of the Note converted in accordance with the foregoing. At the
election of the Holder, the Borrower will deliver accrued but unpaid interest on
the Note in the manner provided in Section 1.3 through the Conversion Date
directly to the Holder on or before the Delivery Date (as defined in the
Subscription Agreement). The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
principal of the Note and interest to be converted, by the Conversion Price.

              (b) Subject to adjustment as provided in Section 2.1(c) hereof,
the Conversion Price per share shall be $.25 ("Maximum Base Price").

              (c) The Maximum Base Price and number and kind of shares or other
securities to be issued upon conversion determined pursuant to Section 2.1(a),
shall be subject to adjustment from time to time upon the happening of certain
events while this conversion right remains outstanding, as follows:

                   A. Merger, Sale of Assets, etc. If the Borrower at any time
shall consolidate with or merge into or sell or convey all or substantially all
its assets to any other corporation, this Note, as to the unpaid principal
portion thereof and accrued interest thereon, shall thereafter be deemed to
evidence the right to purchase such number and kind of shares or other
securities and property as would have been issuable or distributable on account
of such consolidation, merger, sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision shall
similarly apply to successive transactions of a similar nature by any such
successor or purchaser. Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

                   B. Reclassification, etc. If the Borrower at any time shall,
by reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes, this Note, as to the
unpaid principal portion thereof and accrued interest thereon, shall thereafter
be deemed to evidence the right to purchase an adjusted number of such
securities and kind of securities as would have been issuable as the result of
such change with respect to the Common Stock immediately prior to such
reclassification or other change.

                   C. Stock Splits, Combinations and Dividends. If the shares of
Common Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock, or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be proportionately reduced in case
of subdivision of shares or stock dividend or proportionately increased in the
case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such event bears
to the total number of shares of Common Stock outstanding immediately prior to
such event.

                   D. Share Issuance. At any time this Note is outstanding,
except for the Excepted Issuances (as defined in the Subscription Agreement),
the Borrower shall offer, issue or agree to issue any Common Stock or securities
convertible into or exercisable for shares of Common Stock to any person, firm
or corporation at a price per share or conversion or exercise price per share
which shall be less than the Conversion Price, then the Conversion Price or
other price at which Common Stock may be purchased upon conversion of this Note
is automatically reduced to such lower price per share. The Borrower will notify
the Holder within two business days of the occurrence of any event which results
in the reduction of the Conversion Price.

                   E. For purposes of Section 2.1(c)(D) above, Fair Market Value
of a share of Common Stock as of a particular date (the "Determination Date")
shall mean the Fair Market Value of a share of the Borrower's Common Stock. Fair
Market Value of a share of Common Stock as of a Determination Date shall mean:

          (i) If the Borrower's Common Stock is traded on an exchange or is
          quoted on the National Association of Securities Dealers, Inc.
          Automated Quotation ("NASDAQ") National Market System, the NASDAQ
          SmallCap Market or the American Stock Exchange, Inc., then the closing
          or last sale price, respectively, reported for the last business day
          immediately preceding the Determination Date.

          (ii) If the Borrower's Common Stock is not traded on an exchange or on
          the NASDAQ National Market System, the NASDAQ SmallCap Market or the
          American Stock Exchange, Inc., but is traded in the over-the-counter
          market, then the mean of the closing bid and asked prices reported for
          the last business day immediately preceding the Determination Date.

               (iii) Except as provided in clause (d) below, if the Borrower's
          Common Stock is not publicly traded, then as the Holder and the
          Borrower agree or in the absence of agreement by arbitration in
          accordance with the rules then standing of the American Arbitration
          Association, before a single arbitrator to be chosen from a panel of
          persons qualified by education and training to pass on the matter to
          be decided.

          (iv) If the Determination Date is the date of a liquidation,
          dissolution or winding up, or any event deemed to be a liquidation,
          dissolution or winding up pursuant to the Borrower's charter, then all
          amounts to be payable per share to holders of the Common Stock
          pursuant to the charter in the event of such liquidation, dissolution
          or winding up, plus all other amounts to be payable per share in
          respect of the Common Stock in liquidation under the charter, assuming
          for the purposes of this clause (d) that all of the shares of Common
          Stock then issuable upon exercise of all of the Warrants are
          outstanding at the Determination Date.

              (d) Whenever the Conversion Price is adjusted pursuant to Section
2.1(c) above, the Borrower shall promptly mail to the Holder a notice setting
forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

              (e) During the period the conversion right exists, Borrower will
reserve from its authorized and unissued Common Stock not less than two hundred
percent (200%) of the number of shares of the Common Stock upon the full
conversion of this Note. Borrower represents that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable. Borrower agrees
that its issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the conversion of this Note.

              (f) The terms of this Note are modifiable by the Holder pursuant
to but not limited to Section 12(b) of the Subscription Agreement.

         2.2 Method of Conversion. This Note may be converted by the Holder in
whole or in part as described in Section 2.1(a) hereof and the Subscription
Agreement. Upon partial conversion of this Note, a new Note containing the same
date and provisions of this Note shall, at the request of the Holder, be issued
by the Borrower to the Holder for the principal balance of this Note and
interest which shall not have been converted or paid.

         2.3 Maximum Conversion. The Holder shall not be entitled to convert on
a Conversion Date that amount of the Note in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates on a
Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Holder and its affiliates of more than 9.99% of the
outstanding shares of Common Stock of the Borrower on such Conversion Date. For
the purposes of the provision to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate conversions of only
9.99% and aggregate conversion by the Holder may exceed 9.99%. The Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section 2.3 will limit any conversion hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination of which portion of the Notes are convertible shall be the
responsibility and obligation of the Holder. The Holder may void the conversion
limitation described in this Section 2.3 upon and effective after 61 days prior
written notice to the Borrower. The Holder may allocate which of the equity of
the Borrower deemed beneficially owned by the Holder shall be included in the
9.99% amount described above and which shall be allocated to the excess above
9.99%.

                                   ARTICLE III

                                EVENT OF DEFAULT

         The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of principal
and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, upon demand, without presentment, or
grace period, all of which hereby are expressly waived, except as set forth
below:

         3.1 Failure to Pay Principal or Interest. The Borrower fails to pay any
installment of principal, interest or other sum due under this Note when due and
such failure continues for a period of ten (10) days after the due date. The ten
(10) day period described in this Section 3.1 is the same ten (10) day period
described in Section 1.1 hereof.

         3.2 Breach of Covenant. The Borrower breaches any material covenant or
other term or condition of the Subscription Agreement or this Note in any
material respect and such breach, if subject to cure, continues for a period of
ten (10) business days after written notice to the Borrower from the Holder.

         3.3 Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement, or in any agreement, statement or certificate given in writing
pursuant hereto or in connection therewith shall be false or misleading in any
material respect as of the date made and the Closing Date.

         3.4 Receiver or Trustee. The Borrower shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

         3.5 Judgments. Any money judgment, writ or similar final process shall
be entered or filed against Borrower or any of its property or other assets for
more than $50,000, and shall remain unvacated, unbonded or unstayed for a period
of forty-five (45) days.

         3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law,
or the issuance of any notice in relation to such event, for the relief of
debtors shall be instituted by or against the Borrower and if instituted against
Borrower are not dismissed within 45 days of initiation.

         3.7 Delisting. Delisting of the Common Stock from the American Stock
Exchange ("Amex") or such other principal exchange on which the Common Stock is
listed for trading; failure to comply with the requirements for continued
listing on the Amex for a period of three consecutive trading days; or
notification from the Amex or any Principal Market that the Borrower is not in
compliance with the conditions for such continued listing on the Amex or other
Principal Market.

         3.8 Stop Trade. An SEC stop trade order or Principal Market trading
suspension that lasts for five or more consecutive trading days.

         3.9 Failure to Deliver Common Stock or Replacement Note. Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note and Sections 7 and 11 of the Subscription Agreement, and
if required, a replacement Note.

         3.10 Non-Registration Event. The occurrence of a Non-Registration Event
as described in Section 11.4 of the Subscription Agreement.

         3.11 Reverse Splits. The Borrower effectuates a reverse split of its
common stock without the prior written consent of the Holder.

         3.12 Security Agreement. An "Event of Default" as defined in the
Security Agreement dated at or about the date of this Note delivered by Borrower
to Holder (the "Security Agreement").

         3.13 Cross Default. A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement, in each case, which is not cured after any required
notice and/or cure period.

                                   ARTICLE IV

                                SECURITY INTEREST

         4. Security Interest/Waiver of Automatic Stay. This Note is secured by
a security interest granted to the Collateral Agent for the benefit of the
Holder pursuant to the Security Agreement, as delivered by Borrower to Holder.
The Borrower acknowledges and agrees that should a proceeding under any
bankruptcy or insolvency law be commenced by or against the Borrower, or if any
of the Collateral (as defined in the Security Agreement) should become the
subject of any bankruptcy or insolvency proceeding, then the Holder should be
entitled to, among other relief to which the Holder may be entitled under the
Note, Security Agreement, Subscription Agreement and any other agreement to
which the Borrower and Holder are parties (collectively, "Loan Documents")
and/or applicable law, an order from the court granting immediate relief from
the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to
exercise all of its rights and remedies pursuant to the Loan Documents and/or
applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY
IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION
OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION,
11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN
ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to
any motion for relief from stay that may be filed by the Holder in any
bankruptcy or insolvency proceeding initiated by or against the Borrower and,
further, agrees not to file any opposition to any motion for relief from stay
filed by the Holder. The Borrower represents, acknowledges and agrees that this
provision is a specific and material aspect of the Loan Documents, and that the
Holder would not agree to the terms of the Loan Documents if this waiver were
not a part of this Note. The Borrower further represents, acknowledges and
agrees that this waiver is knowingly, intelligently and voluntarily made, that
neither the Holder nor any person acting on behalf of the Holder has made any
representations to induce this waiver, that the Borrower has been represented
(or has had the opportunity to he represented) in the signing of this Note and
the Loan Documents and in the making of this waiver by independent legal counsel
selected by the Borrower and that the Borrower has discussed this waiver with
counsel.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1 Failure or Indulgence Not Waiver. No failure or delay on the part
of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

         5.2 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Borrower to: Provo International
Inc., One Blue Hill Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen
J. Cole, Chief Executive Officer, telecopier: (845) 623-8669, with a copy by
telecopier only to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W.,
Suite 300, Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier:
(202) 295-8478, and (ii) if to the Holder, to the name, address and telecopy
number set forth on the front page of this Note, with a copy by telecopier only
to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575.

         5.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

         5.4 Assignability. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.

         5.5 Cost of Collection. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys' fees.

         5.6 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. Both parties and the individual
signing this Agreement on behalf of the Borrower agree to submit to the
jurisdiction of such courts. The prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs.

         5.7 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.

         5.8 Redemption. This Note may not be redeemed or paid before the
Maturity Date, and if an Event of Default has occurred after the Maturity Date
without the consent of the Holder.








         5.9 Shareholder Status. The Holder shall not have rights as a
shareholder of the Borrower with respect to unconverted portions of this Note.
However, the Holder will have the right of a shareholder of the Borrower with
respect to the Shares of Common Stock to be received after delivery by the
Holder of a Conversion Notice to the Borrower.

         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer on this 27th day of January, 2004.


                                             PROVO INTERNATIONAL INC.



                                             By:  /s/  Stephen J. Cole-Hatchard
                                             Name: Stephen J. Cole-Hatchard
                                             Title: CEO

WITNESS:



______________________________________






                              NOTICE OF CONVERSION
                              --------------------

(To be executed by the Registered Holder in order to convert the Note)


         The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by PROVO INTERNATIONAL
INC. on January 27, 2004 into Shares of Common Stock of PROVO INTERNATIONAL INC.
(the "Borrower") according to the conditions set forth in such Note, as of the
date written below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________




EXHIBIT 10.38



THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO PROVO INTERNATIONAL INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                   Right to Purchase 600,000 shares of Common Stock of Provo
                   International Inc. (subject to adjustment as provided herein)

                   COMMON STOCK PURCHASE WARRANT (SUBSCRIBER)


No. 2004-JAN-002                                    Issue Date: January 27, 2004

         PROVO INTERNATIONAL INC., a corporation organized under the laws of the
State of Delaware (the "Company"), hereby certifies that, for value received,
STONESTREET LIMITED PARTNERSHIP, c/o Canaccord Capital Corporation, 320 Bay
Street, Suite 1300, Toronto, Ontario M5H 4A6, Canada, Fax: (416) 956-8989, or
its assigns (the "Holder"), is entitled, subject to the terms set forth below,
to purchase from the Company at any time after the Issue Date up to 5:00 p.m.,
E.S.T on January 27, 2009 (the "Expiration Date"), up to 600,000 fully paid and
nonassessable shares of the
 common stock of the Company (the "Common Stock"),
$.01 par value per share at a per share purchase price of $.38. The
aforedescribed purchase price per share, as adjusted from time to time as herein
provided, is referred to herein as the "Purchase Price." The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein. The Company may reduce the Purchase Price without
the consent of the Holder. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Subscription Agreement
(the "Subscription Agreement"), dated January 27, 2004, between the Company and
the Holder.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include Provo International Inc. and any
corporation which shall succeed or assume the obligations of Provo International
Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.01 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

         (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.







         1. Exercise of Warrant.

              1.1. Number of Shares Issuable upon Exercise. From and after the
Issue Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

              1.2. Full Exercise. This Warrant may be exercised in full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.

              1.3. Partial Exercise. This Warrant may be exercised in part (but
not for a fractional share) by surrender of this Warrant in the manner and at
the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a)
the number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of shares of Common
Stock for which such Warrant may still be exercised.

              1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                   (a) If the Company's Common Stock is traded on an exchange or
is quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, Inc., then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;

                   (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then the average of the closing bid and ask prices reported for the last
business day immediately preceding the Determination Date;

                   (c) Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company agree,
or in the absence of such an agreement, by arbitration in accordance with the
rules then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided; or

                   (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.

              1.5. Company Acknowledgment. The Company will, at the time of the
exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

              1.6. Trustee for Warrant Holders. In the event that a bank or
trust company shall have been appointed as trustee for the Holder of the
Warrants pursuant to Subsection 3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as hereinafter described) and shall
accept, in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.

              1.7 Delivery of Stock Certificates, etc. on Exercise. The Company
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share of Common Stock, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

              1.8 Cashless Exercise.

                   (a) Payment upon exercise of this Warrant may be made at the
option of the Holder either in (i) cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon
exercise of the Warrants in accordance with Section (b) below or (iii) by a
combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the holder
per the terms of this Warrant) and the holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

                   (b) Notwithstanding any provisions herein to the contrary, if
the Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the holder a number of shares of Common Stock computed using the
following formula:

                           X=Y (A-B)
                                     A

                  Where    X=       the number of shares of Common Stock to be 
                                    issued to the holder

                           Y=       the number of shares of Common Stock
                                    purchasable under the Warrant or, if only a
                                    portion of the Warrant is being exercised,
                                    the portion of the Warrant being exercised
                                    (at the date of such calculation)

                           A=       the Fair Market Value of one share of the
                                    Company's Common Stock (at the date of such
                                    calculation)

                           B=       Purchase Price (as adjusted to the date of 
                                    such calculation)

                   (c) The Holder may not employ the cashless exercise feature
described above at any time that the Warrant Stock to be issued upon exercise is
included for unrestricted resale in an effective Registration Statement (as
defined in the Subscription Agreement).

         2. Intentionally Omitted.

         3. Adjustment for Reorganization, Consolidation, Merger, etc.

              3.1. Reorganization, Consolidation, Merger, etc. In case at any
time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

              3.2. Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such dissolution pursuant to this Section 3 to a bank or trust company (a
"Trustee") having its principal office in New York, NY, as trustee for the
Holder of the Warrants.

              3.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any Other Securities, including, in the case of any
such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction described in this Section 3, then only in such event will the
Company's securities and property (including cash, where applicable) receivable
by the Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.

              3.4 Share Issuance. During the period this Warrant is outstanding,
if the Company shall issue any shares of Common Stock except for the Excepted
Issuances (as defined in the Subscription Agreement), prior to the complete
exercise of this Warrant for a consideration less than the Purchase Price that
would be in effect at the time of such issue, then, and thereafter successively
upon each such issue, the Purchase Price shall be reduced to such other lower
issue price. For purposes of this adjustment, the issuance of any security of
the Company carrying the right to convert such security into shares of Common
Stock or of any warrant, right or option to purchase Common Stock shall result
in an adjustment to the Purchase Price upon the issuance of the above-described
security, warrant, right, or option. The reduction of the Purchase Price
described in this Section 3.4 is in addition to the other rights of the Holder
described in the Subscription Agreement.

         4. Extraordinary Events Regarding Common Stock. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

         6. Reservation of Stock, etc. Issuable on Exercise of Warrant;
Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

         7. Assignment; Exchange of Warrant. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor"). On the
surrender for exchange of this Warrant, with the Transferor's endorsement in the
form of Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to the Company that
the transfer of this Warrant will be in compliance with applicable securities
laws, the Company at its expense, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

         8. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9. Registration Rights. The Holder of this Warrant has been granted
certain registration rights by the Company. These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. Upon the occurrence of a Non-Registration
Event, or in the event the Company is unable to issue Common Stock upon exercise
of this Warrant that has been registered in a Registration Statement described
in Section 11 of the Subscription Agreement, within the time periods described
in the Subscription Agreement, which Registration Statement must be effective
for the periods set forth in the Subscription Agreement, then upon written
demand made by the Holder, the Company will pay to the Holder of this Warrant,
in lieu of delivering Common Stock, a sum equal to the closing price of the
Company's Common Stock on the principal market or exchange upon which the Common
Stock is listed for trading on the trading date immediately preceding the date
notice is given by the Holder, less the Purchase Price, for each share of Common
Stock designated in such notice from the Holder.

         10. Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 9.99% of the outstanding shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate exercises which
would result in the issuance of more than 9.99%. The restriction described in
this paragraph may be revoked upon and effective after sixty-one (61) days prior
notice from the Holder to the Company. The Holder may allocate which of the
equity of the Company deemed beneficially owned by the Subscriber shall be
included in the 9.99% amount described above and which shall be allocated to the
excess above 9.99%.

         11. Warrant Agent. The Company may, by written notice to the Holder of
the Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing
Common Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

         12. Transfer on the Company's Books. Until this Warrant is transferred
on the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: Provo International
Inc., One Blue Hill Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen
J. Cole, Chief Executive Officer, telecopier: (845) 623-8669, with a copy by
telecopier only to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W.,
Suite 300, Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier:
(202) 295-8478; (ii) if to the Holder, to the address and telecopier number
listed on the first paragraph of this Warrant, with a copy by telecopier only
to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575; and (iii) if to the Broker, to:
Berry-Shino Securities, Inc., 45 Broadway, 9th Floor, New York, New York 10006,
Attn: Asher Brand, telecopier: (212) 344-2383.

         15. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.







         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                        PROVO INTERNATIONAL INC.



                                        By:      /s/ Stephen J. Cole-Hatchard
                                        Name: Stephen J. Cole-Hatchard
                                        Title:  CEO



Witness:


/s/ Amy Wagner-Mele
-------------------
Secretary
---------








                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  PROVO INTERNATIONAL INC.
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or
___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___ $__________ in lawful money of the United States; and/or ___ the
cancellation of such portion of the attached Warrant as is exercisable for a
total of _______ shares of Common Stock (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to _____________________________________________________
whose address is _____________________________________________________________
______________________________________________________________________________ .


The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.


Dated:___________________          ____________________________________________
                                   (Signature must conform to name of holder as
                                    specified on the face of the Warrant)


                                   ____________________________________________
                                   ____________________________________________
                                   (Address)







                                    EXHIBIT B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)


         For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of PROVO INTERNATIONAL INC. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of PROVO
INTERNATIONAL INC. with full power of substitution in the premises.


Transferees             Percentage Transferred                Number Transferred
-----------             ----------------------                ------------------








Dated: __________, _________           _________________________________________
                                       (Signature must conform to name of holder
                                        as specified on the face of the warrant)

Signed in the presence of:

                                            
____________________________           _________________________________________
      (Name)                           _________________________________________
                                          (address)

ACCEPTED AND AGREED:                   _________________________________________
[TRANSFEREE]                           _________________________________________
                                          (address)

____________________________
      (Name)






EXHIBIT 10.39



                  THIS NOTE AND THE COMMON SHARES ISSUABLE
         UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE
         UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD,
         OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
         TO THIS NOTE UNDER SAID ACT OR AN OPINION OF
         COUNSEL REASONABLY SATISFACTORY TO PROVO
         INTERNATIONAL INC. THAT SUCH REGISTRATION IS NOT
         REQUIRED.

                                CONVERTIBLE NOTE
                                ----------------

         FOR VALUE RECEIVED, PROVO INTERNATIONAL INC., a Delaware corporation
(hereinafter called "Borrower"), hereby promises to pay to CONGREGATION MISHKAN
SHOLOM INCORPORATED, 9612 Van Nuys Boulevard, Suite 108, Panorama City, CA
91403, Fax: 818-892-9844 (the "Holder") or order, without demand, the sum of One
Hundred and Fifty Thousand Dollars ($150,000.00), with simple interest accruing
at the annual rate of eight percent (8%), on January 27, 2006 (the "Maturity
Date").

         This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower and the Holder, dated of even date herewith (the
"Subscription Agreement"), and shall be governed by the terms of such
Subscription Agreement. Unless otherwise separately
 defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement. The following terms shall apply to this Note:

                                    ARTICLE I

                               GENERAL PROVISIONS

         1.1 Payment Grace Period. The Borrower shall have a ten (10) day grace
period to pay any monetary amounts due under this Note, after which grace period
a default interest rate of fifteen percent (15%) per annum shall apply to the
amounts owed hereunder.

         1.2 Conversion Privileges. The Conversion Privileges set forth in
Article II shall remain in full force and effect immediately from the date
hereof and until the Note is paid in full regardless of the occurrence of an
Event of Default. The Note shall be payable in full on the Maturity Date, unless
previously converted into Common Stock in accordance with Article II hereof;
provided, that if an Event of Default has occurred (whether or not such Event of
Default is continuing), the Borrower may not pay this Note on or after the
Maturity Date, without the consent of the Holder.

         1.3 Interest Rate. Simple interest payable on this Note shall accrue at
the annual rate of eight percent (8%) and be payable upon each Conversion, June
30, 2004 and semi-annually thereafter, and on the Maturity Date, accelerated or
otherwise, when the principal and remaining accrued but unpaid interest shall be
due and payable, or sooner as described below.






                                   ARTICLE II

                                CONVERSION RIGHTS

         The Holder shall have the right to convert the principal due under this
Note into Shares of the Borrower's Common Stock, $.01 par value per share
("Common Stock") as set forth below.

         2.1. Conversion into the Borrower's Common Stock.

         (a) The Holder shall have the right from and after the date of the
issuance of this Note and then at any time until this Note is fully paid, to
convert any outstanding and unpaid principal portion of this Note, and accrued
interest, at the election of the Holder (the date of giving of such notice of
conversion being a "Conversion Date") into fully paid and nonassessable shares
of Common Stock as such stock exists on the date of issuance of this Note, or
any shares of capital stock of Borrower into which such Common Stock shall
hereafter be changed or reclassified, at the conversion price as defined in
Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein.
Upon delivery to the Borrower of a Notice of Conversion as described in Section
7 of the Subscription Agreement of the Holder's written request for conversion,
Borrower shall issue and deliver to the Holder within three business days from
the Conversion Date ("Delivery Date") that number of shares of Common Stock for
the portion of the Note converted in accordance with the foregoing. At the
election of the Holder, the Borrower will deliver accrued but unpaid interest on
the Note in the manner provided in Section 1.3 through the Conversion Date
directly to the Holder on or before the Delivery Date (as defined in the
Subscription Agreement). The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
principal of the Note and interest to be converted, by the Conversion Price.

         (b) Subject to adjustment as provided in Section 2.1(c) hereof, the
Conversion Price per share shall be $.25 ("Maximum Base Price").

         (c) The Maximum Base Price and number and kind of shares or other
securities to be issued upon conversion determined pursuant to Section 2.1(a),
shall be subject to adjustment from time to time upon the happening of certain
events while this conversion right remains outstanding, as follows:

              A. Merger, Sale of Assets, etc. If the Borrower at any time shall
consolidate with or merge into or sell or convey all or substantially all its
assets to any other corporation, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right to purchase such number and kind of shares or other securities and
property as would have been issuable or distributable on account of such
consolidation, merger, sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision shall
similarly apply to successive transactions of a similar nature by any such
successor or purchaser. Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

              B. Reclassification, etc. If the Borrower at any time shall, by
reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes, this Note, as to the
unpaid principal portion thereof and accrued interest thereon, shall thereafter
be deemed to evidence the right to purchase an adjusted number of such
securities and kind of securities as would have been issuable as the result of
such change with respect to the Common Stock immediately prior to such
reclassification or other change.

              C. Stock Splits, Combinations and Dividends. If the shares of
Common Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock, or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be proportionately reduced in case
of subdivision of shares or stock dividend or proportionately increased in the
case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such event bears
to the total number of shares of Common Stock outstanding immediately prior to
such event.

              D. Share Issuance. At any time this Note is outstanding, except
for the Excepted Issuances (as defined in the Subscription Agreement), the
Borrower shall offer, issue or agree to issue any Common Stock or securities
convertible into or exercisable for shares of Common Stock to any person, firm
or corporation at a price per share or conversion or exercise price per share
which shall be less than the Conversion Price, then the Conversion Price or
other price at which Common Stock may be purchased upon conversion of this Note
is automatically reduced to such lower price per share. The Borrower will notify
the Holder within two business days of the occurrence of any event which results
in the reduction of the Conversion Price.

              E. For purposes of Section 2.1(c)(D) above, Fair Market Value of a
share of Common Stock as of a particular date (the "Determination Date") shall
mean the Fair Market Value of a share of the Borrower's Common Stock. Fair
Market Value of a share of Common Stock as of a Determination Date shall mean:

          (i) If the Borrower's Common Stock is traded on an exchange or is
          quoted on the National Association of Securities Dealers, Inc.
          Automated Quotation ("NASDAQ") National Market System, the NASDAQ
          SmallCap Market or the American Stock Exchange, Inc., then the closing
          or last sale price, respectively, reported for the last business day
          immediately preceding the Determination Date.

          (ii) If the Borrower's Common Stock is not traded on an exchange or on
          the NASDAQ National Market System, the NASDAQ SmallCap Market or the
          American Stock Exchange, Inc., but is traded in the over-the-counter
          market, then the mean of the closing bid and asked prices reported for
          the last business day immediately preceding the Determination Date.

               (iii) Except as provided in clause (d) below, if the Borrower's
          Common Stock is not publicly traded, then as the Holder and the
          Borrower agree or in the absence of agreement by arbitration in
          accordance with the rules then standing of the American Arbitration
          Association, before a single arbitrator to be chosen from a panel of
          persons qualified by education and training to pass on the matter to
          be decided.

          (iv) If the Determination Date is the date of a liquidation,
          dissolution or winding up, or any event deemed to be a liquidation,
          dissolution or winding up pursuant to the Borrower's charter, then all
          amounts to be payable per share to holders of the Common Stock
          pursuant to the charter in the event of such liquidation, dissolution
          or winding up, plus all other amounts to be payable per share in
          respect of the Common Stock in liquidation under the charter, assuming
          for the purposes of this clause (d) that all of the shares of Common
          Stock then issuable upon exercise of all of the Warrants are
          outstanding at the Determination Date.

         (d) Whenever the Conversion Price is adjusted pursuant to Section
2.1(c) above, the Borrower shall promptly mail to the Holder a notice setting
forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

         (e) During the period the conversion right exists, Borrower will
reserve from its authorized and unissued Common Stock not less than two hundred
percent (200%) of the number of shares of the Common Stock upon the full
conversion of this Note. Borrower represents that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable. Borrower agrees
that its issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the conversion of this Note.

         (f) The terms of this Note are modifiable by the Holder pursuant to but
not limited to Section 12(b) of the Subscription Agreement.

         2.2 Method of Conversion. This Note may be converted by the Holder in
whole or in part as described in Section 2.1(a) hereof and the Subscription
Agreement. Upon partial conversion of this Note, a new Note containing the same
date and provisions of this Note shall, at the request of the Holder, be issued
by the Borrower to the Holder for the principal balance of this Note and
interest which shall not have been converted or paid.

         2.3 Maximum Conversion. The Holder shall not be entitled to convert on
a Conversion Date that amount of the Note in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates on a
Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Holder and its affiliates of more than 9.99% of the
outstanding shares of Common Stock of the Borrower on such Conversion Date. For
the purposes of the provision to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate conversions of only
9.99% and aggregate conversion by the Holder may exceed 9.99%. The Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section 2.3 will limit any conversion hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination of which portion of the Notes are convertible shall be the
responsibility and obligation of the Holder. The Holder may void the conversion
limitation described in this Section 2.3 upon and effective after 61 days prior
written notice to the Borrower. The Holder may allocate which of the equity of
the Borrower deemed beneficially owned by the Holder shall be included in the
9.99% amount described above and which shall be allocated to the excess above
9.99%.

                                   ARTICLE III

                                EVENT OF DEFAULT

         The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of principal
and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, upon demand, without presentment, or
grace period, all of which hereby are expressly waived, except as set forth
below:

         3.1 Failure to Pay Principal or Interest. The Borrower fails to pay any
installment of principal, interest or other sum due under this Note when due and
such failure continues for a period of ten (10) days after the due date. The ten
(10) day period described in this Section 3.1 is the same ten (10) day period
described in Section 1.1 hereof.

         3.2 Breach of Covenant. The Borrower breaches any material covenant or
other term or condition of the Subscription Agreement or this Note in any
material respect and such breach, if subject to cure, continues for a period of
ten (10) business days after written notice to the Borrower from the Holder.

         3.3 Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement, or in any agreement, statement or certificate given in writing
pursuant hereto or in connection therewith shall be false or misleading in any
material respect as of the date made and the Closing Date.

         3.4 Receiver or Trustee. The Borrower shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

         3.5 Judgments. Any money judgment, writ or similar final process shall
be entered or filed against Borrower or any of its property or other assets for
more than $50,000, and shall remain unvacated, unbonded or unstayed for a period
of forty-five (45) days.

         3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law,
or the issuance of any notice in relation to such event, for the relief of
debtors shall be instituted by or against the Borrower and if instituted against
Borrower are not dismissed within 45 days of initiation.

         3.7 Delisting. Delisting of the Common Stock from the American Stock
Exchange ("Amex") or such other principal exchange on which the Common Stock is
listed for trading; failure to comply with the requirements for continued
listing on the Amex for a period of three consecutive trading days; or
notification from the Amex or any Principal Market that the Borrower is not in
compliance with the conditions for such continued listing on the Amex or other
Principal Market.

         3.8 Stop Trade. An SEC stop trade order or Principal Market trading
suspension that lasts for five or more consecutive trading days.

         3.9 Failure to Deliver Common Stock or Replacement Note. Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note and Sections 7 and 11 of the Subscription Agreement, and
if required, a replacement Note.

         3.10 Non-Registration Event. The occurrence of a Non-Registration Event
as described in Section 11.4 of the Subscription Agreement.

         3.11 Reverse Splits. The Borrower effectuates a reverse split of its
common stock without the prior written consent of the Holder.

         3.12 Security Agreement. An "Event of Default" as defined in the
Security Agreement dated at or about the date of this Note delivered by Borrower
to Holder (the "Security Agreement").

         3.13 Cross Default. A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement, in each case, which is not cured after any required
notice and/or cure period.

                                   ARTICLE IV

                                SECURITY INTEREST

         4. Security Interest/Waiver of Automatic Stay. This Note is secured by
a security interest granted to the Collateral Agent for the benefit of the
Holder pursuant to the Security Agreement, as delivered by Borrower to Holder.
The Borrower acknowledges and agrees that should a proceeding under any
bankruptcy or insolvency law be commenced by or against the Borrower, or if any
of the Collateral (as defined in the Security Agreement) should become the
subject of any bankruptcy or insolvency proceeding, then the Holder should be
entitled to, among other relief to which the Holder may be entitled under the
Note, Security Agreement, Subscription Agreement and any other agreement to
which the Borrower and Holder are parties (collectively, "Loan Documents")
and/or applicable law, an order from the court granting immediate relief from
the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to
exercise all of its rights and remedies pursuant to the Loan Documents and/or
applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY
IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION
OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION,
11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN
ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to
any motion for relief from stay that may be filed by the Holder in any
bankruptcy or insolvency proceeding initiated by or against the Borrower and,
further, agrees not to file any opposition to any motion for relief from stay
filed by the Holder. The Borrower represents, acknowledges and agrees that this
provision is a specific and material aspect of the Loan Documents, and that the
Holder would not agree to the terms of the Loan Documents if this waiver were
not a part of this Note. The Borrower further represents, acknowledges and
agrees that this waiver is knowingly, intelligently and voluntarily made, that
neither the Holder nor any person acting on behalf of the Holder has made any
representations to induce this waiver, that the Borrower has been represented
(or has had the opportunity to he represented) in the signing of this Note and
the Loan Documents and in the making of this waiver by independent legal counsel
selected by the Borrower and that the Borrower has discussed this waiver with
counsel.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1 Failure or Indulgence Not Waiver. No failure or delay on the part
of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

         5.2 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Borrower to: Provo International
Inc., One Blue Hill Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen
J. Cole, Chief Executive Officer, telecopier: (845) 623-8669, with a copy by
telecopier only to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W.,
Suite 300, Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier:
(202) 295-8478, and (ii) if to the Holder, to the name, address and telecopy
number set forth on the front page of this Note, with a copy by telecopier only
to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575.

         5.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

         5.4 Assignability. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.

         5.5 Cost of Collection. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys' fees.

         5.6 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. Both parties and the individual
signing this Agreement on behalf of the Borrower agree to submit to the
jurisdiction of such courts. The prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs.

         5.7 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.

         5.8 Redemption. This Note may not be redeemed or paid before the
Maturity Date, and if an Event of Default has occurred after the Maturity Date
without the consent of the Holder.




  



         5.9 Shareholder Status. The Holder shall not have rights as a
shareholder of the Borrower with respect to unconverted portions of this Note.
However, the Holder will have the right of a shareholder of the Borrower with
respect to the Shares of Common Stock to be received after delivery by the
Holder of a Conversion Notice to the Borrower.

         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer on this 27th day of January, 2004.


                                             PROVO INTERNATIONAL INC.



                                             By:  /s/  Stephen J. Cole-Hatchard
                                             Name: Stephen J. Cole-Hatchard
                                             Title: CEO

WITNESS:



______________________________________






                              NOTICE OF CONVERSION
                              --------------------

(To be executed by the Registered Holder in order to convert the Note)


         The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by PROVO INTERNATIONAL
INC. on January 27, 2004 into Shares of Common Stock of PROVO INTERNATIONAL INC.
(the "Borrower") according to the conditions set forth in such Note, as of the
date written below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________






EXHIBIT 10.40

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE  ABSENCE OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER SAID ACT OR AN  OPINION  OF COUNSEL  REASONABLY
SATISFACTORY  TO  PROVO  INTERNATIONAL  INC.  THAT  SUCH  REGISTRATION  IS NOT
REQUIRED.

                  Right to Purchase 300,000 shares of Common Stock of Provo 
                  International Inc. (subject to adjustment as provided herein)

                  COMMON STOCK PURCHASE WARRANT (SUBSCRIBER)

No. 2004-JAN-003                                   Issue Date: January 27, 2004

         PROVO INTERNATIONAL INC., a corporation organized under the laws of
the State of Delaware (the "Company"), hereby certifies that, for value
received, CONGREGATION MISHKAN SHOLOM INCORPORATED, 9612 Van Nuys Boulevard,
Suite 108, Panorama City, CA 91403, Fax: 818-892-9844, or its assigns (the
"Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company at any time after the Issue Date up to 5:00 p.m., E.S.T on January
27, 2009 (the "Expiration Date"), up to 300,000 fully paid and nonassessable
shares of the common stock of the Company
 (the "Common Stock"), $.01 par value
per share at a per share purchase price of $.38. The aforedescribed purchase
price per share, as adjusted from time to time as herein provided, is referred
to herein as the "Purchase Price." The number and character of such shares of
Common Stock and the Purchase Price are subject to adjustment as provided
herein. The Company may reduce the Purchase Price without the consent of the
Holder. Capitalized terms used and not otherwise defined herein shall have the
meanings set forth in that certain Subscription Agreement (the "Subscription
Agreement"), dated January 27, 2004, between the Company and the Holder.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include Provo International Inc. and any
corporation which shall succeed or assume the obligations of Provo
International Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.01 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan
of recapitalization, reorganization, merger, sale of assets or otherwise.

         (c) The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person
(corporate or otherwise) which the holder of the Warrant at any time shall be
entitled to receive, or shall have received, on the exercise of the Warrant,
in lieu of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common
Stock or Other Securities pursuant to Section 4 or otherwise.






        1.    Exercise of Warrant.

              1.1. Number of Shares Issuable upon Exercise. From and after the
Issue Date through and including the Expiration Date, the Holder hereof shall
be entitled to receive, upon exercise of this Warrant in whole in accordance
with the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

              1.2. Full Exercise. This Warrant may be exercised in full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of
its Warrant Agent (as provided hereinafter), accompanied by payment, in cash,
wire transfer or by certified or official bank check payable to the order of
the Company, in the amount obtained by multiplying the number of shares of
Common Stock for which this Warrant is then exercisable by the Purchase Price
then in effect.

              1.3. Partial Exercise. This Warrant may be exercised in part
(but not for a fractional share) by surrender of this Warrant in the manner
and at the place provided in subsection 1.2 except that the amount payable by
the Holder on such partial exercise shall be the amount obtained by
multiplying (a) the number of whole shares of Common Stock designated by the
Holder in the Subscription Form by (b) the Purchase Price then in effect. On
any such partial exercise, the Company, at its expense, will forthwith issue
and deliver to or upon the order of the Holder hereof a new Warrant of like
tenor, in the name of the Holder hereof or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may request, the whole number of
shares of Common Stock for which such Warrant may still be exercised.

              1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                   (a) If the Company's Common Stock is traded on an exchange
or is quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;

                   (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market
or the American Stock Exchange, Inc., but is traded in the over-the-counter
market, then the average of the closing bid and ask prices reported for the
last business day immediately preceding the Determination Date;

                   (c) Except as provided in clause (d) below, if the
Company's Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in
accordance with the rules then standing of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided; or

                   (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts
to be payable per share to holders of the Common Stock pursuant to the charter
in the event of such liquidation, dissolution or winding up, plus all other
amounts to be payable per share






in respect of the Common Stock in liquidation under the charter, assuming for
the purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.

              1.5. Company Acknowledgment. The Company will, at the time of
the exercise of the Warrant, upon the request of the Holder hereof acknowledge
in writing its continuing obligation to afford to such Holder any rights to
which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the Holder shall fail to
make any such request, such failure shall not affect the continuing obligation
of the Company to afford to such Holder any such rights.

              1.6. Trustee for Warrant Holders. In the event that a bank or
trust company shall have been appointed as trustee for the Holder of the
Warrants pursuant to Subsection 3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as hereinafter described) and shall
accept, in its own name for the account of the Company or such successor
person as may be entitled thereto, all amounts otherwise payable to the
Company or such successor, as the case may be, on exercise of this Warrant
pursuant to this Section 1.

              1.7  Delivery of Stock Certificates, etc. on Exercise. The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner
of such shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such shares as aforesaid. As
soon as practicable after the exercise of this Warrant in full or in part, and
in any event within five (5) days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder
would otherwise be entitled, cash equal to such fraction multiplied by the
then Fair Market Value of one full share of Common Stock, together with any
other stock or other securities and property (including cash, where
applicable) to which such Holder is entitled upon such exercise pursuant to
Section 1 or otherwise.

              1.8  Cashless Exercise.

                   (a) Payment upon exercise of this Warrant may be made at the
option of the Holder either in (i) cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the
applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable
upon exercise of the Warrants in accordance with Section (b) below or (iii) by
a combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect
any adjustment in the total number of shares of Common Stock issuable to the
holder per the terms of this Warrant) and the holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

                   (b) Notwithstanding any provisions herein to the contrary,
if the Fair Market Value of one share of Common Stock is greater than the
Purchase Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant for cash, the holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof
being cancelled) by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Subscription






Form in which event the Company shall issue to the holder a number of shares
of Common Stock computed using the following formula:

                         X=Y (A-B)
                           -------
                              A

                Where    X=     the number of shares of Common Stock to be 
                                issued to the holder

                         Y=     the  number  of  shares  of  Common  Stock
                                purchasable  under the Warrant or, if only
                                a  portion   of  the   Warrant   is  being
                                exercised,  the  portion  of  the  Warrant
                                being  exercised  (at  the  date  of  such
                                calculation)

                         A=     the Fair Market  Value of one share of the
                                Company's  Common  Stock  (at the  date of
                                such calculation)

                         B=     Purchase Price (as adjusted to the date of such 
                                calculation)

                  (c) The Holder may not employ the cashless exercise feature
described above at any time that the Warrant Stock to be issued upon exercise
is included for unrestricted resale in an effective Registration Statement (as
defined in the Subscription Agreement).

         2.       Intentionally Omitted.

         3.       Adjustment for Reorganization, Consolidation, Merger, etc.

                  3.1. Reorganization, Consolidation, Merger, etc. In case at
any time or from time to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any
plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction,
proper and adequate provision shall be made by the Company whereby the Holder
of this Warrant, on the exercise hereof as provided in Section 1, at any time
after the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu
of the Common Stock (or Other Securities) issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.

                  3.2. Dissolution. In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties
or assets, the Company, prior to such dissolution, shall at its expense
deliver or cause to be delivered the stock and other securities and property
(including cash, where applicable) receivable by the Holder of the Warrants
after the effective date of such dissolution pursuant to this Section 3 to a
bank or trust company (a "Trustee") having its principal office in New York,
NY, as trustee for the Holder of the Warrants.

                  3.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may 






be, and shall be binding upon the issuer of any Other Securities, including,
in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person
shall have expressly assumed the terms of this Warrant as provided in Section
4. In the event this Warrant does not continue in full force and effect after
the consummation of the transaction described in this Section 3, then only in
such event will the Company's securities and property (including cash, where
applicable) receivable by the Holder of the Warrants be delivered to the
Trustee as contemplated by Section 3.2.

                  3.4 Share Issuance. During the period this Warrant is
outstanding, if the Company shall issue any shares of Common Stock except for
the Excepted Issuances (as defined in the Subscription Agreement), prior to
the complete exercise of this Warrant for a consideration less than the
Purchase Price that would be in effect at the time of such issue, then, and
thereafter successively upon each such issue, the Purchase Price shall be
reduced to such other lower issue price. For purposes of this adjustment, the
issuance of any security of the Company carrying the right to convert such
security into shares of Common Stock or of any warrant, right or option to
purchase Common Stock shall result in an adjustment to the Purchase Price upon
the issuance of the above-described security, warrant, right, or option. The
reduction of the Purchase Price described in this Section 3.4 is in addition
to the other rights of the Holder described in the Subscription Agreement.

                  4. Extraordinary Events Regarding Common Stock. In the event
that the Company shall (a) issue additional shares of the Common Stock as a
dividend or other distribution on outstanding Common Stock, (b) subdivide its
outstanding shares of Common Stock, or (c) combine its outstanding shares of
the Common Stock into a smaller number of shares of the Common Stock, then, in
each such event, the Purchase Price shall, simultaneously with the happening
of such event, be adjusted by multiplying the then Purchase Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such event and the denominator of which shall
be the number of shares of Common Stock outstanding immediately after such
event, and the product so obtained shall thereafter be the Purchase Price then
in effect. The Purchase Price, as so adjusted, shall be readjusted in the same
manner upon the happening of any successive event or events described herein
in this Section 4. The number of shares of Common Stock that the Holder of
this Warrant shall thereafter, on the exercise hereof as provided in Section
1, be entitled to receive shall be adjusted to a number determined by
multiplying the number of shares of Common Stock that would otherwise (but for
the provisions of this Section 4) be issuable on such exercise by a fraction
of which (a) the numerator is the Purchase Price that would otherwise (but for
the provisions of this Section 4) be in effect, and (b) the denominator is the
Purchase Price in effect on the date of such exercise.

                  5. Certificate as to Adjustments. In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrants, the Company at its expense will
promptly cause its Chief Financial Officer or other appropriate designee to
compute such adjustment or readjustment in accordance with the terms of the
Warrant and prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration received
or receivable by the Company for any additional shares of Common Stock (or
Other Securities) issued or sold or deemed to have been issued or sold, (b)
the number of shares of Common Stock (or Other Securities) outstanding or
deemed to be outstanding, and (c) the Purchase Price and the number of shares
of Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. The Company will forthwith mail a copy
of each such certificate to the Holder of the Warrant and any Warrant Agent of
the Company (appointed pursuant to Section 11 hereof).






                  6. Reservation of Stock, etc. Issuable on Exercise of
Warrant; Financial Statements. The Company will at all times reserve and keep
available, solely for issuance and delivery on the exercise of the Warrants,
all shares of Common Stock (or Other Securities) from time to time issuable on
the exercise of the Warrant. This Warrant entitles the Holder hereof to
receive copies of all financial and other information distributed or required
to be distributed to the holders of the Company's Common Stock.

                  7. Assignment; Exchange of Warrant. Subject to compliance
with applicable securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a "Transferor").
On the surrender for exchange of this Warrant, with the Transferor's
endorsement in the form of Exhibit B attached hereto (the "Transferor
Endorsement Form") and together with an opinion of counsel reasonably
satisfactory to the Company that the transfer of this Warrant will be in
compliance with applicable securities laws, the Company at its expense, but
with payment by the Transferor of any applicable transfer taxes, will issue
and deliver to or on the order of the Transferor thereof a new Warrant or
Warrants of like tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a "Transferee"), calling
in the aggregate on the face or faces thereof for the number of shares of
Common Stock called for on the face or faces of the Warrant so surrendered by
the Transferor.

                  8. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.

                  9. Registration Rights. The Holder of this Warrant has been
granted certain registration rights by the Company. These registration rights
are set forth in the Subscription Agreement. The terms of the Subscription
Agreement are incorporated herein by this reference. Upon the occurrence of a
Non-Registration Event, or in the event the Company is unable to issue Common
Stock upon exercise of this Warrant that has been registered in a Registration
Statement described in Section 11 of the Subscription Agreement, within the
time periods described in the Subscription Agreement, which Registration
Statement must be effective for the periods set forth in the Subscription
Agreement, then upon written demand made by the Holder, the Company will pay
to the Holder of this Warrant, in lieu of delivering Common Stock, a sum equal
to the closing price of the Company's Common Stock on the principal market or
exchange upon which the Common Stock is listed for trading on the trading date
immediately preceding the date notice is given by the Holder, less the
Purchase Price, for each share of Common Stock designated in such notice from
the Holder.

         10.  Maximum  Exercise.  The Holder shall not be entitled to exercise
this Warrant on an exercise date, in connection  with that number of shares of
Common  Stock  which would be in excess of the sum of (i) the number of shares
of Common  Stock  beneficially  owned by the Holder and its  affiliates  on an
exercise date, and (ii) the number of shares of Common Stock issuable upon the
exercise  of this  Warrant  with  respect to which the  determination  of this
limitation is being made on an exercise date, which would result in beneficial
ownership  by the  Holder  and  its  affiliates  of  more  than  9.99%  of the
outstanding  shares of Common  Stock on such  date.  For the  purposes  of the
immediately  preceding sentence,  beneficial  ownership shall be determined in
accordance  with Section  13(d) of the  Securities  Exchange  Act of 1934,  as
amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
shall not be limited to aggregate exercises which would result in the issuance
of more than 9.99%. The restriction described in this paragraph may be revoked
upon and effective  after  sixty-one (61) days prior notice from the Holder to
the Company. The Holder may allocate which of the equity of the






Company deemed beneficially owned by the Subscriber shall be included in the
9.99% amount described above and which shall be allocated to the excess above
9.99%.

                  11. Warrant Agent. The Company may, by written notice to the
Holder of the Warrant, appoint an agent (a "Warrant Agent") for the purpose of
issuing Common Stock (or Other Securities) on the exercise of this Warrant
pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such Warrant Agent.

                  12. Transfer on the Company's Books. Until this Warrant is
transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary.

                  13. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service
with charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the
second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications
shall be: (i) if to the Company to: Provo International Inc., One Blue Hill
Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen J. Cole, Chief
Executive Officer, telecopier: (845) 623-8669, with a copy by telecopier only
to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W., Suite 300,
Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier: (202)
295-8478; (ii) if to the Holder, to the address and telecopier number listed
on the first paragraph of this Warrant, with a copy by telecopier only to:
Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575; and (iii) if to the Broker, to:
Berry-Shino Securities, Inc., 45 Broadway, 9th Floor, New York, New York
10006, Attn: Asher Brand, telecopier: (212) 344-2383.

                  15. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver,
discharge or termination is sought. This Warrant shall be construed and
enforced in accordance with and governed by the laws of New York. Any dispute
relating to this Warrant shall be adjudicated in New York County in the State
of New York. The headings in this Warrant are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof. The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.






         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                 PROVO INTERNATIONAL INC.

                                 By:      /s/ Stephen J. Cole-Hatchard
                                 Name: Stephen J. Cole-Hatchard
                                 Title:  CEO

Witness:

/s/ Amy Wagner-Mele
Secretary






                                   EXHIBIT A

                             FORM OF SUBSCRIPTION
                  (to be signed only on exercise of Warrant)



TO:  PROVO INTERNATIONAL INC.

The undersigned,  pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___ ________  shares of the Common Stock covered by such  Warrant;  or

___ the  maximum  number of shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes payment of the full purchase  price for such
shares  at the  price  per  share  provided  for in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___  $__________  in  lawful  money  of the  United  States;  and/or  ___  the
cancellation  of such portion of the attached  Warrant as is exercisable for a
total of _______ shares of Common Stock (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in  accordance  with the  formula  set forth in  Section 2, to  exercise  this
Warrant  with  respect  to the  maximum  number  of  shares  of  Common  Stock
purchasable  pursuant to the cashless exercise  procedure set forth in Section
2.

The undersigned  requests that the  certificates  for such shares be issued in
the name of,  and  delivered  to  ____________________________________________
whose  address  is  __________________________________________________________
___________________________ .

The  undersigned  represents  and  warrants  that all  offers and sales by the
undersigned  of the  securities  issuable upon exercise of the within  Warrant
shall  be  made  pursuant  to  registration  of the  Common  Stock  under  the
Securities Act of 1933, as amended (the  "Securities  Act"), or pursuant to an
exemption from registration under the Securities Act.

Dated:___________________            __________________________________________
                                     (Signature must conform to name of holder 
                                     as specified on the face of the Warrant)


                                     __________________________________________

                                     __________________________________________
                                                    (Address)






                                      10

2/17/2003, 1:15 PM

                                   EXHIBIT B


                        FORM OF TRANSFEROR ENDORSEMENT
                  (To be signed only on transfer of Warrant)

         For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number
of shares of Common Stock of PROVO INTERNATIONAL INC. to which the within
Warrant relates specified under the headings "Percentage Transferred" and
"Number Transferred," respectively, opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the
books of PROVO INTERNATIONAL INC. with full power of substitution in the
premises.




+----------------------------------------+--------------------------------------+--------------------------------------+
|Transferees                             |Percentage Transferred                |Number Transferred                    |
+----------------------------------------+--------------------------------------+--------------------------------------+
                                                                           
|                                        |                                      |                                      |
|                                        |                                      |                                      |
+----------------------------------------+--------------------------------------+--------------------------------------+
|                                        |                                      |                                      |
|                                        |                                      |                                      |
+----------------------------------------+--------------------------------------+--------------------------------------+
|                                        |                                      |                                      |
|                                        |                                      |                                      |
+----------------------------------------+--------------------------------------+--------------------------------------+


Dated:  ______________, ___________                              _______________________________________________________
                                                                 (Signature must conform to name of holder as specified 
                                                                 on the face of the warrant)

Signed in the presence of:


_________________________________________                        _______________________________________________________
         (Name)                                                  
                                                                 _______________________________________________________
                                                                           (address)

ACCEPTED AND AGREED:
[TRANSFEREE]

                                                                 _______________________________________________________
                                                                 
                                                                 _______________________________________________________
                                                                           (address)


_________________________________________                        
         (Name)






                                      10


EXHIBIT 10.41



               THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
          CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
          NOTE AND THE COMMON SHARES ISSUABLE UPON
          CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
          FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
          OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
          NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL
          REASONABLY SATISFACTORY TO PROVO INTERNATIONAL
          INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                CONVERTIBLE NOTE
                                ----------------

         FOR VALUE RECEIVED, PROVO INTERNATIONAL INC., a Delaware corporation
(hereinafter called "Borrower"), hereby promises to pay to LUCRATIVE
INVESTMENTS, Ajeltake Island, P.O. Box 1405, Majuro Marshall Island M.H. 96960,
Fax: 011-35041555 (the "Holder") or order, without demand, the sum of Fifty
Thousand Dollars ($50,000.00), with simple interest accruing at the annual rate
of eight percent (8%), on January 27, 2006 (the "Maturity Date").

         This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower and the Holder, dated of even date herewith (the
"Subscription Agreement"), and shall be governed by the terms of such
Subscription Agreement. Unless otherwise separately defined herein, all
capitalized
 terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement. The following terms shall apply to this Note:

                                    ARTICLE I

                               GENERAL PROVISIONS

         1.1 Payment Grace Period. The Borrower shall have a ten (10) day grace
period to pay any monetary amounts due under this Note, after which grace period
a default interest rate of fifteen percent (15%) per annum shall apply to the
amounts owed hereunder.

         1.2 Conversion Privileges. The Conversion Privileges set forth in
Article II shall remain in full force and effect immediately from the date
hereof and until the Note is paid in full regardless of the occurrence of an
Event of Default. The Note shall be payable in full on the Maturity Date, unless
previously converted into Common Stock in accordance with Article II hereof;
provided, that if an Event of Default has occurred (whether or not such Event of
Default is continuing), the Borrower may not pay this Note on or after the
Maturity Date, without the consent of the Holder.

         1.3 Interest Rate. Simple interest payable on this Note shall accrue at
the annual rate of eight percent (8%) and be payable upon each Conversion, June
30, 2004 and semi-annually thereafter, and on the Maturity Date, accelerated or
otherwise, when the principal and remaining accrued but unpaid interest shall be
due and payable, or sooner as described below.




                                       1




                                   ARTICLE II

                                CONVERSION RIGHTS

         The Holder shall have the right to convert the principal due under this
Note into Shares of the Borrower's Common Stock, $.01 par value per share
("Common Stock") as set forth below.

         2.1. Conversion into the Borrower's Common Stock.

         (a) The Holder shall have the right from and after the date of the
issuance of this Note and then at any time until this Note is fully paid, to
convert any outstanding and unpaid principal portion of this Note, and accrued
interest, at the election of the Holder (the date of giving of such notice of
conversion being a "Conversion Date") into fully paid and nonassessable shares
of Common Stock as such stock exists on the date of issuance of this Note, or
any shares of capital stock of Borrower into which such Common Stock shall
hereafter be changed or reclassified, at the conversion price as defined in
Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein.
Upon delivery to the Borrower of a Notice of Conversion as described in Section
7 of the Subscription Agreement of the Holder's written request for conversion,
Borrower shall issue and deliver to the Holder within three business days from
the Conversion Date ("Delivery Date") that number of shares of Common Stock for
the portion of the Note converted in accordance with the foregoing. At the
election of the Holder, the Borrower will deliver accrued but unpaid interest on
the Note in the manner provided in Section 1.3 through the Conversion Date
directly to the Holder on or before the Delivery Date (as defined in the
Subscription Agreement). The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
principal of the Note and interest to be converted, by the Conversion Price.

         (b) Subject to adjustment as provided in Section 2.1(c) hereof, the
Conversion Price per share shall be $.25 ("Maximum Base Price").

         (c) The Maximum Base Price and number and kind of shares or other
securities to be issued upon conversion determined pursuant to Section 2.1(a),
shall be subject to adjustment from time to time upon the happening of certain
events while this conversion right remains outstanding, as follows:

              A. Merger, Sale of Assets, etc. If the Borrower at any time shall
consolidate with or merge into or sell or convey all or substantially all its
assets to any other corporation, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right to purchase such number and kind of shares or other securities and
property as would have been issuable or distributable on account of such
consolidation, merger, sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision shall
similarly apply to successive transactions of a similar nature by any such
successor or purchaser. Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

              B. Reclassification, etc. If the Borrower at any time shall, by
reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes, this Note, as to the
unpaid principal portion thereof and accrued interest thereon, shall thereafter
be deemed to evidence the right to purchase an adjusted number of such
securities and kind of securities as would have been issuable as the result of
such change with respect to the Common Stock immediately prior to such
reclassification or other change.

              C. Stock Splits, Combinations and Dividends. If the shares of
Common Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock, or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be proportionately reduced in case
of subdivision of shares or stock dividend or proportionately increased in the
case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such event bears
to the total number of shares of Common Stock outstanding immediately prior to
such event.

              D. Share Issuance. At any time this Note is outstanding, except
for the Excepted Issuances (as defined in the Subscription Agreement), the
Borrower shall offer, issue or agree to issue any Common Stock or securities
convertible into or exercisable for shares of Common Stock to any person, firm
or corporation at a price per share or conversion or exercise price per share
which shall be less than the Conversion Price, then the Conversion Price or
other price at which Common Stock may be purchased upon conversion of this Note
is automatically reduced to such lower price per share. The Borrower will notify
the Holder within two business days of the occurrence of any event which results
in the reduction of the Conversion Price.

              E. For purposes of Section 2.1(c)(D) above, Fair Market Value of a
share of Common Stock as of a particular date (the "Determination Date") shall
mean the Fair Market Value of a share of the Borrower's Common Stock. Fair
Market Value of a share of Common Stock as of a Determination Date shall mean:

          (i) If the Borrower's Common Stock is traded on an exchange or is
          quoted on the National Association of Securities Dealers, Inc.
          Automated Quotation ("NASDAQ") National Market System, the NASDAQ
          SmallCap Market or the American Stock Exchange, Inc., then the closing
          or last sale price, respectively, reported for the last business day
          immediately preceding the Determination Date.

          (ii) If the Borrower's Common Stock is not traded on an exchange or on
          the NASDAQ National Market System, the NASDAQ SmallCap Market or the
          American Stock Exchange, Inc., but is traded in the over-the-counter
          market, then the mean of the closing bid and asked prices reported for
          the last business day immediately preceding the Determination Date.

               (iii) Except as provided in clause (d) below, if the Borrower's
          Common Stock is not publicly traded, then as the Holder and the
          Borrower agree or in the absence of agreement by arbitration in
          accordance with the rules then standing of the American Arbitration
          Association, before a single arbitrator to be chosen from a panel of
          persons qualified by education and training to pass on the matter to
          be decided.

               (iv) If the Determination Date is the date of a liquidation,
          dissolution or winding up, or any event deemed to be a liquidation,
          dissolution or winding up pursuant to the Borrower's charter, then all
          amounts to be payable per share to holders of the Common Stock
          pursuant to the charter in the event of such liquidation, dissolution
          or winding up, plus all other amounts to be payable per share in
          respect of the Common Stock in liquidation under the charter, assuming
          for the purposes of this clause (d) that all of the shares of Common
          Stock then issuable upon exercise of all of the Warrants are
          outstanding at the Determination Date.

         (d) Whenever the Conversion Price is adjusted pursuant to Section
2.1(c) above, the Borrower shall promptly mail to the Holder a notice setting
forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

         (e) During the period the conversion right exists, Borrower will
reserve from its authorized and unissued Common Stock not less than two hundred
percent (200%) of the number of shares of the Common Stock upon the full
conversion of this Note. Borrower represents that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable. Borrower agrees
that its issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the conversion of this Note.

         (f) The terms of this Note are modifiable by the Holder pursuant to but
not limited to Section 12(b) of the Subscription Agreement.

         2.2 Method of Conversion. This Note may be converted by the Holder in
whole or in part as described in Section 2.1(a) hereof and the Subscription
Agreement. Upon partial conversion of this Note, a new Note containing the same
date and provisions of this Note shall, at the request of the Holder, be issued
by the Borrower to the Holder for the principal balance of this Note and
interest which shall not have been converted or paid.

         2.3 Maximum Conversion. The Holder shall not be entitled to convert on
a Conversion Date that amount of the Note in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates on a
Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Holder and its affiliates of more than 9.99% of the
outstanding shares of Common Stock of the Borrower on such Conversion Date. For
the purposes of the provision to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate conversions of only
9.99% and aggregate conversion by the Holder may exceed 9.99%. The Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section 2.3 will limit any conversion hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination of which portion of the Notes are convertible shall be the
responsibility and obligation of the Holder. The Holder may void the conversion
limitation described in this Section 2.3 upon and effective after 61 days prior
written notice to the Borrower. The Holder may allocate which of the equity of
the Borrower deemed beneficially owned by the Holder shall be included in the
9.99% amount described above and which shall be allocated to the excess above
9.99%.

                                   ARTICLE III

                                EVENT OF DEFAULT

         The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of principal
and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, upon demand, without presentment, or
grace period, all of which hereby are expressly waived, except as set forth
below:

         3.1 Failure to Pay Principal or Interest. The Borrower fails to pay any
installment of principal, interest or other sum due under this Note when due and
such failure continues for a period of ten (10) days after the due date. The ten
(10) day period described in this Section 3.1 is the same ten (10) day period
described in Section 1.1 hereof.

         3.2 Breach of Covenant. The Borrower breaches any material covenant or
other term or condition of the Subscription Agreement or this Note in any
material respect and such breach, if subject to cure, continues for a period of
ten (10) business days after written notice to the Borrower from the Holder.

         3.3 Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement, or in any agreement, statement or certificate given in writing
pursuant hereto or in connection therewith shall be false or misleading in any
material respect as of the date made and the Closing Date.

         3.4 Receiver or Trustee. The Borrower shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

         3.5 Judgments. Any money judgment, writ or similar final process shall
be entered or filed against Borrower or any of its property or other assets for
more than $50,000, and shall remain unvacated, unbonded or unstayed for a period
of forty-five (45) days.

         3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law,
or the issuance of any notice in relation to such event, for the relief of
debtors shall be instituted by or against the Borrower and if instituted against
Borrower are not dismissed within 45 days of initiation.

         3.7 Delisting. Delisting of the Common Stock from the American Stock
Exchange ("Amex") or such other principal exchange on which the Common Stock is
listed for trading; failure to comply with the requirements for continued
listing on the Amex for a period of three consecutive trading days; or
notification from the Amex or any Principal Market that the Borrower is not in
compliance with the conditions for such continued listing on the Amex or other
Principal Market.

         3.8 Stop Trade. An SEC stop trade order or Principal Market trading
suspension that lasts for five or more consecutive trading days.

         3.9 Failure to Deliver Common Stock or Replacement Note. Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note and Sections 7 and 11 of the Subscription Agreement, and
if required, a replacement Note.

         3.10 Non-Registration Event. The occurrence of a Non-Registration Event
as described in Section 11.4 of the Subscription Agreement.

         3.11 Reverse Splits. The Borrower effectuates a reverse split of its
common stock without the prior written consent of the Holder.

         3.12 Security Agreement. An "Event of Default" as defined in the
Security Agreement dated at or about the date of this Note delivered by Borrower
to Holder (the "Security Agreement").

         3.13 Cross Default. A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement, in each case, which is not cured after any required
notice and/or cure period.

                                   ARTICLE IV

                                SECURITY INTEREST

         4. Security Interest/Waiver of Automatic Stay. This Note is secured by
a security interest granted to the Collateral Agent for the benefit of the
Holder pursuant to the Security Agreement, as delivered by Borrower to Holder.
The Borrower acknowledges and agrees that should a proceeding under any
bankruptcy or insolvency law be commenced by or against the Borrower, or if any
of the Collateral (as defined in the Security Agreement) should become the
subject of any bankruptcy or insolvency proceeding, then the Holder should be
entitled to, among other relief to which the Holder may be entitled under the
Note, Security Agreement, Subscription Agreement and any other agreement to
which the Borrower and Holder are parties (collectively, "Loan Documents")
and/or applicable law, an order from the court granting immediate relief from
the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to
exercise all of its rights and remedies pursuant to the Loan Documents and/or
applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY
IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION
OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION,
11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN
ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to
any motion for relief from stay that may be filed by the Holder in any
bankruptcy or insolvency proceeding initiated by or against the Borrower and,
further, agrees not to file any opposition to any motion for relief from stay
filed by the Holder. The Borrower represents, acknowledges and agrees that this
provision is a specific and material aspect of the Loan Documents, and that the
Holder would not agree to the terms of the Loan Documents if this waiver were
not a part of this Note. The Borrower further represents, acknowledges and
agrees that this waiver is knowingly, intelligently and voluntarily made, that
neither the Holder nor any person acting on behalf of the Holder has made any
representations to induce this waiver, that the Borrower has been represented
(or has had the opportunity to he represented) in the signing of this Note and
the Loan Documents and in the making of this waiver by independent legal counsel
selected by the Borrower and that the Borrower has discussed this waiver with
counsel.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1 Failure or Indulgence Not Waiver. No failure or delay on the part
of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

         5.2 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Borrower to: Provo International
Inc., One Blue Hill Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen
J. Cole, Chief Executive Officer, telecopier: (845) 623-8669, with a copy by
telecopier only to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W.,
Suite 300, Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier:
(202) 295-8478, and (ii) if to the Holder, to the name, address and telecopy
number set forth on the front page of this Note, with a copy by telecopier only
to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575.

         5.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

         5.4 Assignability. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.

         5.5 Cost of Collection. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys' fees.

         5.6 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. Both parties and the individual
signing this Agreement on behalf of the Borrower agree to submit to the
jurisdiction of such courts. The prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs.

         5.7 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.

         5.8 Redemption. This Note may not be redeemed or paid before the
Maturity Date, and if an Event of Default has occurred after the Maturity Date
without the consent of the Holder.










         5.9 Shareholder Status. The Holder shall not have rights as a
shareholder of the Borrower with respect to unconverted portions of this Note.
However, the Holder will have the right of a shareholder of the Borrower with
respect to the Shares of Common Stock to be received after delivery by the
Holder of a Conversion Notice to the Borrower.

         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer on this 27th day of January, 2004.

                                             PROVO INTERNATIONAL INC.



                                              By:  /s/  Stephen J. Cole-Hatchard
                                              Name: Stephen J. Cole-Hatchard
                                              Title: CEO

WITNESS:



______________________________________






                              NOTICE OF CONVERSION
                              --------------------

(To be executed by the Registered Holder in order to convert the Note)


         The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by PROVO INTERNATIONAL
INC. on January 27, 2004 into Shares of Common Stock of PROVO INTERNATIONAL INC.
(the "Borrower") according to the conditions set forth in such Note, as of the
date written below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________




EXHIBIT 10.42



THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO PROVO INTERNATIONAL INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                   Right to Purchase 100,000 shares of Common Stock of Provo
                   International Inc. (subject to adjustment as provided herein)

              COMMON STOCK PURCHASE WARRANT (SUBSCRIBER)

No. 2004-JAN-004 Issue Date:                               January 27, 2004

         PROVO INTERNATIONAL INC., a corporation organized under the laws of the
State of Delaware (the "Company"), hereby certifies that, for value received,
LUCRATIVE INVESTMENTS, Ajeltake Island, P.O. Box 1405, Majuro Marshall Island
M.H. 96960, Fax: 011-35041555, or its assigns (the "Holder"), is entitled,
subject to the terms set forth below, to purchase from the Company at any time
after the Issue Date up to 5:00 p.m., E.S.T on January 27, 2009 (the "Expiration
Date"), up to 100,000 fully paid and nonassessable shares of the common stock of
the Company (the "Common Stock"),
 $.01 par value per share at a per share
purchase price of $.38. The aforedescribed purchase price per share, as adjusted
from time to time as herein provided, is referred to herein as the "Purchase
Price." The number and character of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided herein. The Company may reduce the
Purchase Price without the consent of the Holder. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in that certain
Subscription Agreement (the "Subscription Agreement"), dated January 27, 2004,
between the Company and the Holder.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include Provo International Inc. and any
corporation which shall succeed or assume the obligations of Provo International
Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.01 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

         (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.



                                       1





1. Exercise of Warrant.
   --------------------

         1.1. Number of Shares Issuable upon Exercise. From and after the Issue
Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

         1.2. Full Exercise. This Warrant may be exercised in full by the Holder
hereof by delivery of an original or facsimile copy of the form of subscription
attached as Exhibit A hereto (the "Subscription Form") duly executed by such
Holder and surrender of the original Warrant within seven (7) days of exercise,
to the Company at its principal office or at the office of its Warrant Agent (as
provided hereinafter), accompanied by payment, in cash, wire transfer or by
certified or official bank check payable to the order of the Company, in the
amount obtained by multiplying the number of shares of Common Stock for which
this Warrant is then exercisable by the Purchase Price then in effect.

         1.3. Partial Exercise. This Warrant may be exercised in part (but not
for a fractional share) by surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the Holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder hereof a new Warrant of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.

         1.4. Fair Market Value. Fair Market Value of a share of Common Stock as
of a particular date (the "Determination Date") shall mean:

              (a) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, Inc., then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;

              (b) If the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American
Stock Exchange, Inc., but is traded in the over-the-counter market, then the
average of the closing bid and ask prices reported for the last business day
immediately preceding the Determination Date;

              (c) Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company agree,
or in the absence of such an agreement, by arbitration in accordance with the
rules then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided; or

              (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.



                                       2





         1.5. Company Acknowledgment. The Company will, at the time of the
exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

         1.6. Trustee for Warrant Holders. In the event that a bank or trust
company shall have been appointed as trustee for the Holder of the Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as hereinafter described) and shall accept, in
its own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.

         1.7 Delivery of Stock Certificates, etc. on Exercise. The Company
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share of Common Stock, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

         1.8 Cashless Exercise.

              (a) Payment upon exercise of this Warrant may be made at the
option of the Holder either in (i) cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon
exercise of the Warrants in accordance with Section (b) below or (iii) by a
combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the holder
per the terms of this Warrant) and the holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

              (b) Notwithstanding any provisions herein to the contrary, if the
Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the holder a number of shares of Common Stock computed using the
following formula:





                                       3






                           X=Y (A-B)
                                     A

                  Where    X=       the number of shares of Common Stock to be 
                                    issued to the holder

                           Y=       the number of shares of Common Stock
                                    purchasable under the Warrant or, if only a
                                    portion of the Warrant is being exercised,
                                    the portion of the Warrant being exercised
                                    (at the date of such calculation)

                           A=       the Fair Market Value of one share of the
                                    Company's Common Stock (at the date of such
                                    calculation)

                           B=       Purchase Price (as adjusted to the date of 
                                    such calculation)

              (c) The Holder may not employ the cashless exercise feature
described above at any time that the Warrant Stock to be issued upon exercise is
included for unrestricted resale in an effective Registration Statement (as
defined in the Subscription Agreement).

         2.   Intentionally Omitted.

         3.   Adjustment for Reorganization, Consolidation, Merger, etc.

              3.1. Reorganization, Consolidation, Merger, etc. In case at any
time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

              3.2. Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such dissolution pursuant to this Section 3 to a bank or trust company (a
"Trustee") having its principal office in New York, NY, as trustee for the
Holder of the Warrants.

              3.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any Other Securities, including, in the case of any
such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction described in this Section 3, then only in such event will the
Company's securities and property (including cash, where applicable) receivable
by the Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.




                                       4





              3.4 Share Issuance. During the period this Warrant is outstanding,
if the Company shall issue any shares of Common Stock except for the Excepted
Issuances (as defined in the Subscription Agreement), prior to the complete
exercise of this Warrant for a consideration less than the Purchase Price that
would be in effect at the time of such issue, then, and thereafter successively
upon each such issue, the Purchase Price shall be reduced to such other lower
issue price. For purposes of this adjustment, the issuance of any security of
the Company carrying the right to convert such security into shares of Common
Stock or of any warrant, right or option to purchase Common Stock shall result
in an adjustment to the Purchase Price upon the issuance of the above-described
security, warrant, right, or option. The reduction of the Purchase Price
described in this Section 3.4 is in addition to the other rights of the Holder
described in the Subscription Agreement.

         4. Extraordinary Events Regarding Common Stock. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).



                                       5



         6. Reservation of Stock, etc. Issuable on Exercise of Warrant;
Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

         7. Assignment; Exchange of Warrant. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor"). On the
surrender for exchange of this Warrant, with the Transferor's endorsement in the
form of Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to the Company that
the transfer of this Warrant will be in compliance with applicable securities
laws, the Company at its expense, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

         8. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9. Registration Rights. The Holder of this Warrant has been granted
certain registration rights by the Company. These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. Upon the occurrence of a Non-Registration
Event, or in the event the Company is unable to issue Common Stock upon exercise
of this Warrant that has been registered in a Registration Statement described
in Section 11 of the Subscription Agreement, within the time periods described
in the Subscription Agreement, which Registration Statement must be effective
for the periods set forth in the Subscription Agreement, then upon written
demand made by the Holder, the Company will pay to the Holder of this Warrant,
in lieu of delivering Common Stock, a sum equal to the closing price of the
Company's Common Stock on the principal market or exchange upon which the Common
Stock is listed for trading on the trading date immediately preceding the date
notice is given by the Holder, less the Purchase Price, for each share of Common
Stock designated in such notice from the Holder.

         10. Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 9.99% of the outstanding shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate exercises which
would result in the issuance of more than 9.99%. The restriction described in
this paragraph may be revoked upon and effective after sixty-one (61) days prior
notice from the Holder to the Company. The Holder may allocate which of the
equity of the Company deemed beneficially owned by the Subscriber shall be
included in the 9.99% amount described above and which shall be allocated to the
excess above 9.99%.


                                       6




         11. Warrant Agent. The Company may, by written notice to the Holder of
the Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing
Common Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

         12. Transfer on the Company's Books. Until this Warrant is transferred
on the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: Provo International
Inc., One Blue Hill Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen
J. Cole, Chief Executive Officer, telecopier: (845) 623-8669, with a copy by
telecopier only to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W.,
Suite 300, Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier:
(202) 295-8478; (ii) if to the Holder, to the address and telecopier number
listed on the first paragraph of this Warrant, with a copy by telecopier only
to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575; and (iii) if to the Broker, to:
Berry-Shino Securities, Inc., 45 Broadway, 9th Floor, New York, New York 10006,
Attn: Asher Brand, telecopier: (212) 344-2383.

         15. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.



                                       7





         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                            PROVO INTERNATIONAL INC.



                                          By:      /s/ Stephen J. Cole-Hatchard
                                          Name: Stephen J. Cole-Hatchard
                                          Title:  CEO



Witness:


/s/ Amy Wagner-Mele
Secretary





                                       8





                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO: PROVO INTERNATIONAL INC.
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or
___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or
___      the  cancellation of such portion of the attached  Warrant as is 
exercisable for a total of _______ shares of Common Stock (using a Fair Market 
Value of $_______ per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  requests  that the  certificates  for such  shares  be issued
in the name of,  and  delivered  to___________________________________ whose 
address is____________________________________________________________. 

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.

Dated:___________________              _________________________________________
                                       (Signature must conform to name of holder
                                        as specified on the face of the Warrant)


                                       _________________________________________
                                       _________________________________________
                                       (Address)



                                       9




                                    EXHIBIT B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)


         For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of PROVO INTERNATIONAL INC. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of PROVO
INTERNATIONAL INC. with full power of substitution in the premises.



Transferees           Percentage Transferred                 Number Transferred
-----------           ----------------------                 ------------------







Dated:  __________, ___________        _________________________________________
                                       (Signature must conform to name of holder
                                        as specified on the face of the warrant)

Signed in the presence of:

_______________________________        _________________________________________
         (Name)                        _________________________________________
                                                 (address)

ACCEPTED AND AGREED:                   _________________________________________
[TRANSFEREE]                           _________________________________________
                                                 (address)

_______________________________
         (Name)




                                        10





EXHIBIT 10.43


THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO PROVO INTERNATIONAL INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                   Right to Purchase 400,000 shares of Common Stock of Provo
                   International Inc. (subject to adjustment as provided herein)

                     COMMON STOCK PURCHASE WARRANT (FINDER)

No. 2004-JAN-005                                 Issue Date: January 27, 2004

         PROVO INTERNATIONAL INC., a corporation organized under the laws of the
State of Delaware (the "Company"), hereby certifies that, for value received,
BERRY-SHINO SECURITIES, INC., 45 Broadway, 9th Floor, New York, New York 10006,
Telecopier: (212) 344-2383, or its assigns (the "Holder"), is entitled, subject
to the terms set forth below, to purchase from the Company at any time after the
Issue Date up to 5:00 p.m., E.S.T on January 27, 2009 (the "Expiration Date"),
up to 400,000 fully paid and nonassessable shares of the common stock of the
Company (the "Common Stock"), $.01 par
 value per share at a per share purchase
price of $.25. The aforedescribed purchase price per share, as adjusted from
time to time as herein provided, is referred to herein as the "Purchase Price."
The number and character of such shares of Common Stock and the Purchase Price
are subject to adjustment as provided herein. The Company may reduce the
Purchase Price without the consent of the Holder. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in that certain
Subscription Agreement (the "Subscription Agreement"), dated January 27, 2004,
between the Company and the Subscribers of the Company's Common Stock and
Warrants identical to this Warrant.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include Provo International Inc. and any
corporation which shall succeed or assume the obligations of Provo International
Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.01 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.




                                       1





         1. Exercise of Warrant.

              1.1. Number of Shares Issuable upon Exercise. From and after the
Issue Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

              1.2. Full Exercise. This Warrant may be exercised in full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.

              1.3. Partial Exercise. This Warrant may be exercised in part (but
not for a fractional share) by surrender of this Warrant in the manner and at
the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a)
the number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of shares of Common
Stock for which such Warrant may still be exercised.

              1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                   (a) If the Company's Common Stock is traded on an exchange or
is quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, Inc., then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;

                   (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then the average of the closing bid and ask prices reported for the last
business day immediately preceding the Determination Date;

                   (c) Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company agree,
or in the absence of such an agreement, by arbitration in accordance with the
rules then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided; or

                   (d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.


                                       2




              1.5. Company Acknowledgment. The Company will, at the time of the
exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

              1.6. Trustee for Warrant Holders. In the event that a bank or
trust company shall have been appointed as trustee for the Holder of the
Warrants pursuant to Subsection 3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as hereinafter described) and shall
accept, in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.

              1.7 Delivery of Stock Certificates, etc. on Exercise. The Company
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share of Common Stock, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

              1.8 Cashless Exercise.


                   (a) Payment upon exercise of this Warrant may be made at the
option of the Holder either in (i) cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon
exercise of the Warrants in accordance with Section (b) below or (iii) by a
combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the holder
per the terms of this Warrant) and the holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

                   (b) Notwithstanding any provisions herein to the contrary, if
the Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the holder a number of shares of Common Stock computed using the
following formula:


                                       3




                           X=Y (A-B)
                                     A

                  Where    X=       the number of shares of Common Stock to be 
                                    issued to the holder

                           Y=       the number of shares of Common Stock
                                    purchasable under the Warrant or, if only a
                                    portion of the Warrant is being exercised,
                                    the portion of the Warrant being exercised
                                    (at the date of such calculation)

                           A=       the Fair Market Value of one share of the
                                    Company's Common Stock (at the date of such
                                    calculation)

                           B=       Purchase Price (as adjusted to the date of 
                                    such calculation)

                   (c) The Holder may not employ the cashless exercise feature
described above at any time that the Warrant Stock to be issued upon exercise is
included for unrestricted resale in an effective Registration Statement (as
defined in the Subscription Agreement).

         2.   Intentionally Omitted.

         3.   Adjustment for Reorganization, Consolidation, Merger, etc.

              3.1. Reorganization, Consolidation, Merger, etc. In case at any
time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

              3.2. Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such dissolution pursuant to this Section 3 to a bank or trust company (a
"Trustee") having its principal office in New York, NY, as trustee for the
Holder of the Warrants.

              3.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any Other Securities, including, in the case of any
such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction described in this Section 3, then only in such event will the
Company's securities and property (including cash, where applicable) receivable
by the Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.


                                       4




              3.4 Share Issuance. During the period this Warrant is outstanding,
if the Company shall issue any shares of Common Stock except for the Excepted
Issuances (as defined in the Subscription Agreement), prior to the complete
exercise of this Warrant for a consideration less than the Purchase Price that
would be in effect at the time of such issue, then, and thereafter successively
upon each such issue, the Purchase Price shall be reduced to such other lower
issue price. For purposes of this adjustment, the issuance of any security of
the Company carrying the right to convert such security into shares of Common
Stock or of any warrant, right or option to purchase Common Stock shall result
in an adjustment to the Purchase Price upon the issuance of the above-described
security, warrant, right, or option. The reduction of the Purchase Price
described in this Section 3.4 is in addition to the other rights of the Holder
described in the Subscription Agreement.

         4. Extraordinary Events Regarding Common Stock. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

         6. Reservation of Stock, etc. Issuable on Exercise of Warrant;
Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.


                                       5




         7. Assignment; Exchange of Warrant. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor"). On the
surrender for exchange of this Warrant, with the Transferor's endorsement in the
form of Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to the Company that
the transfer of this Warrant will be in compliance with applicable securities
laws, the Company at its expense, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

         8. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9. Registration Rights. The Holder of this Warrant has been granted
certain registration rights by the Company. These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. Upon the occurrence of a Non-Registration
Event, or in the event the Company is unable to issue Common Stock upon exercise
of this Warrant that has been registered in a Registration Statement described
in Section 11 of the Subscription Agreement, within the time periods described
in the Subscription Agreement, which Registration Statement must be effective
for the periods set forth in the Subscription Agreement, then upon written
demand made by the Holder, the Company will pay to the Holder of this Warrant,
in lieu of delivering Common Stock, a sum equal to the closing price of the
Company's Common Stock on the principal market or exchange upon which the Common
Stock is listed for trading on the trading date immediately preceding the date
notice is given by the Holder, less the Purchase Price, for each share of Common
Stock designated in such notice from the Holder.

         10. Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 9.99% of the outstanding shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate exercises which
would result in the issuance of more than 9.99%. The restriction described in
this paragraph may be revoked upon and effective after sixty-one (61) days prior
notice from the Holder to the Company. The Holder may allocate which of the
equity of the Company deemed beneficially owned by the Subscriber shall be
included in the 9.99% amount described above and which shall be allocated to the
excess above 9.99%.


                                       6




         11. Warrant Agent. The Company may, by written notice to the Holder of
the Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing
Common Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

         12. Transfer on the Company's Books. Until this Warrant is transferred
on the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: Provo International
Inc., One Blue Hill Plaza, 7th Floor, Pearl River, New York 10965, Attn: Stephen
J. Cole, Chief Executive Officer, telecopier: (845) 623-8669, with a copy by
telecopier only to: Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W.,
Suite 300, Washington, D.C. 20007, Attn: Sean P. McGuinness, Esq., telecopier:
(202) 295-8478; (ii) if to the Holder, to the address and telecopier number
listed on the first paragraph of this Warrant, with a copy by telecopier only
to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575; and (iii) if to the Broker, to:
Berry-Shino Securities, Inc., 45 Broadway, 9th Floor, New York, New York 10006,
Attn: Asher Brand, telecopier: (212) 344-2383.

         15. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.




                                       7





         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                            PROVO INTERNATIONAL INC.



                            By:      /s/ Stephen J. Cole-Hatchard
                                     -------------------------------
                                     Name:  Stephen J. Cole-Hatchard
                                     Title:  CEO



Witness:


/s/ Amy Wagner-Mele
-------------------
Amy Wagner-Mele
Secretary





                                       8






                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)



TO:  PROVO INTERNATIONAL INC.
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or

___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or

___      the  cancellation of such portion of the attached  Warrant as is 
exercisable for a total of _______ shares of Common Stock (using a Fair Market 
Value of $_______ per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  requests  that the  certificates  for such  shares  be issued 
in the name of,  and  delivered  to______________________________________  whose
address is_____________________________________________________________________
_______________________________________________________________________________.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.

Dated:___________________             _________________________________________
                                      (Signature must conform to name of holder
                                       as specified on the face of the Warrant)


                                      _________________________________________
                                      _________________________________________
                                      (Address)



                                       9






                                    EXHIBIT B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)


         For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of PROVO INTERNATIONAL INC. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of PROVO
INTERNATIONAL INC. with full power of substitution in the premises.


Transferees              Percentage Transferred              Number Transferred
-----------              ----------------------              ------------------








Dated: __________,__________           _________________________________________
                                       (Signature must conform to name of holder
                                        as specified on the face of the warrant)
                                                      

Signed in the presence of:

____________________________           _________________________________________
         (Name)                        _________________________________________
                                               (address)

ACCEPTED AND AGREED:                   _________________________________________
[TRANSFEREE]                           _________________________________________
                                                               (address)

____________________________
         (Name)




                                       10







EXHIBIT 10.44

                          COLLATERAL AGENT AGREEMENT
                          --------------------------

         COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of January 27,
2004, among Barbara R. Mittman (the "Collateral Agent"), and the parties
identified on Schedule A hereto (each, individually, a "Lender" and
collectively, the "Lenders"), who hold or will acquire 8% convertible
promissory notes issued or to be issued by Provo International Inc. ("Provo"),
a Delaware corporation, at or about the date of this Agreement and after the
date of this Agreement as described in the Security Agreement referred to in
Section 1(a) below (collectively herein the "Notes").

         WHEREAS, the Lenders have made, are making or will be making loans to
Provo to be secured by certain collateral; and

         WHEREAS, it is desirable to provide for the orderly administration of
such collateral by requiring each Lender to appoint the Collateral Agent, and
the Collateral Agent has agreed to accept such appointment and to receive,
hold and deliver such collateral, all upon the terms and subject to the
conditions hereinafter set forth; and

         WHEREAS, it is desirable to allocate the enforcement of certain
rights of the Lenders under the Notes for the orderly administration thereof.

         NOW, THEREFORE, in consideration of the premises
 set forth herein and
for other good and valuable consideration, the parties hereto agree as
follows:

         1.   Collateral.
              -----------

              (a) Contemporaneously with the execution and delivery of this
Agreement by the Collateral Agent and the Lenders, (i) the Collateral Agent
has or will have entered into a Security Agreement between the Collateral
Agent and Provo (the "Security Agreement"), regarding the grant of a security
interest in assets owned by Provo (such assets are referred to herein as the
"Collateral") to the Collateral Agent, for the benefit of the Lenders and (ii)
Provo is issuing the Notes to the Lenders.

              (b) For purposes solely of perfection of the security interests
granted to the Collateral Agent, as agent on behalf of the Lenders, and on its
own behalf under the Security Agreement, the Collateral Agent hereby
acknowledges that any Collateral held by the Collateral Agent is held for the
benefit of the Lenders in accordance with this Agreement and the Security
Agreement. No reference to the Security Agreement or any other instrument or
document shall be deemed to incorporate any term or provision thereof into
this Agreement unless expressly so provided.

              (c) The Collateral Agent is to distribute in accordance with the
Security Agreement any proceeds received from the Collateral which are
distributable to the Lenders in proportion to their respective interests in
the Obligations (as defined in the Security Agreement).

         2.   Appointment of the Collateral Agent.
              ------------------------------------



                                      1

(Collateral Agent Agreement)






              The Lenders hereby appoint the Collateral Agent (and the
Collateral Agent hereby accepts such appointment) to take any action
including, without limitation, the registration of any Collateral in the name
of the Collateral Agent or its nominees prior to or during the continuance of
an Event of Default (as defined in the Security Agreement), the exercise of
voting rights upon the occurrence and during the continuance of an Event of
Default, the application of any cash collateral received by the Collateral
Agent to the payment of the Obligations, the exercise of any remedies given to
the Collateral Agent pursuant to the Security Agreement and the exercise of
any authority pursuant to the appointment of the Collateral Agent as an
attorney-in-fact pursuant to the Security Agreement that the Collateral Agent
deems necessary or proper for the administration of the Collateral pursuant to
the Security Agreement. Upon disposition of the Collateral in accordance with
the Security Agreement, the Collateral Agent shall promptly distribute any
cash or Collateral in accordance with Section 10.4 of the Security Agreement.
Lenders must notify Collateral Agent in writing of the issuance of Notes by
Provo. The Collateral Agent will not be required to act hereunder in
connection with Notes not disclosed in writing to the Collateral Agent.

         3.   Action by the Majority in Interest.

              (a) Certain Actions. Each of the Lenders covenants and agrees
that only a Majority in Interest shall have the right, but not the obligation,
to undertake the following actions (it being expressly understood that less
than a Majority in Interest hereby expressly waive the following rights that
they may otherwise have under the Notes, but only insofar as such waiver
affects their right to receive proceeds from the Collateral):

                  (i) Acceleration. If an Event of Default occurs, after the
applicable cure period, if any, a Majority in Interest may, on behalf of all
the Lenders, instruct the Collateral Agent to provide to Provo notice to cure
such default and/or declare the unpaid principal amount of the Notes to be due
and payable, together with any and all accrued interest thereon and all costs
payable pursuant to such Notes;

                  (ii) Enforcement. Upon the occurrence of any Event of
Default after the applicable cure period, if any, a Majority in Interest may
instruct the Collateral Agent to proceed to protect, exercise and enforce, on
behalf of all the Lenders, their rights and remedies under the Notes against
Provo, and such other rights and remedies as are provided by law or equity;

                  (iii) Waiver of Past Defaults. A Majority in Interest may
instruct the Collateral Agent to waive any Event of Default by written notice
to Provo, and the other Lenders; and

                  (iv) Amendment. A Majority in Interest may instruct the
Collateral Agent to waive, amend, supplement or modify any term, condition or
other provision in the Notes or Security Agreement in accordance with the
terms of the Notes or Security Agreement so long as such waiver, amendment,
supplement or modification is made with respect to all of the Notes and with
the same force and effect with respect to each of the Notes.

              (b) Permitted Subordination. A Majority in Interest may instruct
the Collateral Agent to agree to subordinate any Collateral to any claim and
may enter into any agreement with Provo to evidence such subordination;
provided, however, that subsequent to any such subordination, each Note shall
remain pari passu with the other Notes held by the Lenders.


                                      2

(Collateral Agent Agreement)





              (c) Further Actions. A Majority in Interest may instruct the
Collateral Agent to take any action that it may take under this Agreement by
instructing the Collateral Agent in writing to take such action on behalf of
all the Lenders.

              (d) Majority in Interest. For so long as any obligations remain
outstanding on the Notes, Majority in Interest shall mean Lenders who hold not
less than seventy-five percent (75%) of the outstanding principal amount of
the Notes.

         4.   Power of Attorney.
              ------------------

              (a) To effectuate the terms and provisions hereof, the Lenders
hereby appoint the Collateral Agent as their attorney-in-fact (and the
Collateral Agent hereby accepts such appointment) for the purpose of carrying
out the provisions of this Agreement including, without limitation, taking any
action on behalf of, or at the instruction of, the Majority in Interest at the
written direction of the Majority in Interest and executing any consent
authorized pursuant to this Agreement and taking any action and executing any
instrument that the Collateral Agent may deem necessary or advisable (and
lawful) to accomplish the purposes hereof.

              (b) All acts done under the foregoing authorization are hereby
ratified and approved and neither the Collateral Agent nor any designee nor
agent thereof shall be liable for any acts of commission or omission, for any
error of judgment, for any mistake of fact or law except for acts of gross
negligence or willful misconduct.

              (c) This power of attorney, being coupled with an interest, is
irrevocable while this Agreement remains in effect.

         5.   Expenses of the Collateral Agent. The Lenders shall pay any and
all costs and expenses incurred by the Collateral Agent, all waivers,
releases, discharges, satisfactions, modifications and amendments of this
Agreement, the administration and holding of the Collateral, insurance
expenses, and the enforcement, protection and adjudication of the parties'
rights hereunder by the Collateral Agent, including, without limitation, the
reasonable disbursements, expenses and fees of the attorneys the Collateral
Agent may retain, if any, each of the foregoing in proportion to their
holdings of the Notes.

         6.   Reliance on Documents and Experts. The Collateral Agent shall be
entitled to rely upon any notice, consent, certificate, affidavit, statement,
paper, document, writing or communication (which may be by telegram, cable,
telex, telecopier, or telephone) reasonably believed by it to be genuine and
to have been signed, sent or made by the proper person or persons, and upon
opinions and advice of its own legal counsel, independent public accountants
and other experts selected by the Collateral Agent.

         7.   Duties of the Collateral Agent; Standard of Care.

              (a) The Collateral Agent's only duties are those expressly set
forth in this Agreement, and the Collateral Agent hereby is authorized to
perform those duties in accordance with commercially reasonable practices. The
Collateral Agent may exercise or otherwise enforce any of its rights, powers,
privileges, remedies and interests under this Agreement and applicable law or
perform any of its duties under this Agreement by or through its officers,
employees, attorneys, or agents.


                                      3

(Collateral Agent Agreement)





              (b) The Collateral Agent shall act in good faith and with that
degree of care that an ordinarily prudent person in a like position would use
under similar circumstances.

              (c) Any funds held by the Collateral Agent hereunder need not be
segregated from other funds except to the extent required by law. The
Collateral Agent shall be under no liability for interest on any funds
received by it hereunder.

         8.   Resignation. The Collateral Agent may resign and be discharged of
its duties hereunder at any time by giving written notice of such resignation
to the other parties hereto, stating the date such resignation is to take
effect. Within five (5) days of the giving of such notice, a successor
collateral agent shall be appointed by the Majority in Interest; provided,
however, that if the Lenders are unable so to agree upon a successor within
such time period, and notify the Collateral Agent during such period of the
identity of the successor collateral agent, the successor collateral agent may
be a person designated by the Collateral Agent, and any and all fees of such
successor collateral agent shall be the joint and several obligation of the
Lenders. The Collateral Agent shall continue to serve until the effective date
of the resignation or until its successor accepts the appointment and receives
the Collateral held by the Collateral Agent but shall not be obligated to take
any action hereunder. The Collateral Agent may deposit any Collateral with the
Supreme Court of the State of New York for New York County or any such other
court in New York State that accepts such Collateral.

         9.   Exculpation. The Collateral Agent and its officers, employees,
attorneys and agents, shall not incur any liability whatsoever for the holding
or delivery of documents or the taking of any other action in accordance with
the terms and provisions of this Agreement, for any mistake or error in
judgment, for compliance with any applicable law or any attachment, order or
other directive of any court or other authority (irrespective of any
conflicting term or provision of this Agreement), or for any act or omission
of any other person engaged by the Collateral Agent in connection with this
Agreement, unless occasioned by the exculpated person's own gross negligence
or willful misconduct; and each party hereto hereby waives any and all claims
and actions whatsoever against the Collateral Agent and its officers,
employees, attorneys and agents, arising out of or related directly or
indirectly to any or all of the foregoing acts, omissions and circumstances.

         10.   Indemnification. The Lenders hereby agree to indemnify, reimburse
and hold harmless the Collateral Agent and its directors, officers, employees,
attorneys and agents, jointly and severally, from and against any and all
claims, liabilities, losses and expenses that may be imposed upon, incurred
by, or asserted against any of them, arising out of or related directly or
indirectly to this Agreement or the Collateral, except such as are occasioned
by the indemnified person's own gross negligence or willful misconduct.

         11.   Miscellaneous.
               --------------

               (a) Rights and Remedies Not Waived. No act, omission or delay by
the Collateral Agent shall constitute a waiver of the Collateral Agent's
rights and remedies hereunder or otherwise. No single or partial waiver by the
Collateral Agent of any default hereunder or right or remedy that it may have
shall operate as a waiver of any other default, right or remedy or of the same
default, right or remedy on a future occasion.

               (b) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to principles of conflicts or choice of



                                      4

(Collateral Agent Agreement)





law (or any other law that would make any substantive laws of any state other
than the State of New York applicable hereto).

               (c) Waiver of Jury Trial and Setoff; Consent to Jurisdiction;
Etc.

                   (i) In any litigation in any court with respect to, in
connection with, or arising out of this Agreement or any instrument or
document delivered pursuant to this Agreement, or the validity, protection,
interpretation, collection or enforcement hereof or thereof, or any other
claim or dispute howsoever arising, between the Collateral Agent and the
Lenders or any Lender, then each Lender, to the fullest extent it may legally
do so, (i) waives the right to interpose any setoff, recoupment, counterclaim
or cross-claim in connection with any such litigation, irrespective of the
nature of such setoff, recoupment, counterclaim or cross-claim, unless such
setoff, recoupment, counterclaim or cross-claim could not, by reason of any
applicable federal or state procedural laws, be interposed, pleaded or alleged
in any other action; and (ii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH
LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT
THIS SECTION 11(C) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND
ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS
SECTION 11(C) WERE NOT PART OF THIS AGREEMENT.

                   (ii) Each Lender irrevocably consents to the exclusive
jurisdiction of any State or Federal Court located within the County of New
York, State of New York, in connection with any action or proceeding arising
out of or relating to this Agreement or any document or instrument delivered
pursuant to this Agreement or otherwise. In any such litigation, each Lender
waives, to the fullest extent it may effectively do so, personal service of
any summons, complaint or other process and agree that the service thereof may
be made by certified or registered mail directed to such Lender at its address
for notice determined in accordance with Section 11(e) hereof. Each Lender
hereby waives, to the fullest extent it may effectively do so, the defenses of
forum non conveniens and improper venue.

              (d)  Admissibility of this Agreement. Each of the Lenders agrees
that any copy of this Agreement signed by it and transmitted by telecopier for
delivery to the Collateral Agent shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not
the original is in existence.

              (e)  Address for Notices. Any notice or other communication under
the provisions of this Agreement shall be given in writing and delivered in
person, by reputable overnight courier or delivery service, by facsimile
machine (receipt confirmed) with a copy sent by first class mail on the date
of transmissions, or by registered or certified mail, return receipt
requested, directed to its addresses set forth below (or to any new address of
which any party hereto shall have informed the others by the giving of notice
in the manner provided herein):

              In the case of the Collateral Agent, to it at:

              Barbara R. Mittman
              551 Fifth Avenue, Suite 1601
              New York, New York 10176
              Fax: (212) 697-3575



                                      5

(Collateral Agent Agreement)





              In the case of the Lenders, to:

              To the address and telecopier number set forth on Schedule A
              hereto.

              In the case of Provo, to:

              Provo International Inc.
              One Blue Hill Plaza, 7th Floor
              Pearl River, New York 10965

              Attn: Stephen J. Cole, Chief Executive Officer
              Fax: (845) 623-8669

              With a copy by email, fax, or first class mail only to:

              Swidler Berlin Shereff Friedman, LLP
              3000 K Street, N.W., Suite 300
              Washington, D.C. 20007
              Attn: Sean P. McGuinness, Esq.
              Fax: (202) 295-8478

              (f) Amendments and Modification; Additional Lender. No provision
hereof shall be modified, altered, waived or limited except by written
instrument expressly referring to this Agreement and to such provision, and
executed by the parties hereto. Any transferee of a Note who acquires a Note
after the date hereof will become a party hereto by signing the signature page
and sending an executed copy of this Agreement to the Collateral Agent and
receiving a signed acknowledged from the Collateral Agent.

              (g) Fee. Upon the occurrence of an Event of Default, the Lenders
collectively shall pay the Collateral Agent the sum of $10,000 to apply
against an hourly fee of $350 to be paid to the Collateral Agent by the
Lenders for services rendered pursuant to this Agreement. All payments due to
the Collateral Agent under this Agreement including reimbursements must be
paid when billed. The Collateral Agent may refuse to act on behalf of or make
a distribution to any Lender who is not current in payments to the Collateral
Agent. Payments required pursuant to this Agreement shall be pari passu to the
Lenders' interests in the Notes. The Collateral Agent is hereby authorized to
deduct any sums due the Collateral Agent from Collateral in the Collateral
Agent's possession.

              (h) Counterparts/Execution. This Agreement may be executed in
any number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original,
but all such counterparts shall constitute but one and the same instrument.
This Agreement may be executed by facsimile signature and delivered by
facsimile transmission.

              (i) Successors and Assigns. Whenever in this Agreement reference
is made to any party, such reference shall be deemed to include the
successors, assigns, heirs and legal representatives of such party. No party
hereto may transfer any rights under this Agreement, unless the transferee
agrees to


                                      6

(Collateral Agent Agreement)





be bound by, and comply with all of the terms and provisions of this
Agreement, as if an original signatory hereto on the date hereof.

              (j) Captions: Certain Definitions. The captions of the various
sections and paragraphs of this Agreement have been inserted only for the
purposes of convenience; such captions are not a part of this Agreement and
shall not be deemed in any manner to modify, explain, enlarge or restrict any
of the provisions of this Agreement. As used in this Agreement the term
"person" shall mean and include an individual, a partnership, a joint venture,
a corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.

              (k) Severability. In the event that any term or provision of
this Agreement shall be finally determined to be superseded, invalid, illegal
or otherwise unenforceable pursuant to applicable law by an authority having
jurisdiction and venue, that determination shall not impair or otherwise
affect the validity, legality or enforceability (i) by or before that
authority of the remaining terms and provisions of this Agreement, which shall
be enforced as if the unenforceable term or provision were deleted, or (ii) by
or before any other authority of any of the terms and provisions of this
Agreement.

              (l) Entire Agreement. This Agreement contains the entire
agreement of the parties and supersedes all other agreements and
understandings, oral or written, with respect to the matters contained herein.

              (m) Schedules. The Collateral Agent is authorized to annex
hereto any schedules referred to herein.






                     [THIS SPACE INTENTIONALLY LEFT BLANK]




                                      7

(Collateral Agent Agreement)





         IN WITNESS  WHEREOF,  the parties hereto have caused this  Collateral
Agent Agreement to be signed, by their respective duly authorized  officers or
directly, as of the date first written above.

                                   "LENDERS"

       /s/                                      /s/                            
------------------------------------    ---------------------------------------
ALPHA CAPITAL AKTIENGESELLSCHAFT          STONESTREET LIMITED PARTNERSHIP



     /s/                              
------------------------------------   
CONGREGATION MISHKAN SHOLOM
INCORPORATED

------------------------------------   
LUCRATIVE INVESTMENTS



                                             /s/ Barbara Mittman
------------------------------------    ---------------------------------------
                                        BARBARA R. MITTMAN - Collateral Agent


Acknowledged:
PROVO INTERNATIONAL INC.


By: /s/ Stephen J. Cole-Hatchard
    ---------------------------------
      Name:  Stephen J. Cole-Hatchard
      Title: CEO









          THIS COLLATERAL AGENT AGREEMENT MAY BE SIGNED BY FACSIMILE
         SIGNATURE AND DELIVERED BY CONFIRMED FACSIMILE TRANSMISSION.



                                      8


(Collateral Agent Agreement)






                   SCHEDULE A TO COLLATERAL AGENT AGREEMENT




+------------------------------------------------+-----------------------------+
|LENDER                                          | PRINCIPAL AMOUNT OF NOTE    |
+------------------------------------------------+-----------------------------+
                                               
|ALPHA CAPITAL AKTIENGESELLSCHAFT                | $500,000.00                 |
|Pradafant 7                                     |                             |
|9490 Furstentums                                |                             |
|Vaduz, Lichtenstein                             |                             |
|Fax: 011-42-32323196                            |                             |
+------------------------------------------------+-----------------------------+
|STONESTREET LIMITED PARTNERSHIP                 | $300,000.00                 |
|C/o Canaccord Capital Corporation               |                             |
|320 Bay Street, Suite 1300                      |                             |
|Toronto, Ontario M5H 4A6, Canada                |                             |
|Fax: (416) 956-8989                             |                             |
+------------------------------------------------+-----------------------------+
|CONGREGATION MISHKAN SHOLOM INCORPORATED        | $150,000.00                 |
|9612 Van Nuys Boulevard, Suite 108              |                             |
|Panorama City, CA 91403                         |                             |
|Fax: 818-892-9844                               |                             |
+------------------------------------------------+-----------------------------+
|LUCRATIVE INVESTMENTS                           | $50,000.00                  |
|Ajeltake Island                                 |                             |
|P.O. Box 1405                                   |                             |
|Majuro Marshall Island M.H. 96960               |                             |
|Fax: 011-35041555                               |                             |
+------------------------------------------------+-----------------------------+
|TOTALS                                          | $1,000,000.00               |
+------------------------------------------------+-----------------------------+




                                      9

(Collateral Agent Agreement)




Exhibit 10.45



                              SECURITY AGREEMENT
                              ------------------

1.       Identification.

         This Security Agreement (the "Agreement"), dated as of January 27,
2004, is entered into by and between Provo International Inc., a Delaware
corporation ("Provo" or "Debtor"), and Barbara Mittman, as collateral agent
acting in the manner and to the extent described in the Collateral Agent
Agreement defined below (the "Collateral Agent"), for the benefit of the
parties identified on Schedule A hereto (collectively, the "Lenders").

2. Recitals.

         2.1 The Lenders have made or are making loans to Provo (the "Loans").
It is beneficial to Provo that the Loans were made, are being made and will be
made.

         2.2 The Loans are evidenced by certain 8% convertible promissory
notes (each a "Convertible Notes") issued by Provo on or about the date of
this Agreement pursuant to subscription agreements ("Subscription Agreement").
The Notes are further identified on Schedule A hereto and were and will be
executed by Provo as "Borrower" or "Debtor" for the benefit of each Lender as
the "Holder" or "Lender" thereof.

         2.3 In consideration of the Loans made by Lenders to Provo and for
other good and valuable consideration, and as security for the performance by
Provo of its obligations under the Notes and as security for the
 repayment of
the Loans and all other sums due from Debtor to Lenders arising under the
Notes, Subscription Agreements, and any other agreement between or among them
(collectively, the "Obligations"), Provo, for good and valuable consideration,
receipt of which is acknowledged, has agreed to grant to the Collateral Agent,
for the benefit of the Lenders, a security interest in the Collateral (as such
term is hereinafter defined), on the terms and conditions hereinafter set
forth. Obligations includes all future advances by Lenders to Provo.

         2.4 The Lenders have appointed Barbara Mittman as Collateral Agent
pursuant to that certain Collateral Agent Agreement dated at or about January
27, 2004 ("Collateral Agent Agreement"), among the Lenders and Collateral
Agent.



                                     -1-

(Security Agreement)





         2.5 The following defined terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof are used
herein as so defined: Accounts, Chattel Paper, Documents, Equipment, General
Intangibles, Instruments, Inventory and Proceeds.

3.       Grant of General Security Interest in Collateral.
         -------------------------------------------------

         3.1 As security for the Obligations of Debtor, Provo hereby grants
the Collateral Agent, for the benefit of the Lenders, a security interest in
the Collateral.

         3.2 "Collateral" shall mean all of the following property of Provo:

             All now  owned  and  hereafter  acquired  right,  title  and
interest  of Provo in,  to and in  respect  of all  accounts,  goods,  real or
personal  property,  all present and future books and records  relating to the
foregoing and all products and proceeds of the foregoing, as each is set forth
below:

             (i) Accounts: All now owned and hereafter acquired right, title
and interest of Provo in, to and in respect of all: Accounts, interests in
goods represented by Accounts, returned, reclaimed or repossessed goods with
respect thereto and rights as an unpaid vendor; contract rights; Chattel
Paper; investment property; General Intangibles (including but not limited to,
tax and duty claims and refunds, registered and unregistered patents,
trademarks, service marks, certificates, copyrights trade names, applications
for the foregoing, trade secrets, goodwill, processes, drawings, blueprints,
customer lists, licenses, whether as licensor or licensee, choses in action
and other claims, and existing and future leasehold interests in equipment,
real estate and fixtures); Documents; Instruments; letters of credit, bankers'
acceptances or guaranties; cash moneys, deposits; securities, bank accounts,
deposit accounts, credits and other property now or hereafter owned or held in
any capacity by Provo, as well as its affiliates, agreements or property
securing or relating to any of the items referred to above;

            (ii) Goods: All now owned and hereafter acquired right, title
and interest of Provo in, to and in respect of goods, including, but not
limited to:

                 (A) All Inventory, wherever located, whether now owned or
hereafter acquired, of whatever kind, nature or description, including all raw
materials, work-in-process, finished goods, and materials to be used or
consumed in Provo' business; and all names or marks affixed to or to be
affixed thereto for purposes of selling same by the seller, manufacturer,
lessor or licensor thereof and all Inventory which may be returned to Provo by
its customers or repossessed by Provo and all of Provo' right, title and
interest in and to the foregoing (including all of Provo' rights as a seller
of goods);

                 (B) All Equipment and fixtures, wherever located, whether now
owned or hereafter acquired, including, without limitation, all machinery,
motor vehicles, furniture and fixtures, and any and all additions,
substitutions, replacements (including spare parts), and accessions thereof
and thereto (including, but not limited to Provo' rights to acquire any of the
foregoing, whether by exercise of a purchase option or otherwise);


                                     -2-

(Security Agreement)





                 (iii) Property: All now owned and hereafter acquired right,
title and interests of Provo in, to and in respect of any real or other
personal property in or upon which Provo has or may hereafter have a security
interest, lien or right of setoff;

                 (iv) Books and Records: All present and future books and
records relating to any of the above including, without limitation, all
computer programs, printed output and computer readable data in the possession
or control of the Provo, any computer service bureau or other third party; and

                 (v) Products and Proceeds: All products and Proceeds of the
foregoing in whatever form and wherever located, including, without
limitation, all insurance proceeds and all claims against third parties for
loss or destruction of or damage to any of the foregoing.

         3.3 The Collateral Agent is hereby specifically authorized, after the
Maturity Date (defined in the Notes), accelerated or otherwise, or after an
Event of Default (as defined herein) and the expiration of any applicable cure
period, to transfer any Collateral into the name of the Collateral Agent and
to take any and all action deemed advisable to the Collateral Agent to remove
any transfer restrictions affecting the Collateral.

4.       Perfection of Security Interest.
         --------------------------------

         Provo shall execute and deliver to the Collateral Agent UCC-1
Financing Statements. The Collateral Agent is instructed to file the Financing
Statements in such jurisdictions deemed advisable to the Collateral Agent,
including but not limited to Delaware and New York. These Financing Statements
are deemed to have been filed for the benefit of the Collateral Agent and
Lenders identified on Schedule A hereto.

5.       Distribution on Liquidation.
         ----------------------------

         5.1 If any sum is paid as a liquidating distribution on or with
respect to the Collateral, Provo shall deliver same to the Collateral Agent to
be applied to the Obligations, then due, in accordance with the terms of the
Notes.

         5.2 Prior to any Event of Default, Provo shall be entitled to
exercise all voting power pertaining to any of the Collateral, provided such
exercise is not contrary to the interests of the Lenders and does not impair
the Collateral.

6.       Further Action By Provo; Covenants and Warranties.
         --------------------------------------------------

         6.1 Collateral Agent at all times shall have a perfected security
interest in the Collateral. Subject to the security interests described
herein, Provo has and will continue to have full title to the Collateral free
from any liens, leases, encumbrances, judgments or other claims. Collateral
Agent's security interest in the Collateral constitutes and will continue to
constitute a first, prior and indefeasible security interest in favor of
Collateral Agent. Provo will do all acts and things, and will execute and file
all


                                     -3-

(Security Agreement)





instruments (including, but not limited to, security agreements, financing
statements, continuation statements, etc.) reasonably requested by Collateral
Agent to establish, maintain and continue the perfected security interest of
Collateral Agent in the Collateral, and will promptly on demand, pay all costs
and expenses of filing and recording, including the costs of any searches
reasonably deemed necessary by Collateral Agent from time to time to establish
and determine the validity and the continuing priority of the security
interest of Collateral Agent, and also pay all other claims and charges that,
in the opinion of Collateral Agent, exercised in good faith, is reasonably
likely to materially prejudice, imperil or otherwise affect the Collateral or
their security interests therein.

         6.2 Other than in the ordinary course of business, and except for
Collateral which is substituted by assets of identical or greater value or
which has become obsolete or is of inconsequential in value, Provo will not
sell, transfer, assign or pledge those items of Collateral (or allow any such
items to be sold, transferred, assigned or pledged), without the prior written
consent of Collateral Agent. Although Proceeds of Collateral are covered by
this Agreement, this shall not be construed to mean that Collateral Agent
consents to any sale of the Collateral, except as provided herein. Sales of
Collateral in the ordinary course of business shall be free of the security
interest of Lenders and Collateral Agent and Lenders and Collateral Agent
shall promptly execute such documents (including without limitation releases
and termination statements) as may be required by Debtor to evidence or
effectuate the same.

         6.3 Provo will, at all reasonable times and upon reasonable notice,
allow Collateral Agent or its representatives free and complete access to the
Collateral and all of Provo's records which in any way relate to the
Collateral, for such inspection and examination as Collateral Agent reasonably
deems necessary.

         6.4 Provo, at its sole cost and expense, will protect and defend this
Security Agreement, all of the rights of Collateral Agent hereunder, and the
Collateral against the claims and demands of all other parties, except those
of holders of senior or permitted liens.

         6.5 Provo will promptly notify Collateral Agent of any levy,
distraint or other seizure by legal process or otherwise of any part of the
Collateral, and of any threatened or filed claims or proceedings that are
reasonably likely to affect or impair any of the rights of Collateral Agent
under this Security Agreement in any material respect.

         6.6 Provo, at its own expense, will obtain and maintain in force
insurance policies covering losses or damage to those items of Collateral
which constitute physical personal property. The insurance policies to be
obtained by Provo shall be in form and amounts reasonably acceptable to
Collateral Agent. Provo shall make the Collateral Agent a loss payee thereon
to the extent of its interest. Collateral Agent is hereby irrevocably (until
the Obligations are paid in full) appointed Provo' attorney-in-fact to endorse
any check or draft that may be payable to Provo so that Collateral Agent may
collect the proceeds payable for any loss under such insurance. The proceeds
of such insurance (subject to the rights of senior secured parties), less any
costs and expenses incurred or paid by Collateral Agent in the collection
thereof, shall be applied either toward the cost of the repair or replacement
of the items damaged or destroyed, or on account of any sums secured hereby,
whether or not then due or payable.


                                     -4-

(Security Agreement)





         6.7 Collateral Agent may, at its option, and without any obligation
to do so, pay, perform and discharge any and all amounts, costs, expenses and
liabilities herein agreed to be paid or performed by Provo, upon Provo'
failure to do so, and all amounts expended by Collateral Agent in so doing
shall become part of the Obligations secured hereby, and shall be immediately
due and payable by Provo to Collateral Agent upon demand and shall bear
interest at the lesser of 18% per annum or the highest legal amount from the
dates of such expenditures until paid.

         6.8 Upon the request of Collateral Agent, Provo will furnish within
five (5) business days thereafter to Collateral Agent, or to any proposed
assignee of this Security Agreement, a written statement in form reasonably
satisfactory to Collateral Agent, duly acknowledged, certifying the amount of
the principal and interest then owing under the Obligations, whether to its
knowledge any claims, offsets or defenses exist against the Obligations or
against this Security Agreement, or any of the terms and provisions of any
other agreement of Provo securing the Obligations. In connection with any
assignment by Collateral Agent of this Security Agreement, Provo hereby agrees
to cause the insurance policies required hereby to be carried by Provo, if
any, to be endorsed in form satisfactory to Collateral Agent or to such
assignee, with loss payable clauses in favor of such assignee, and to cause
such endorsements to be delivered to Collateral Agent within ten (10) calendar
days after request therefor by Collateral Agent.

         6.9 Provo will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time
such vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
reports and other reasonable assurances or instruments and take further steps
relating to the Collateral and other property or rights covered by the
security interest hereby granted, as the Collateral Agent may reasonably
require to perfect its security interest hereunder.

         6.10 Provo represents and warrants that it is the true and lawful
exclusive owner of the Collateral, free and clear of any liens and
encumbrances.

         6.11 Provo hereby agrees not to divest itself of any right under the
Collateral except as permitted herein absent prior written approval of the
Collateral Agent.

         6.12 Lenders understand that Provo is presently in negotiations with
its creditor, Telephonos de Mexico, SA ("Telmex"), to sell or exchange certain
assets of Provo in exchange for a corresponding reduction in Provo's debt owed
to Telmex. Specifically, Provo has proposed to sell the Internet Service
Provider customer base, comprised of approximately 9,000 dial-up customers
generating annual revenue of approximately $2,400,000 (the "Dial-Up Assets"),
to Telmex in exchange for a reduction in the amount owed to Telmex of not less
than $1,250,000. Accordingly, notwithstanding anything to the contrary in this
Agreement or in any other transaction document delivered herewith, Lenders
agree that the sale of the ISP Assets to Telmex in return for a reduction in
debt owed to Telmex or the sale of the ISP Assets to a third party, so long as
the proceeds of such sale are used exclusively to reduce the debt owed to
Telmex, shall not constitute a default under the terms of this Agreement or
any other transaction document.


                                     -5-

(Security Agreement)





7.       Power of Attorney.
         ------------------

         After the occurrence and during the uncured continuation of an Event
of Default thereunder, Provo hereby irrevocably constitutes and appoints the
Collateral Agent as the true and lawful attorney of Provo, with full power of
substitution, in the place and stead of Provo and in the name of Provo or
otherwise, at any time or times, in the discretion of the Collateral Agent, to
take any action and to execute any instrument or document which the Collateral
Agent may deem necessary or advisable to accomplish the purposes of this
Agreement. This power of attorney is coupled with an interest and is
irrevocable until the Obligations are satisfied.

8.       Performance By The Collateral Agent.
         ------------------------------------

         If Provo fails to perform any material covenant, agreement, duty or
obligation of Provo under this Agreement, the Collateral Agent may, after any
applicable cure period, at any time or times in its discretion, take action to
effect performance of such obligation. All reasonable expenses of the
Collateral Agent incurred in connection with the foregoing authorization shall
be payable by Provo as provided in Paragraph 12.1 hereof. No discretionary
right, remedy or power granted to the Collateral Agent under any part of this
Agreement shall be deemed to impose any obligation whatsoever on the
Collateral Agent with respect thereto, such rights, remedies and powers being
solely for the protection of the Collateral Agent.

9.       Event of Default.

         An event of default ("Event of Default") shall be deemed to have
occurred hereunder upon the occurrence of any event of default as defined in
the Notes, Subscription Agreement, and any other agreement to which Provo and
a Lender are parties. Upon and after any Event of Default, after the
applicable cure period, if any, any or all of the Obligations shall become
immediately due and payable at the option of the Collateral Agent, for the
benefit of the Lenders, and the Collateral Agent may dispose of Collateral as
provided below. A default by Provo of any of its material obligations pursuant
to this Agreement shall be an Event of Default hereunder and an event of
default as defined in the Notes, and Subscription Agreement.

10.      Disposition of Collateral and Collateral Shares.
         ------------------------------------------------

         Upon and after any Event of Default which is then continuing,

         10.1 The Collateral Agent may exercise its rights with respect to
each and every component of the Collateral, without regard to the existence of
any other security or source of payment for the Obligations. In addition to
other rights and remedies provided for herein or otherwise available to it,
the Collateral Agent shall have all of the rights and remedies of a lender on
default under the Uniform Commercial Code then in effect in the State of New
York.

         10.2 If any  notice  to Provo of the  sale or  other  disposition  of
Collateral  is required by then  applicable  law, five business (5) days prior
written notice (which Provo agrees is reasonable  notice within


                                     -6-

(Security Agreement)





the meaning of Section 9-504(3) of the Uniform Commercial Code) to Provo of
the time and place of any sale of Collateral which Provo hereby agrees may be
by private sale. The rights granted in this Section are in addition to any and
all rights available to Collateral Agent under the Uniform Commercial Code.

         10.3 The Collateral Agent is authorized, at any such sale, if the
Collateral Agent deems it advisable to do so, in order to comply with any
applicable securities laws, to restrict the prospective bidders or purchasers
to persons who will represent and agree, among other things, that they are
purchasing the Collateral for their own account for investment, and not with a
view to the distribution or resale thereof, or otherwise to restrict such sale
in such other manner as the Collateral Agent deems advisable to ensure such
compliance. Sales made subject to such restrictions shall be deemed to have
been made in a commercially reasonable manner.

         10.4 All proceeds received by the Collateral Agent for the benefit of
the Lenders in respect of any sale, collection or other enforcement or
disposition of Collateral, shall be applied (after deduction of any amounts
payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the
Obligations pro rata among the Lenders in proportion to their interests in the
Obligations. Upon payment in full of all Obligations, Provo shall be entitled
to the return of all Collateral, including cash, which has not been used or
applied toward the payment of Obligations or used or applied to any and all
costs or expenses of the Collateral Agent incurred in connection with the
liquidation of the Collateral (unless another person is legally entitled
thereto). Any assignment of Collateral by the Collateral Agent to Provo shall
be without representation or warranty of any nature whatsoever and wholly
without recourse. To the extent allowed by law, each Lender may purchase the
Collateral and pay for such purchase by offsetting any sums owed to such
Lender by Provo arising under the Obligations or any other source.

11. Waiver of Automatic Stay. Provo acknowledges and agrees that should a
proceeding under any bankruptcy or insolvency law be commenced by or against
Provo, or if any of the Collateral (as defined in this Security Agreement)
should become the subject of any bankruptcy or insolvency proceeding, then the
Collateral Agent should be entitled to, among other relief to which the
Collateral Agent or Lenders may be entitled under the Note, Subscription
Agreement and any other agreement to which the Debtor, Lenders or Collateral
Agent are parties, (collectively "Loan Documents") and/or applicable law, an
order from the court granting immediate relief from the automatic stay
pursuant to 11 U.S.C. Section 362 to permit the Collateral Agent to exercise
all of its rights and remedies pursuant to the Loan Documents and/or
applicable law. PROVO EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY
IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, PROVO EXPRESSLY ACKNOWLEDGES
AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE
BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11
U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY
WAY THE ABILITY OF THE COLLATERAL AGENT TO ENFORCE ANY OF ITS RIGHTS AND
REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. Provo hereby consents
to any motion for relief from stay which may be filed by the Collateral Agent
in any bankruptcy or insolvency proceeding initiated by or against Provo, and
further agrees not to file any opposition to any motion for relief from stay
filed by the Collateral Agent. Provo represents, acknowledges and agrees that
this provision is a specific and material aspect of this Agreement,


                                     -7-

(Security Agreement)





and that the Collateral Agent would not agree to the terms of this Agreement
if this waiver were not a part of this Agreement. Provo further represents,
acknowledges and agrees that this waiver is knowingly, intelligently and
voluntarily made, that neither the Collateral Agent nor any person acting on
behalf of the Collateral Agent has made any representations to induce this
waiver, that Provo has been represented (or has had the opportunity to be
represented) in the signing of this Agreement and in the making of this waiver
by independent legal counsel selected by Provo and that Provo has had the
opportunity to discuss this waiver with counsel. Provo further agrees that any
bankruptcy or insolvency proceeding initiated by Provo will only be brought in
the Federal Court within the Southern District of New York.

12.      Miscellaneous.
         --------------

         12.1 Expenses. Provo shall pay to the Collateral Agent, on demand,
the amount of any and all reasonable expenses, including, without limitation,
attorneys' fees, legal expenses and brokers' fees, which the Collateral Agent
may incur in connection with (a) sale, collection or other enforcement or
disposition of Collateral; (b) exercise or enforcement of any the rights,
remedies or powers of the Collateral Agent hereunder or with respect to any or
all of the Obligations; or (c) failure by Provo to perform and observe any
agreements of Provo contained herein which are performed by the Collateral
Agent.

         12.2 Waivers, Amendment and Remedies. No course of dealing by the
Collateral Agent and no failure by the Collateral Agent to exercise, or delay
by the Collateral Agent in exercising, any right, remedy or power hereunder
shall operate as a waiver thereof, and no single or partial exercise thereof
shall preclude any other or further exercise thereof or the exercise of any
other right, remedy or power of the Collateral Agent. No amendment,
modification or waiver of any provision of this Agreement and no consent to
any departure by Provo therefrom, shall, in any event, be effective unless
contained in a writing signed by the Collateral Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. The rights, remedies and powers of the Collateral
Agent, not only hereunder, but also under any instruments and agreements
evidencing or securing the Obligations and under applicable law are
cumulative, and may be exercised by the Collateral Agent from time to time in
such order as the Collateral Agent may elect.

         12.3 Notices. All notices or other communications given or made
hereunder shall be in writing and shall be personally delivered or deemed
delivered the first business day after being faxed (provided that a copy is
delivered by first class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give
to the other by notice duly made under this Section:




                                    
         To Provo:                     Provo International Inc.
                                       One Blue Hill Plaza, 7th Floor
                                       Pearl River, New York 10965
                                       Attn: Stephen J. Cole, Chief Executive Officer
                                       Fax: (845) 623-8669




                                     -8-

(Security Agreement)








                                    
         With a copy to:               Swidler Berlin Shereff Friedman, LLP
                                       3000 K Street, N.W., Suite 300
                                       Washington, D.C. 20007
                                       Attn: Sean P. McGuinness, Esq.
                                       Fax: (202) 295-8478

         To Lenders:                   To the addresses and telecopier numbers set forth
                                       on Schedule A

         To the Collateral Agent:      Barbara R. Mittman
                                       Grushko & Mittman, P.C.
                                       551 Fifth Avenue, Suite 1601
                                       New York, New York 10176
                                       Fax: (212) 697-3575



Any party may change its  address by written  notice in  accordance  with this
paragraph.

         12.4 Term; Binding Effect. This Agreement shall (a) remain in full
force and effect until payment and satisfaction in full of all of the
Obligations; (b) be binding upon Provo, and its successors and permitted
assigns; and (c) inure to the benefit of the Collateral Agent, for the benefit
of the Lenders and their respective successors and assigns. All the rights and
benefits granted by Debtor to the Collateral Agent and Lenders in the Loan
Documents and other agreements and documents delivered in connection therewith
are deemed granted to both the Collateral Agent and Lenders.

         12.5 Captions. The captions of Paragraphs, Articles and Sections in
this Agreement have been included for convenience of reference only, and shall
not define or limit the provisions hereof and have no legal or other
significance whatsoever.

         12.6 Governing Law; Venue; Severability. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts or choice of law, except to the
extent that the perfection of the security interest granted hereby in respect
of any item of Collateral may be governed by the law of another jurisdiction.
Any legal action or proceeding against Provo with respect to this Agreement
may be brought in the courts of the State of New York or of the United States
for the Southern District of New York, and, by execution and delivery of this
Agreement, Provo hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Provo hereby irrevocably waives any objection which they may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement brought in the
aforesaid courts and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum. If any provision of this
Agreement, or the application thereof to any person or circumstance, is held
invalid, such invalidity shall not affect any other provisions which can be
given effect without the invalid provision or application, and to this end the
provisions hereof shall be severable and the remaining, valid provisions shall
remain of full force and effect.



                                     -9-

(Security Agreement)












































                                     -10-

(Security Agreement)





         12.7 Counterparts/Execution. This Agreement may be executed in any
number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original,
but all such counterparts shall constitute but one and the same instrument.
This Agreement may be executed by facsimile signature and delivered by
facsimile transmission.

                     [THIS SPACE INTENTIONALLY LEFT BLANK]




                                     -11-

(Security Agreement)






         IN WITNESS WHEREOF,  the undersigned have executed and delivered this
Security Agreement, as of the date first written above.

"DEBTOR"                                             "THE COLLATERAL AGENT"
PROVO INTERNATIONAL INC.                           BARBARA R. MITTMAN
a Delaware corporation

By: /s/ Stephen J. Cole-Hatchard                     /s/ Barbara Mittman
   --------------------------------------          ----------------------------

Its: Chief Executive Officer

                            APPROVED BY "LENDERS":

______________________________________      ____________________________________
ALPHA CAPITAL AKTIENGESELLSCHAFT            STONESTREET LIMITED PARTNERSHIP



______________________________________
CONGREGATION MISHKAN SHOLOM
INCORPORATED

______________________________________
LUCRATIVE INVESTMENTS




       THIS SECURITY AGREEMENT MAY BE SIGNED BY FACSIMILE SIGNATURE AND
                DELIVERED BY CONFIRMED FACSIMILE TRANSMISSION.



                                     -12-


(Security Agreement)




                       SCHEDULE A TO SECURITY AGREEMENT
                       --------------------------------




+---------------------------------------------------+--------------------------+
|LENDER                                             | PRINCIPAL AMOUNT OF      |
|                                                   | NOTE                     |
+---------------------------------------------------+--------------------------+
                                                                         
|ALPHA CAPITAL AKTIENGESELLSCHAFT                   | $500,000.00              |
|Pradafant 7                                        |                          |
|9490 Furstentums                                   |                          |
|Vaduz, Lichtenstein                                |                          |
|Fax: 011-42-32323196                               |                          |
|                                                   |                          |
+---------------------------------------------------+--------------------------+
|STONESTREET LIMITED PARTNERSHIP                    | $300,000.00              |
|C/o Canaccord Capital Corporation                  |                          |
|320 Bay Street, Suite 1300                         |                          |
|Toronto, Ontario M5H 4A6, Canada                   |                          |
|Fax: (416) 956-8989                                |                          |
|                                                   |                          |
+---------------------------------------------------+--------------------------+
|CONGREGATION MISHKAN SHOLOM INCORPORATED           | $150,000.00              |
|9612 Van Nuys Boulevard, Suite 108                 |                          |
|Panorama City, CA 91403                            |                          |
|Fax: 818-892-9844                                  |                          |
+---------------------------------------------------+--------------------------+
|LUCRATIVE INVESTMENTS                              | $50,000.00               |
|Ajeltake Island                                    |                          |
|P.O. Box 1405                                      |                          |
|Majuro Marshall Island M.H. 96960                  |                          |
|Fax: 011-35041555                                  |                          |
+---------------------------------------------------+--------------------------+
|TOTALS                                             | $1,000,000.00            |
+---------------------------------------------------+--------------------------+




                                     -13-

(Security Agreement)


EXHIBIT 10.46





                            PROVO INTERNATIONAL, INC.
                       ONE BLUE HILL PLAZA, P.O. BOX 1548
                           PEARL RIVER, NEW YORK 10965



Clive Dakin
Scarborough Ltd.
c/o Euroba Management Limited
73 Front Street, 4th Floor
Hamilton HM 12 Bermuda
                                                               January 23, 2004

         RE:      AMENDMENT OF WARRANTS

Dear Mr. Dakin:

         Reference is made to that certain Subscription Agreement (the
"Agreement"), dated November 25, 2003, among Provo International, Inc. f/k/a
Frontline Communications Corporation (the "Company") and the Scarborough Ltd
("Scarborough"), pursuant to which the Company issued to Scarborough in a
private placement (the "Placement"): (i) 1,666,666 shares of the Company's
common stock, $.01 par value ("Common Stock"), (ii) one (1) three-year warrant
(the "A Warrant") to purchase 750,000 shares of the Company's Common Stock at an
exercise price equal to $.01 per share, and (iii) one (1) forty-five (45) day
warrant (subject to extension as provided therein) (the "B Warrant") to purchase
1,666,666 shares of the Company's Common Stock at an exercise price equal to
$.30 per share plus, upon exercise of the B Warrant, one (1) three-year warrant
(the "B2 Warrant") to purchase 1,250,000 shares of the Company's Common Stock at
an exercise price equal to $.01 per share (collectively, the A, B and B2
Warrants, the "Warrants").

         The original A and
 B2 Warrants shall be replaced with amended A and B2
Warrants to revise language regarding adjustment for a stock split and to issue
the B2 Warrant as of the date hereof, in the forms attached as Exhibits A and
B2. The B Warrant has been amended to extend the exercise date to February 15,
2004, and to clarify that upon exercise of all or any portion of the B Warrant,
the B2 Warrant must be issued, in the form attached as Exhibit B. In addition,
in accordance with section 4.2 of the Agreement, we acknowledge that the thirty
(30) calendar day automatic registration period for the B2 Warrants begins with
the date hereof.

                                        Very truly yours,

                                        PROVO INTERNATIONAL, INC.


                                        By: /s/ Stephen J. Cole-Hatchard
                                        Name: Stephen J. Cole-Hatchard
                                        Title: CEO

Agreed and accepted:

SCARBOROUGH LTD.

By: /s/ Clive Dakin
Name: Clive Dakin
Title:



                                                                      EXHIBIT B2








EXHIBIT 10.47





THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER THE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED UNLESS EITHER (A) COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR (B) THE CORPORATION HAS
BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION TO THE
EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH
TRANSFER.

Warrant No. B2-1                                     Number of Shares: 1,250,000



Date of Issuance:  As of January 27, 2004

      Provo International, Inc. f/k/a Frontline Communications Corporation
      --------------------------------------------------------------------

                          Common Stock Purchase Warrant
                          -----------------------------

                          (Void after January 27, 2006)

         Provo International, Inc. f/k/a Frontline Communications Corporation, a
Delaware corporation (the "Company"), for value received, hereby certifies that
Scarborough Ltd. (the "Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
on or after the date of exercise of the B Warrant in connection with the
Subscription Agreement between the Company and the Registered Holder,
 dated
November 25, 2003, 1,250,000 shares of Common Stock (the "Common Stock") $0.01
par value per share, of the Company, at a purchase price of $0.01 per share. The
shares purchasable upon exercise of this Warrant, and the purchase price per
share, each as adjusted from time to time pursuant to the provisions of this
Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase
Price," respectively. 


                                       1





1. Exercise; Issuance of Certificates. 

         (a) Exercise. This Warrant may be exercised by the Registered Holder,
in whole or in part, by surrendering this Warrant, with the purchase form
appended hereto as Exhibit I duly executed by such Registered Holder or by such
Registered Holder's duly authorized attorney, at the principal office of the
Company, or at such other office or agency as the Company may designate,
accompanied by payment in full, in lawful money of the United States, of the
Purchase Price payable in respect of the number of Warrant Shares purchased upon
such exercise. 

         (b) Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which this Warrant
shall have been surrendered to the Company as provided in subsection 1(a) above
(the "Exercise Date"). At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such exercise
as provided in subsection 1(c) below shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates. 

         (c) As soon as practicable after the exercise of this Warrant in full
or in part, the Company, at its expense, will cause to be issued in the name of,
and delivered to, the Registered Holder, or as the Registered Holder (upon
payment by the Registered Holder of any applicable transfer taxes) may direct
but subject to Section 4 hereof: 

              (i) a certificate or certificates for the number of full Warrant
Shares to which the Registered Holder shall be entitled upon such exercise plus,
in lieu of any fractional share to which such Registered Holder would otherwise
be entitled, cash in an amount determined pursuant to Section 3 hereof; and 

              (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of Warrant Shares equal (without giving
effect to any adjustment therein) to the number of Warrant Shares called for on
the face of this Warrant minus the sum of the number of such shares purchased by
the Registered Holder upon such exercise. 

2. Adjustment of Purchase Price and Number of Warrant Shares. The Purchase Price
and the number of Warrant Shares purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the occurrence of certain
events described in this Section 2. 

         (a) Subdivision or Combination of Stock. If outstanding shares of the
Company's Common Stock shall be subdivided into a greater number of shares or a
dividend in such stock shall be paid in respect of such stock, or any
transaction having substantially similar effect shall have been consummated by
the Company, the Purchase Price in effect immediately prior to such transaction
shall not be proportionately reduced and the number of Warrant Shares
purchasable upon the exercise of this Warrant shall not change from the number
stated on the face of this Warrant. If outstanding shares of the Company's
Common Stock shall be combined into a smaller number of shares, the Purchase
Price in effect immediately prior to such combination shall not be
proportionately increased and the number of Warrant Shares purchasable upon the
exercise of this Warrant shall not change from the number stated on the face of
this Warrant. 


                                       2




         (b) Reorganization, Reclassification, Consolidation, Merger or Sale. If
there shall occur any capital reorganization or reclassification of the
Company's Common Stock (other than a change in par value or a subdivision or
combination), or any consolidation or merger of the Company with or into another
corporation, or a transfer of all or substantially all of the assets of the
Company, shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities, or other assets or property (an "Organic
Change"), then, as part of such Organic Change, lawful provision shall be made
so that the Registered Holder of this Warrant shall have the right thereafter to
receive upon the exercise hereof the kind and amount of shares of stock or other
securities or property which such Registered Holder would have been entitled to
receive if, immediately prior to such Organic Change such Registered Holder had
held the number of shares of Common Stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment (as
reasonably determined in good faith by the Board of Directors of the Company)
shall be made in the application of the provisions set forth herein with respect
to the rights and interests thereafter of the Registered Holder of this Warrant,
such that the provisions set forth in this Section 2 shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property thereafter deliverable upon the exercise
of this Warrant. 

         (c) When any adjustment is required to be made in the Purchase Price or
the number of Warrant Shares purchasable upon exercise of this Warrant, the
Company shall promptly mail to the Registered Holder a certificate setting forth
the Purchase Price or the number of Warrant Shares purchasable upon exercise of
this Warrant after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Such certificate shall also set forth the kind
and amount of stock or other securities or property into which this Warrant
shall be exercisable following the occurrence of any of the events specified in
subsection 2(b) above. 

3. Fractional Shares. The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the fair market value per share of Common
Stock. For purposes of the foregoing, fair market value of one share of Common
Stock, shall be determined as follows: 

              (i) If the Common Stock is listed on a national securities
exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq
system, or another nationally recognized exchange or quotation system as of the
Exercise Date, the fair market value per share of the Common Stock shall be
deemed to be the last reported sale price per share of the Common Stock on the
Exercise Date, or, if no such price is reported on such date, such price on the
next preceding business day (provided that if no such price is reported on the
next preceding business day, the fair market value per share shall be determined
pursuant to clause (ii)). 

              (ii) If the Common Stock is not listed on a national securities
exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq
System, or another nationally recognized exchange or quotation system on the
Exercise Date, the fair market value per share shall be determined by the
Company's Board of Directors in good faith. 


                                       3




4. Requirements for Transfer.

         (a) This Warrant and the Warrant Shares shall not be sold or
transferred unless either (i) they first shall have been registered under the
Securities Act of 1933, as amended (the "Act"), and any applicable state
securities laws, or (ii) the Company first shall have been furnished with an
opinion of legal counsel, reasonably satisfactory to the Company, to the effect
that such sale or transfer is exempt from the registration requirements of the
Act and any applicable state securities laws. 

         (b) Each certificate representing this Warrant or Warrant Shares shall
bear a legend substantially in the following form:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE
         HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED, OR QUALIFIED UNDER STATE
         SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
         OTHERWISE TRANSFERRED UNLESS EITHER (A) COVERED BY
         AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFIED
         UNDER APPLICABLE STATE SECURITIES LAWS OR (B) THE
         CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF
         COUNSEL ACCEPTABLE TO THE CORPORATION TO THE EFFECT
         THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY
         REQUIRED FOR SUCH TRANSFER."

The foregoing legend shall be removed from the certificates representing any
Warrants or Warrant Shares, at the request of the holder thereof, at such time
as they become eligible for resale pursuant to Rule 144(k) under the Act.

5. No Voting or Dividend Rights. Nothing contained in this Warrant shall be
construed as conferring upon the Registered Holder the right to vote or to
consent or to receive notice as a stockholder of the Company or any other
matters or any rights whatsoever as a stockholder of the Company. No dividends
or interest shall be payable or accrued in respect of this Warrant or the
interest represented hereby or the Warrant Shares purchasable hereunder until,
and only to the extent that, this Warrant shall have been exercised. Until the
exercise of this Warrant, the Registered Holder shall not have or exercise any
rights by virtue hereof as a stockholder of the Company.

6.       Notices of Record Date, etc.

         In case: 

         (a) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company; or 


                                       4




         (b) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
notice shall be mailed at least ten (10) days prior to the record date or
effective date for the event specified in such notice. 

7. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. 

8. Exchange of Warrants. Upon the surrender by the Registered Holder of any
Warrant or Warrants, properly endorsed, to the Company at the principal office
of the Company, the Company will, subject to the provisions of Section 4 hereof,
issue and deliver to or upon the order of such Registered Holder, at the
Company's expense, a new Warrant or Warrants of like tenor, in the name of such
Registered Holder or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant or Warrants so surrendered. 

9. Lost Warrants. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and (in
the case of loss, theft or destruction) upon delivery of an indemnity agreement
(with surety in an amount reasonably satisfactory to the Company if requested by
the Company), or (in the case of mutilation) upon surrender and cancellation of
this Warrant, the Company will issue, in lieu thereof, a new Warrant of like
tenor. 

10. Transfers, etc. 

              (a) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered Holder may
change its address as shown on the warrant register by written notice to the
Company requesting such change. 

              (b) Subject to the provisions of Section 4 hereof, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender
of this Warrant with a properly executed assignment (in the form of Exhibit II
hereto) at the principal office of the Company. 

              (c) Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder of this Warrant as the
absolute owner hereof for all purposes; provided, however, that if and when this
Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary. 


                                       5




11. Mailing of Notices, etc. All notices and other communications from the
Company to the Registered Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage prepaid, to the address furnished to the
Company in writing by the last Registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below, it shall give prompt written notice to
the Registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal office at the particular time shall be
as so specified in such notice. 

12. Change or Waiver. Any term of this Warrant may be changed or waived only by
an instrument in writing signed by the party against which enforcement of the
change or waiver is sought. 

13. Headings. The headings in this Warrant are for purposes of reference only
and shall not limit or otherwise affect the meaning of any provision of this
Warrant. 

14. Governing Law. This Warrant will be governed by and construed in accordance
with the corporate laws of the State of New York.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officer thereunto duly authorized.

                                           PROVO INTERNATIONAL, INC. f/k/a
                                           FRONTLINE COMMUNICATIONS CORPORATION

                                          _____________________________________
                                          By: Stephen J. Cole-Hatchard
                                          Title:  CEO

[Corporate Seal]

ATTEST:

______/s/___________________
[      Amy Wagner-Mele]
[       Secretary     ]

                                                 Address of principal office:
                                                 One Blue Hill Plaza, 7th Floor
                                                 P.O. Box 1548
                                                 Pearl River, New York 10965




                                       6





                (SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT)




                                       7




                                                                       EXHIBIT I
                                                                       ---------

                                  PURCHASE FORM
                                  -------------

To:  Provo International, Inc. f/k/a
Frontline Communications Corporation                        Dated:______________

         The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. B2-1), hereby irrevocably elects to purchase ________ shares of
Common Stock covered by such Warrant. The undersigned herewith makes payment of
$____________, in lawful money of the United States, representing the full
purchase price for such shares at the price per share provided for in such
Warrant.



                                                     Signature:_________________


                                       8





                                                                      EXHIBIT II
                                                                      ----------

                                 ASSIGNMENT FORM
                                 ---------------

         FOR VALUE RECEIVED, ________________________________________hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (No. B2-1) with respect to the number of shares of Common Stock
covered thereby set forth below, unto:

Name of Assignee                     Address                       No. of Shares
----------------                     -------                       -------------



                                       




Dated:___________________              Signature:_______________________

Dated:___________________              Witness:_________________________




                                       9






                                                                       EXHIBIT B

Exhibit 10.48



Void after February 15, 2004*

                           This  Warrant  and  any  shares   acquired  upon  the
                  exercise of this  Warrant have not been  registered  under the
                  Securities  Act of 1933.  This Warrant and such shares may not
                  be sold or transferred in the absence of such  registration or
                  an exemption  therefrom  under said Act. This Warrant and such
                  shares  may not be  transferred  except  upon  the  conditions
                  specified in this Warrant,  and no transfer of this Warrant or
                  such shares shall be valid or effective  unless and until such
                  conditions shall have been complied with.

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

                          COMMON STOCK PURCHASE WARRANT

                  Provo  International,   Inc.  f/k/a  Frontline  Communications
Corporation, a Delaware corporation (the "Company"), having its principal office
at One Blue Hill Plaza,  7th Floor,  P.O. Box 1548, Pearl River, New York, 10965
hereby  certifies that, for value  received,  Scarborough  Ltd., or assigns,  is
entitled,  subject to the terms set forth below, to purchase from the Company at
any time on or from time to time after  November  25, 2003 and before 5:00 P.M.,
New York City time, on February 15, 2004,  (i) 1,666,666  shares of Common Stock
of the  Company  (also  referred  to herein as "B  Warrant  Shares")  and (ii) a
warrant ("B2  Warrant")  exercisable  at $0.01 to purchase  1,250,000
  shares of
Common  Stock of the Company in the form  attached  hereto as Exhibit A, at $.30
per B Warrant  Share (the  "Purchase  Price").  The number and character of such
shares of Common  Stock and the  Purchase  Price are  subject to  adjustment  as
provided herein.

                  As  used  herein  the  following  terms,  unless  the  context
otherwise requires, have the following respective meanings:

                  (a)  The  term   "Company"   includes   the  Company  and  any
         corporation  which shall  succeed to or assume the  obligations  of the
         Company hereunder.

                  (b) The term "Common Stock" includes all stock of any class or
         classes (however designated) of the Company, the holders of which shall
         have the right, without limitation as to amount,  either to all or to a
         share of the balance of current  dividends  and  liquidating  dividends
         after the payment of dividends and distributions on any shares entitled
         to  preference,  and the  holders  of which  shall  ordinarily,  in the
         absence of  contingencies,  be entitled  to vote for the  election of a
         majority of directors of the

--------
         * Or such later date as provided pursuant to paragraph 21.




         Company  (even  though the right so to vote has been  suspended  by the
         happening of such a contingency).

                  (c) The "Original  Issue Date" is November 25, 2003,  the date
         as of which this Warrant was first issued.

                  (d) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise) which the holder of the Warrant at any
         time shall be  entitled to receive,  or shall have  received,  upon the
         exercise of this Warrant, in lieu of or in addition to Common Stock, or
         which at any time  shall be  issuable  or shall  have  been  issued  in
         exchange  for or in  replacement  of Common  Stock or Other  Securities
         pursuant to section 6 or otherwise. Other Securities shall include, but
         not be limited to the B2 Warrants and shares of Common  Stock  issuable
         upon exercise of the B-2 Warrants.

                  (e) The term  "Purchase  Price  per  share"  shall be the then
         applicable exercise price for one share of Common Stock.

                  (f) The term "Owner"  refers to a record owner of this Warrant
         (or  subdivision  thereof)  or the holder of any Common  Stock or Other
         Securities  issuable  upon  exercise of this  Warrant  (or  subdivision
         thereof).

                  (g) The  terms  "registered"  and  "registration"  refer  to a
         registration effected by filing a registration  statement in compliance
         with the Securities  Act, to permit the disposition of Common Stock (or
         Other Securities) issued or issuable upon the exercise of this Warrant,
         and any post-effective  amendments and supplements filed or required to
         be filed to permit any such disposition.

                  (h) The term  "Securities  Act"  means the  Securities  Act of
         1933, as amended, as the same shall be in effect at the time.


                                       2




         1.  REGISTRATION,  ETC.  The Company has agreed to register  the Common
Stock issuable upon exercise of this warrant, and the Common Stock issuable upon
exercise of the B-2 Warrants;  pursuant to the terms of a Subscription Agreement
by and between the Company and the Owner dated November 25, 2003  ("Subscription
Agreement").

         2.  SALE OR  EXERCISE  WITHOUT  REGISTRATION.  If,  at the  time of any
exercise,  transfer or surrender for exchange of this Warrant or of Common Stock
(or Other Securities)  previously  issued upon the exercise of this Warrant,  or
Common Stock (or Other  Securities) shall not be registered under the Securities
Act, the Company may require, as a condition of allowing such exercise, transfer
or exchange,  that the holder or  transferee of this Warrant or Common Stock (or
Other  Securities),  as the case may be,  furnish to the Company a  satisfactory
opinion of counsel to the effect that such exercise, transfer or exchange may be
made  without   registration   under  the  Securities  Act,  provided  that  the
disposition  thereof  shall at all times be within the control of such holder or
transferee,  as the case may be, and provided further that nothing  contained in
this  section 2 shall  relieve the Company from  complying  with any request for
registration  pursuant  to section 1 hereof.  The first  holder of this  Warrant
represents to the Company that it is acquiring  this Warrant for  investment and
not with a view to the distribution thereof.

         3. EXERCISE OF WARRANT; PARTIAL EXERCISE.

                  3.1 EXERCISE IN FULL. Subject to the provisions  hereof,  this
Warrant  may be  exercised  in full by the holder  hereof by  surrender  of this
Warrant,  with the form of  subscription at the end hereof duly executed by such
holder,  to the Escrow  Agent (as defined in the  Subscription  Agreement  to be
released,  to the  Company  pursuant to the terms and  conditions  of the Escrow
Agreement (as defined in the  Subscription  Agreement) in the amount obtained by
multiplying  the number of shares of Common Stock called for on the face of this
Warrant (without giving effect to any adjustment therein) by the Purchase Price.

                  3.2 PARTIAL EXERCISE.  Subject to the provisions hereof,  this
Warrant may be  exercised in part by surrender of this Warrant in the manner and
at the place  provided in subsection  3.1 except that the amount  payable by the
holder upon any partial exercise shall be the amount obtained by multiplying (a)
the number of shares of Common Stock  (without  giving effect to any  adjustment
therein)  designated by the holder in the  subscription at the end hereof by (b)
the Purchase Price. Upon any such partial  exercise,  the Company at its expense
will forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor,  in the name of the holder  hereof or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock equal (without  giving effect to any adjustment  therein)
to the number of such shares  called for on the face of this  Warrant  minus the
number of such shares  designated by the holder in the  subscription  at the end
hereof.

                  3.3 ISSUE OF B2 WARRANT. Upon full or partial exercise of this
Warrant, the B2 Warrant shall be issued to the Owner of this Warrant.

                  3.4 COMPANY TO REAFFIRM OBLIGATIONS.  The Company will, at the
time of any  exercise of this  Warrant,  upon the request of the holder  hereof,
acknowledge  in writing its  continuing  obligation to afford to such holder any
rights (including, without limitation, any right


                                       4



to  registration of the shares of Common Stock or Other  Securities  issued upon
such  exercise)  to which such holder shall  continue to be entitled  after such
exercise in accordance with the provisions of this Warrant, PROVIDED that if the
Company shall fail to take any of the actions specified by this paragraph,  such
failure shall not affect the continuing obligation of the Company to afford such
holder any such rights

                  4. DELIVERY OF STOCK CERTIFICATES,  ETC., ON EXERCISE. As soon
as practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) days  thereafter,  the Company at its expense  (including
the payment by it of any applicable  issue taxes) will cause to be issued in the
name of the holder hereof, or as such holder (upon payment by such holder of any
applicable  transfer taxes) may direct,  a certificate or  certificates  for the
number  of full  paid and  non-assessable  shares  of  Common  Stock  (or  Other
Securities) to which such holder shall be entitled upon such exercise,  plus, in
lieu of any fractional  share to which such holder would  otherwise be entitled,
cash equal to such fraction  multiplied by the then current  market value of one
full share,  together  with any other  stock or other  securities  and  property
(including  cash,  where  applicable) to which such holder is entitled upon such
exercise  pursuant  to section 5 or  otherwise  and such  certificates  shall be
delivered to the Escrow Agent (as defined in the  Subscription  Agreement) to be
held and released  pursuant to the terms of an Escrow  Agreement  (as defined in
the Subscription Agreement).

                  5.  ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK,  PROPERTY,  ETC.,
RECLASSIFICATION,  ETC.  In case at any  time or  from  time to time  after  the
Original Issue Date the holders of Common Stock (or Other Securities) shall have
received,  or (on or after  the  record  date  fixed  for the  determination  of
stockholders eligible to receive) shall have become entitled to receive, without
payment therefor

                  (a) other or additional  stock or other securities or property
         (other than cash) by way of dividend, or

                  (b) any cash paid or payable  (including,  without limitation,
         by way of dividend), or

                  (c) other or additional (or less) stock or other securities or
         property    (including   cash)   by   way   of   spin-off,    split-up,
         reclassification,  recapitalization,  combination  of shares or similar
         corporate rearrangement,

then, and in each such case the holder of this Warrant, upon the exercise hereof
as  provided  in section 3, shall be entitled to receive the amount of stock and
other  securities  and  property  (including  cash in the cases  referred  to in
subdivisions  (b) and (c) of this section 5) which such holder would hold on the
date of such  exercise if on the  Original  Issue Date he had been the holder of
record of the  number of shares of Common  Stock  called for on the face of this
Warrant as well as the number of shares of Common Stock  issuable  upon exercise
of the B-2 Warrant and had thereafter, during the period from the Original Issue
Date to and  including the date of such  exercise,  retained such shares and all
such other or  additional  (or less)  stock and other  securities  and  property
(including  cash in the cases  referred to in  subdivisions  (b) and (c) of this
section 5) receivable by him as aforesaid  during such period,  giving effect to
all  adjustments  called for during such  period by sections 6 and 7 hereof.



                                       4



         6. REORGANIZATION, CONSOLIDATION, MERGER, ETC.

                  In case the Company  after the  Original  Issue Date shall (a)
effect a reorganization, (b) consolidate with or merge into any other person, or
(c) transfer all or  substantially  all of its properties or assets to any other
person  under  any plan or  arrangement  contemplating  the  dissolution  of the
Company,  then, in each such case, the holder of this Warrant, upon the exercise
hereof as  provided  in  section 3 at any time  after the  consummation  of such
reorganization,   consolidation   or  merger  or  the  effective  date  of  such
dissolution,  as the case may be,  shall be entitled to receive (and the Company
shall be entitled to deliver), in lieu of the Common Stock (or Other Securities)
issuable upon such exercise prior to such  consummation  or such effective date,
the stock and other  securities  and  property  (including  cash) to which  such
holder would have been entitled  upon such  consummation  or in connection  with
such  dissolution,  as the case may be, if such  holder  has so  exercised  this
Warrant and the B-2 Warrant  immediately  prior thereto,  all subject to further
adjustment thereafter as provided in sections 5 and 7 hereof.

         7. OTHER ADJUSTMENTS.

                  7.1 GENERAL.  In any case to which sections 5 and 6 hereof are
not applicable, where the Company shall issue or sell shares of its Common Stock
after the Original Issue Date and prior to the expiration of this Warrant,  then
the Purchase Price in effect hereunder shall  simultaneously  with such issuance
or sale be  reduced  to equal  the price at which  the  Company  sells or issues
Common Stock subsequent to the Original Issue Date,  provided that such price is
lower than the Purchase Price, and the number of shares of Common Stock issuable
upon  exercise  hereof shall be increased so that the  percentage of the Company
represented by the shares of Common Stock issuable upon exercise of this Warrant
is not reduced as a result of such issuance or sale.

                  7.2 CONVERTIBLE SECURITIES. In case the Company shall issue or
sell any securities  convertible into Common Stock of the Company  ("Convertible
Securities")  after the date hereof,  then such issue or sale shall be deemed to
be an  issue  or sale  (as of the  date  of  issue  or sale of such  Convertible
Securities)  of such  maximum  number  of shares  of  Common  Stock  that may be
issuable upon conversion of the Convertible  Securities,  provided that, if such
Convertible Securities shall by their terms provide for a decrease or decreases,
with the passage of time,  in the  conversion  rate or rate of exchange upon the
conversion or exchange thereof,  the number of shares deemed issued or sold upon
the issuance or sale of such Convertible  Securities  shall,  forthwith upon any
such  decrease  becoming  effective,  be  readjusted  to reflect  the same,  and
provided  further,  that upon the  expiration  of such rights of  conversion  or
exchange of such  Convertible  Securities,  if any  thereof  shall not have been
exercised,  the  adjusted  Purchase  Price per share and the number of shares of
Common Stock and other  Securities  issuable upon exercise of this Warrant shall
forthwith be readjusted  and  thereafter be the price and number of shares which
would have been in effect had an adjustment been made on the basis that the only
shares of Common Stock so issued or sold were issued or sold upon the conversion
of exchange of such Convertible Securities.

                  7.3 RIGHTS AND  OPTIONS.  In case the Company  shall grant any
rights or options to subscribe for,  purchase or otherwise acquire Common Stock,
then the granting of such rights



                                       5




or  options  shall  be  deemed  to be an  issue  or sale  (as of the date of the
granting of such rights or options) of such  maximum  number of shares of Common
Stock  issuable upon exercise of such rights or options,  provided that, if such
rights or options  shall by their terms  provide  for an increase or  increases,
with the passage of time,  in the number of shares  issuable by the Company upon
the exercise  thereof,  the number of shares of Common Stock deemed  issued upon
such grant  shall,  forthwith  upon any such  increase  becoming  effective,  be
readjusted to reflect the same, and provided,  further, that upon the expiration
of such rights or options,  if any thereof  shall not have been  exercised,  the
adjusted  Purchase  Price  per share and the  number  of  shares  issuable  upon
exercise of this Warrant and the B-2 Warrant shall  forthwith be readjusted  and
thereafter be the price which it would have been had an adjustment  been made on
the basis  that the only  shares of  Common  Stock so issued or sold were  those
issued or sold upon the exercise of such rights or options.

         8. CONVERSION LIMITATION. In order to comply with rules of the American
Stock Exchange  relating to  shareholder  approval of a transaction by an issuer
other  than in a public  offering,  this  Warrant  together  with the Shares and
Warrant  Shares  issued  pursuant  to the  Subscription  Agreement  shall not be
exercisable  into the number of shares of Common Stock that,  in the  aggregate,
would  result in the  issuance of more than 19.9% of the shares of Common  Stock
outstanding   immediately   prior  to  the   transaction   contemplated  by  the
Subscription  Agreement  (the  "Conversion  Limitation")  until such time as the
Company receives shareholder  approval of the transaction (the "Approval").  The
Company  agrees to seek the Approval  after  December 12, 2003 but no later than
January 20,  2004.  The Company  shall have  received  proxies  from each of the
executive officers and directors of the Company agreeing to vote in favor of the
Approval.

         9. FURTHER ASSURANCES.  The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  non-assessable  shares of stock upon the exercise of Warrant and
the B-2 Warrant from time to time outstanding.

         10.  ACCOUNTANTS'  CERTIFICATE AS TO  ADJUSTMENTS.  In each case of any
adjustment or readjustment  in the shares of Common Stock (or Other  Securities)
issuable  upon the  exercise of this  Warrant,  the Company at its expense  will
promptly  cause  the  Company's  regularly  retained  auditor  to  compute  such
adjustment  or  readjustment  in  accordance  with the terms of this Warrant and
prepare a certificate  setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based, and the
number of shares of Common Stock  outstanding or deemed to be  outstanding.  The
Company will  forthwith  mail a copy of each such  certificate  to the holder of
this Warrant.

         11. NOTICES OF RECORD DATE, ETC. In the event of

                  (a) any taking by the  Company  of a record of the  holders of
         any class of  securities  for the  purpose of  determining  the holders
         thereof who are  entitled to receive  any  dividend  (other than a cash
         dividend  payable  out of  earned  surplus  of the  Company)  or  other
         distribution,  or any right to  subscribe  for,  purchase or  otherwise
         acquire  any  shares of stock of any class or any other  securities  or
         property, or to receive any other right, or



                                       6




                  (b)  any   capital   reorganization   of  the   Company,   any
         reclassification  or  recapitalization  of  the  capital  stock  of the
         Company or any transfer of all or  substantially  all the assets of the
         Company to or  consolidation  or merger of the Company with or into any
         other person, or

                  (c) any voluntary or involuntary  dissolution,  liquidation or
         winding-up of the Company, or

                  (d) any  proposed  issue or grant by the Company of any shares
         of stock of any class or any other  securities,  or any right or option
         to subscribe for,  purchase or otherwise acquire any shares of stock of
         any class or any other securities (other than the issue of Common Stock
         on the  exercise  of this  Warrant),  then and in each  such  event the
         Company will mail or cause to be mailed to the holder of this Warrant a
         notice  specifying (i) the date on which any such record is to be taken
         for the purpose of such dividend,  distribution  or right,  and stating
         the amount and character of such dividend,  distribution or right, (ii)
         the  date  on  which   any   such   reorganization,   reclassification,
         recapitalization,   transfer,   consolidation,   merger,   dissolution,
         liquidation or winding-up is to take place, and the time, if any, as of
         which the holders of record of Common Stock (or Other Securities) shall
         be  entitled  to  exchange  their  shares  of  Common  Stock  (or Other
         Securities)  for  securities or other  property  deliverable  upon such
         reorganization,    reclassification,     recapitalization,    transfer,
         consolidation,  merger,  dissolution,  liquidation or  winding-up,  and
         (iii) the amount and  character  of any stock or other  securities,  or
         rights  or  options  with  respect  thereto,  proposed  to be issued or
         granted,  the date of such  proposed  issue or grant and the persons or
         class of persons to whom such  proposed  issue or grant and the persons
         or class  of  persons  to whom  such  proposed  issue or grant is to be
         offered or made.  Such notice shall be mailed at least 20 days prior to
         the date therein specified.

         12. RESERVATION OF STOCK, ETC.,  ISSUABLE ON EXERCISE OF WARRANTS.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery upon the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable upon the exercise of this Warrant and the
B-2 Warrant.

         13. LISTING ON SECURITIES  EXCHANGES,  REGISTRATION.  If the Company at
any time after the  Original  Issue  Date  shall  list any  Common  Stock on any
national  securities  exchange  and shall  register  such Common Stock under the
Securities  Exchange Act of 1934 (as then in effect, or any similar statute then
in effect),  the  Company  will,  at its  expense,  simultaneously  list on such
exchange,  upon  official  notice of issuance upon the exercise of this Warrant,
and  maintain  such  listing  of all  shares of Common  Stock  from time to time
issuable upon the exercise of this Warrant,  and the Company will so list on any
national  securities  exchange,  will so register and will maintain such listing
of, any Other Securities if and at the time that any securities of like class or
similar  type  shall be  listed  on such  national  securities  exchange  by the
Company.

         14.  EXCHANGE  OF  WARRANTS.  Subject  to the  provisions  of section 2
hereof, upon surrender for exchange of this Warrant,  properly endorsed,  to the
Company,  the Company at its own  expense  will issue and deliver to or upon the
order of the holder  thereof a new  Warrant of like  tenor,  in the name of such
holder or as such holder (upon payment by such holder of any



                                       7




applicable  transfer taxes) may direct,  calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face of
this Warrant.

         15.  REPLACEMENT  OF  WARRANTS.  Upon  receipt of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this  Warrant  and,  in the case of any such loss,  theft or  destruction,  upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the  Company  or,  in the  case  of any  such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the  Company at its  expense  will  execute and
deliver, in lieu thereof, a new Warrant of like tenor.

         16. WARRANT AGENT. The Company may, by written notice to each holder of
this Warrant,  appoint an agent having an office in New York,  New York, for the
purpose of issuing Common Stock (or Other  Securities) upon the exercise of this
Warrant  pursuant to section 3, exchanging this Warrant  pursuant to section 14,
and replacing this Warrant pursuant to section 14, or any of the foregoing,  and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

         17.  REMEDIES.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

         18.  NEGOTIABILITY,  ETC.  This  Warrant is issued  upon the  following
terms, to all of which each holder or owner hereof by the taking hereof consents
and agrees:

                  (a) subject to the  provisions  hereof,  title to this Warrant
         may be transferred by endorsement  (by the holder hereof  executing the
         form of  assignment  at the end hereof) and delivery in the same manner
         as in the case of a negotiable  instrument  transferable by endorsement
         and delivery;

                  (b) subject to the foregoing, any person in possession of this
         Warrant  properly  endorsed  is  authorized  to  represent  himself  as
         absolute  owner  hereof and is  empowered  to transfer  absolute  title
         hereto by  endorsement  and  delivery  hereof to a bona fide  purchaser
         hereof for value, each prior taker or owner waives and renounces all of
         his  equities or rights in this Warrant in favor of each such bona fide
         purchaser  and each such bona fide  purchaser  shall  acquire  absolute
         title hereto and to all rights represented hereby, and

                  (c) until  this  Warrant  is  transferred  on the books of the
         Company,  the Company  may treat the  registered  holder  hereof as the
         absolute owner hereof for all purposes,  notwithstanding  any notice to
         the contrary.


                                       8




         19. NOTICES, ETC. All notices and other communications from the Company
to the  holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder, or, until an address is so furnished,  to
and at the address of the last holder of this  Warrant who has so  furnished  an
address to the Company.

         20.  MISCELLANEOUS.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant is being delivered in the State of New York and shall be
construed  and  enforced  in  accordance  with and  governed by the laws of such
State.  The headings in this Warrant are for  purposes of  reference  only,  and
shall not limit or otherwise affect any of the terms hereof.

         21. EXTENDED EXPIRATION.

                  The right to exercise  this Warrant shall expire at 5.00 P.M.,
New  York  City  time , on  February  15,  2004,  provided,  however,  that if a
registration  statement has not been filed or declared  effective  providing for
the registration of the shares of Common Stock issuable upon exercise of the B-2
Warrants  prior to the  expiration  date of the right to exercise  this Warrant,
then the right to  exercise  this  Warrant  shall be extended  and shall  expire
forty-five (45) days after the effective date of such registration statement.

         22. ASSIGNABILITY. This Warrant is fully assignable at any time.




                                       9




Dated: January 27, 2004


                                          Provo International, Inc. f/k/a
                                          Frontline Communications Corporation



                                          By: /s/ Stephen J. Cole-Hatchard

                                          Name:  Stephen J. Cole-Hatchard

                                          Title:  CEO

                                           [Corporate Seal]





Attest:

/s/ Amy Wagner-Mele

      Secretary






                                       10




                              FORM OF SUBSCRIPTION
                  (To be signed only upon exercise of Warrant)



To:      Provo International, Inc. f/k/a
Frontline Communications Corporation
One Blue Hill Plaza, 7th Floor
P.O. Box 1548 Pearl River, New York 10965

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase thereunder, * shares of Common Stock of Provo International, Inc. f/k/a
Frontline  Communications  Corporation  and  herewith  makes  payment of $ _____
therefor,  and requests that the  certificates  for such shares be issued in the
name  of,  and   delivered  to,   ________________________,   whose  address  is
___________________________________.



Dated:
      -----------------


                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of the Warrant)

                                         (Address)




*    Insert here the number of shares called for on the face of the Warrant (or,
     in the case of a partial  exercise,  the  portion  thereof  as to which the
     Warrant is being  exercised),  in either case without making any adjustment
     for  additional  Common  Stock or any other  stock or other  securities  or
     property  or cash  which,  pursuant  to the  adjustment  provisions  of the
     Warrant, may be deliverable upon exercise.




                                       11




                               FORM OF ASSIGNMENT
                  (To be signed only upon transfer of Warrant)


                  For value received,  the undersigned hereby sells, assigns and
transfers  unto  ________________________________  the right  represented by the
within Warrant to purchase shares of Common Stock of Provo  International,  Inc.
f/k/a Frontline  Communications  Corporation,  which the within Warrant relates,
and appoints  _____________  as  Attorney-in-Fact  to transfer such right on the
books of  ___________________  with full power of  substitution in the premises.
The Warrant being transferred hereby is the Common Stock Purchase Warrant issued
by Provo International,  Inc. f/k/a Frontline Communications  Corporation, as of
November 25, 2003, and amended on January __, 2004.



Dated:
      -----------------


                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of the Warrant)

                                         (Address)



Signature guaranteed by a Bank or
Trust Company having its principal
office in New York City or by a
Member Firm of the New York or
American Stock Exchange





                                       12





EXHIBIT 10.49

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR QUALIFIED  UNDER THE STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,
PLEDGED,  OR OTHERWISE  TRANSFERRED  UNLESS EITHER (A) COVERED BY AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND
QUALIFIED UNDER  APPLICABLE  STATE SECURITIES LAWS, OR (B) THE CORPORATION HAS
BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION TO THE
EFFECT THAT NO  REGISTRATION  OR  QUALIFICATION  IS LEGALLY  REQUIRED FOR SUCH
TRANSFER.

Warrant No. A-1                                      Number of Shares: 750,000



Date of Issuance:  As of November 25, 2003
Date of Amendment:  As of January 27, 2004

     Provo International, Inc. f/k/a Frontline Communications Corporation
     --------------------------------------------------------------------

                         Common Stock Purchase Warrant
                         -----------------------------

                        (Void after November 25, 2006)

         Provo International, Inc. f/k/a Frontline Communications Corporation,
a Delaware corporation (the "Company"),  for value received,  hereby certifies
that Scarborough Ltd. (the "Registered Holder"),  is entitled,  subject to the
terms set forth below, to purchase from the Company,  at any time or from time
to time on or after the date of issuance  and on or before  November 25, 2006,
at not later than 5:00 p.m. EST,  750,000  shares of Common
 Stock (the "Common
Stock")  $0.01 par value per share,  of the  Company,  at a purchase  price of
$0.01 per share. The shares purchasable upon exercise of this Warrant, and the
purchase  price per share,  each as adjusted from time to time pursuant to the
provisions  of this  Warrant,  are  hereinafter  referred  to as the  "Warrant
Shares" and the "Purchase Price," respectively.

1.   Exercise; Issuance of Certificates.
     -----------------------------------

     (a) Exercise.  This Warrant may be exercised by the Registered Holder, in
whole or in part,  by  surrendering  this  Warrant,  with  the  purchase  form
appended  hereto as Exhibit I duly  executed by such  Registered  Holder or by
such Registered Holder's duly authorized attorney,  at the principal office of
the Company,  or at such other office or agency as the Company may  designate,
accompanied by payment in full, in lawful money of the United States, of the






Purchase  Price payable in respect of the number of Warrant  Shares  purchased
upon such exercise.  

     (b) Each  exercise of this Warrant  shall be deemed to have been effected
immediately  prior to the close of business  on the day on which this  Warrant
shall have been  surrendered  to the Company as provided  in  subsection  1(a)
above (the "Exercise Date"). At such time, the person or persons in whose name
or names any  certificates  for Warrant  Shares  shall be  issuable  upon such
exercise as provided in  subsection  1(c) below shall be deemed to have become
the holder or  holders of record of the  Warrant  Shares  represented  by such
certificates.

     (c) As soon as practicable  after the exercise of this Warrant in full or
in part, the Company, at its expense,  will cause to be issued in the name of,
and delivered to, the Registered  Holder,  or as the  Registered  Holder (upon
payment by the Registered Holder of any applicable  transfer taxes) may direct
but subject to Section 4 hereof:

         (i) a  certificate  or  certificates  for the number of full  Warrant
Shares to which the  Registered  Holder shall be entitled  upon such  exercise
plus, in lieu of any fractional  share to which such  Registered  Holder would
otherwise  be  entitled,  cash in an amount  determined  pursuant to Section 3
hereof; and

         (ii) in case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, calling in the aggregate on the face or
faces thereof for the number of Warrant Shares equal (without giving effect to
any adjustment therein) to the number of Warrant Shares called for on the face
of this  Warrant  minus the sum of the number of such shares  purchased by the
Registered Holder upon such exercise.

2.  Adjustment of Purchase  Price and Number of Warrant  Shares.  The Purchase
Price and the number of Warrant Shares  purchasable  upon the exercise of this
Warrant shall be subject to adjustment  from time to time upon the  occurrence
of certain events described in this Section 2.

         (a) Subdivision or Combination of Stock. If outstanding shares of the
Company's  Common Stock shall be subdivided into a greater number of shares or
a dividend  in such  stock  shall be paid in  respect  of such  stock,  or any
transaction having substantially similar effect shall have been consummated by
the  Company,   the  Purchase  Price  in  effect  immediately  prior  to  such
transaction  shall not be  proportionately  reduced  and the number of Warrant
Shares purchasable upon the exercise of this Warrant shall not change from the
number  stated  on the face of this  Warrant.  If  outstanding  shares  of the
Company's Common Stock shall be combined into a smaller number of shares,  the
Purchase Price in effect  immediately  prior to such combination  shall not be
proportionately  increased and the number of Warrant Shares  purchasable  upon
the  exercise of this Warrant  shall not change from the number  stated on the
face of this Warrant.

         (b) Reorganization, Reclassification,  Consolidation, Merger or Sale.
If there shall occur any capital  reorganization  or  reclassification  of the
Company's  Common Stock (other than a change in par value or a subdivision  or
combination),  or any  consolidation  or  merger of the  Company  with or into
another  corporation,  or a transfer of all or substantially all of the assets
of the  Company,  shall be effected in such a way that holders of Common Stock
shall be entitled to receive  stock,  securities,  or other assets or property
(an "Organic Change"), then, as part of such



                                      2




Organic Change,  lawful provision shall be made so that the Registered  Holder
of this Warrant  shall have the right  thereafter to receive upon the exercise
hereof the kind and amount of shares of stock or other  securities or property
which  such  Registered  Holder  would  have  been  entitled  to  receive  if,
immediately  prior to such Organic Change such Registered  Holder had held the
number of shares of Common Stock which were then purchasable upon the exercise
of this  Warrant.  In any such case,  appropriate  adjustment  (as  reasonably
determined  in good faith by the Board of Directors  of the Company)  shall be
made in the application of the provisions set forth herein with respect to the
rights and interests thereafter of the Registered Holder of this Warrant, such
that  the  provisions  set  forth  in  this  Section  2  shall  thereafter  be
applicable, as nearly as is reasonably practicable,  in relation to any shares
of stock or other  securities  or  property  thereafter  deliverable  upon the
exercise of this  Warrant.  

         (c) When any  adjustment is required to be made in the Purchase Price
or the number of Warrant Shares purchasable upon exercise of this Warrant, the
Company shall  promptly mail to the  Registered  Holder a certificate  setting
forth the  Purchase  Price or the number of Warrant  Shares  purchasable  upon
exercise of this  Warrant  after such  adjustment  and  setting  forth a brief
statement of the facts requiring such adjustment.  Such certificate shall also
set forth the kind and amount of stock or other  securities  or property  into
which this Warrant shall be exercisable following the occurrence of any of the
events specified in subsection 2(b) above. 

3. Fractional  Shares.  The Company shall not be required upon the exercise of
this  Warrant to issue any  fractional  shares,  but shall make an  adjustment
therefor  in cash on the  basis of the fair  market  value per share of Common
Stock. For purposes of the foregoing, fair market value of one share of Common
Stock, shall be determined as follows:

         (i) If the Common Stock is listed on a national securities  exchange,
the American Stock Exchange, the Nasdaq National Market, the Nasdaq system, or
another nationally  recognized exchange or quotation system as of the Exercise
Date,  the fair market  value per share of the Common Stock shall be deemed to
be the last  reported sale price per share of the Common Stock on the Exercise
Date,  or, if no such price is reported  on such date,  such price on the next
preceding business day (provided that if no such price is reported on the next
preceding  business  day, the fair market value per share shall be  determined
pursuant to clause (ii)).

         (ii) If the  Common  Stock is not  listed  on a  national  securities
exchange,  the American Stock Exchange, the Nasdaq National Market, the Nasdaq
System, or another nationally  recognized  exchange or quotation system on the
Exercise  Date,  the fair market  value per share shall be  determined  by the
Company's Board of Directors in good faith. 

4.  Requirements for Transfer.

     (a) This Warrant and the Warrant  Shares shall not be sold or transferred
unless either (i) they first shall have been  registered  under the Securities
Act of 1933, as amended (the "Act"), and any applicable state securities laws,
or (ii) the Company first shall have been  furnished  with an opinion of legal
counsel,  reasonably satisfactory to the Company, to the effect that such sale
or transfer is exempt from the  registration  requirements  of the Act and any
applicable state securities laws.


                                      3




     (b) Each  certificate  representing  this Warrant or Warrant Shares shall
bear a legend substantially in the following form:

         "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE
         HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT
         OF 1933,  AS  AMENDED,  OR  QUALIFIED  UNDER  STATE
         SECURITIES  LAWS  AND MAY NOT BE SOLD,  PLEDGED  OR
         OTHERWISE  TRANSFERRED UNLESS EITHER (A) COVERED BY
         AN  EFFECTIVE   REGISTRATION  STATEMENT  UNDER  THE
         SECURITIES  ACT OF 1933, AS AMENDED,  AND QUALIFIED
         UNDER  APPLICABLE  STATE SECURITIES LAWS OR (B) THE
         CORPORATION  HAS BEEN  FURNISHED WITH AN OPINION OF
         COUNSEL ACCEPTABLE TO THE CORPORATION TO THE EFFECT
         THAT NO  REGISTRATION OR  QUALIFICATION  IS LEGALLY
         REQUIRED FOR SUCH TRANSFER."

The foregoing legend shall be removed from the  certificates  representing any
Warrants or Warrant Shares, at the request of the holder thereof, at such time
as they become  eligible for resale  pursuant to Rule 144(k) under the Act. 

5.  No Voting or Dividend  Rights.  Nothing  contained in this Warrant shall be
construed as  conferring  upon the  Registered  Holder the right to vote or to
consent  or to receive  notice as a  stockholder  of the  Company or any other
matters or any rights whatsoever as a stockholder of the Company. No dividends
or  interest  shall be payable  or  accrued in respect of this  Warrant or the
interest represented hereby or the Warrant Shares purchasable hereunder until,
and only to the extent that, this Warrant shall have been exercised. Until the
exercise of this Warrant, the Registered Holder shall not have or exercise any
rights by virtue hereof as a stockholder of the Company.

6.  Notices of Record Date, etc.

    In case:

    (a) of any capital  reorganization of the Company, any reclassification of
the capital stock of the Company,  any  consolidation or merger of the Company
with or into  another  corporation  (other than a  consolidation  or merger in
which  the  Company  is  the  surviving  entity),  or any  transfer  of all or
substantially  all of the assets of the  Company;  or (b) of the  voluntary or
involuntary  dissolution,  liquidation or winding-up of the Company, then, and
in each  such  case,  the  Company  will  mail or  cause to be  mailed  to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the   effective   date  on  which   such   reorganization,   reclassification,
consolidation,  merger, transfer, dissolution, liquidation or winding-up is to
take place,  and the time,  if any is to be fixed,  as of which the holders of
record


                                      4




of Common  Stock (or such other stock or  securities  at the time  deliverable
upon the exercise of this Warrant)  shall be entitled to exchange their shares
of Common Stock (or such other stock or  securities)  for  securities or other
property    deliverable    upon   such    reorganization,    reclassification,
consolidation,  merger, transfer, dissolution, liquidation or winding-up. Such
notice  shall be mailed at least ten (10)  days  prior to the  record  date or
effective  date for the event  specified in such  notice.  

7.  Reservation  of Stock.  The  Company  will at all times  reserve  and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant  Shares and other stock,  securities  and property,  as
from time to time shall be issuable upon the exercise of this Warrant.

8.  Exchange of Warrants. Upon the surrender by the  Registered  Holder of any
Warrant or Warrants, properly endorsed, to the Company at the principal office
of the  Company,  the Company  will,  subject to the  provisions  of Section 4
hereof,  issue and deliver to or upon the order of such Registered  Holder, at
the Company's expense, a new Warrant or Warrants of like tenor, in the name of
such  Registered  Holder or as such  Registered  Holder (upon  payment by such
Registered Holder of any applicable transfer taxes) may direct, calling in the
aggregate  on the face or faces  thereof  for the  number  of shares of Common
Stock  called  for on  the  face  or  faces  of the  Warrant  or  Warrants  so
surrendered.

9.  Lost Warrants.  Upon receipt of evidence  reasonably  satisfactory  to the
Company of the loss, theft,  destruction or mutilation of this Warrant and (in
the  case of  loss,  theft  or  destruction)  upon  delivery  of an  indemnity
agreement (with surety in an amount reasonably  satisfactory to the Company if
requested by the Company),  or (in the case of mutilation)  upon surrender and
cancellation of this Warrant,  the Company will issue, in lieu thereof,  a new
Warrant of like tenor.

10. Transfers, etc.

    (a) The  Company  will  maintain  a  register  containing  the  names  and
addresses of the Registered Holders of this Warrant. Any Registered Holder may
change its address as shown on the warrant  register by written  notice to the
Company requesting such change.

    (b)  Subject to the  provisions of Section 4 hereof,  this Warrant and all
rights hereunder are transferable, in whole or in part, upon surrender of this
Warrant with a properly executed assignment (in the form of Exhibit II hereto)
at the principal office of the Company.

    (c) Until  any transfer of this  Warrant is made in the warrant  register,
the Company may treat the  Registered  Holder of this  Warrant as the absolute
owner  hereof  for all  purposes;  provided,  however,  that if and when  this
Warrant is  properly  assigned  in blank,  the  Company  may (but shall not be
obligated  to) treat the bearer  hereof as the  absolute  owner hereof for all
purposes,  notwithstanding any notice to the contrary. 

11. Mailing of Notices,
etc. All notices and other  communications  from the Company to the Registered
Holder of this Warrant shall be mailed by first-class  certified or registered
mail,  postage prepaid,  to the address furnished to the Company in writing by
the last Registered Holder of this Warrant who shall have furnished an address
to the Company in  writing.  All  notices  and other  communications  from the
Registered  Holder of this  Warrant or in  connection


                                      5




herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal  office
to a place other than as set forth below,  it shall give prompt written notice
to the Registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal  office at the particular  time shall
be as so specified in such notice.

12.  Change or Waiver.  Any term of this Warrant may be changed or waived only
by an instrument in writing  signed by the party against which  enforcement of
the change or waiver is sought. 13. Headings. The headings in this Warrant are
for  purposes of reference  only and shall not limit or  otherwise  affect the
meaning of any provision of this Warrant.

14.  Governing  Law.  This  Warrant  will  be  governed  by and  construed  in
accordance with the corporate laws of the State of New York.

         IN WITNESS WHEREOF, the Company has caused this amended Warrant to be
duly executed by its officer thereunto duly authorized.

                                          PROVO INTERNATIONAL, INC. f/k/a
                                          FRONTLINE COMMUNICATIONS CORPORATION

                                          /s/ Stephen J. Cole-Hatchard

                                          By: Stephen J. Cole-Hatchard
                                          Title: CEO

[Corporate Seal]

ATTEST:

_________________________
[     Amy Wagner-Mele    ]
[      Secretary         ]

                                                Address of principal office:
                                                One Blue Hill Plaza, 7th Floor

                                                P.O. Box 1548

                                                Pearl River, New York 10965


               (SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT)



                                      6




                                                                     EXHIBIT I
                                                                     ---------


                                 PURCHASE FORM

To:  Provo International, Inc. f/k/a

Frontline Communications Corporation                      Dated:______________

         The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. A-1),  hereby  irrevocably  elects to purchase ________ shares of
Common Stock covered by such Warrant.  The undersigned  herewith makes payment
of $____________,  in lawful money of the United States, representing the full
purchase  price for such  shares at the price per share  provided  for in such
Warrant.

                                     Signature: _______________________________





                                      7




                                                                    EXHIBIT II
                                                                    ----------

                                ASSIGNMENT FORM

         FOR  VALUE  RECEIVED,  ________________________________________hereby
sells,  assigns and transfers all of the rights of the  undersigned  under the
attached  Warrant  (No.  A-1) with  respect  to the number of shares of Common
Stock covered thereby set forth below, unto:

Name of Assignee                    Address                      No. of Shares
----------------                    -------                      -------------




Dated:_________________________        Signature:______________________________

Dated:_________________________        Witness:________________________________



                                      8






EXHIBIT 10.50

         THIS  REGISTRATION  RIGHTS  AGREEMENT  dated as of January 27,  2004,
between PROVO INTERNATIONAL,  INC. f/k/a FRONTLINE COMMUNICATIONS CORPORATION,
a Delaware  corporation (the  "Company"),  and IIG EQUITY  OPPORTUNITIES  FUND
LTD., a Bermuda company (the "Lender").

                                   Recitals

                  WHEREAS,  pursuant to the Term Loan and  Security  Agreement
dated as of April 3, 2003 (as amended,  modified,  restated  and  supplemented
from time to time,  the "Loan  Agreement")  among the Company,  Proyecciones Y
Ventas Organizadas,  S.A. de C.V., a Mexico corporation ("Provo" together with
the Company, each a "Borrower" and collectively, "Borrowers"), and the Lender,
the  Borrowers and the Lender have agreed that the Payoff Amount shall be paid
in full on the Payoff  Date as  follows:  (a)  $226,453.64  in cash (the "Cash
Amount") and (b) $125,000  shall be  converted  into 500,000  shares of Common
Stock of Frontline (the "Conversion Shares") at a conversion price of $.25 per
share; and

                  WHEREAS,  the Company wishes to grant registration rights to
the Lender for the Conversion Shares as more fully set forth herein.

                  NOW, THEREFORE,  in consideration of the mutual promises and
covenants hereinafter set forth, the parties hereby agree as follows:  Section
1. Certain Definitions.

                  Capitalized  terms
 used in this  Agreement  and not  defined
herein shall have the meanings ascribed to them in the Loan Agreement. As used
in this  Agreement,  the following  terms shall have the following  respective
meanings:

                  "Commission"   shall  mean  the   Securities   and  Exchange
Commission  or  any  other  federal  agency  at  the  time  administering  the
Securities Act.

                  "Common  Stock"  shall mean the common stock of the Company,
par value $.01 per share, and any other securities issued in respect of Common
Stock  upon  any  stock  split,  stock  dividend,  recapitalization,   merger,
consolidation, share exchange or similar event.

                  "NASD" means the National Association of Securities Dealers,
Inc.

                  "Payoff  Amount" has the  meaning  given to such term in the
Loan Agreement.

                  "Payoff Date" has the meaning given to such term in the Loan
Agreement.

                  "Person"  means any  individual,  any  foreign  or  domestic
corporation,  general  partnership,  limited  partnership,  limited  liability
company,  firm, joint venture,  association,


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individual   retirement   account,   joint  stock  company,   trust,   estate,
unincorporated organization, governmental or regulatory body or other entity.

                  "Registrable  Securities"  shall  mean  (a)  the  Conversion
Shares,  and (b) any  shares  of  Common  Stock of the  Company  issued as (or
issuable upon  conversion or exercise of any warrant,  right or other security
which is as issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, such above-described securities,  provided,
however,  that securities  shall be treated as Registrable  Securities only if
and only for so long as they are held by a  Securities  Holder or a  permitted
transferee  pursuant to the terms hereof,  and (i) they have not been disposed
of pursuant to a registration  statement declared effective by the Commission,
(ii) they have not been sold in a transaction exempt from the registration and
prospectus  delivery  requirements of the Securities Act, so that all transfer
restrictions and restrictive legends with respect thereto are removed upon the
consummation of such sale, or (iii) the  registration  rights as to the Holder
of such Registrable Securities have not expired.

                  The terms "register,"  "registered" and "registration" refer
to a registration effected by preparing and filing a registration statement in
compliance  with the  Securities  Act, and the  declaration or ordering of the
effectiveness of such registration statement.

                  "Securities"  means  "securities" as defined in Section 2(1)
of the Securities Act and includes  capital stock or other equity interests or
any options,  warrants or other  securities  that are  directly or  indirectly
convertible  into, or exercisable or exchangeable  for, capital stock or other
equity interests.

                  "Securities  Act" shall mean the  Securities Act of 1933, as
amended, or any successor federal statute and the rules and regulations of the
Commission  thereunder,  and  the  rules  and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

                  "Securities  Holder"  shall  mean the  Lender and any Person
holding  Registrable  Securities to whom the rights under this  Agreement have
been transferred. Section 2. Registration Rights.

         2.1  Automatic  Registration.  The  Company  hereby  agrees  with the
Securities  Holders that no later than thirty (30) calendar days following the
date hereof, the Company shall prepare and file a registration statement under
the Securities Act with the SEC covering the Registrable  Securities,  and the
Company  will use its  best  efforts  to cause  such  registration  to  become
effective as promptly as practicable  and within ninety (90) days  thereafter.
If (i) a registration  statement covering applicable Registrable Securities is
not filed on or before thirty (30) calendar days following the date hereof, or
(ii) a registration  statement covering applicable  Registrable  Securities is
not  declared  effective  by the SEC on or before  the date  ninety  (90) days
thereafter  (any such failure or breach  being  referred to as an "Event," and
the date on which such Event  occurs  being  referred to as an "Event  Date"),
then, in any such case, as partial relief for the damages  suffered  therefrom
by the  Securities  Holders  (which remedy shall not be exclusive of any other
remedies available at law or in equity),  the Company shall, on the Event Date
and on the  first  day of each  month  following  the  Event  Date  until  the
triggering Event is cured, pay to each Securities  Holder an aggregate amount,
in cash, as liquidated damages and not as a penalty,


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                                      2




equal to an amount equal to two percent (2%) (the "Applicable  Percentage") of
$185,000,  which  is the  aggregate  fair  market  value  of  the  Registrable
Securities  on the date hereof  (the  "Share  Market  Value")  (calculated  as
$3,700) (the "Liquidated  Damages").  The Liquidated  Damages shall be payable
for each  month,  or  prorated  for each  portion  thereof,  that an Event has
occurred and is continuing.  In addition,  for each month, or portion thereof,
after  the  first  month  that  Liquidated  Damages  are  required  to be paid
hereunder,  the  Applicable  Percentage  shall be increased by one  percentage
point (for  example,  Liquidated  Damages  shall equal 2% of the Share  Market
Value for the first  month  following  an Event Date,  3% of the Share  Market
Value for the next  month,  and so on until the  Event  has been  cured).  The
payments  to which a  Securities  Holder  shall be  entitled  pursuant to this
Section are referred to herein as "Registration Delay Payments."  Registration
Delay Payments shall be calculated on a cumulative basis. If the Company fails
to make  Registration  Delay  Payments in a timely manner,  such  Registration
Delay  Payments  shall  bear  interest  at the rate of 2.0% per  month (or the
maximum rate permitted by law),  pro-rated for partial  months,  until paid in
full.

         The obligation of the Company under this Section 2.1 shall be limited
to  one  registration  statement  and  shall  not  apply  to  any  Registrable
Securities  that at such time are eligible for  immediate  resale  pursuant to
Rule 144(k) under the Securities Act.

         2.2  "Piggyback"  Registration  Rights.  At any time  commencing  six
months after the date hereof,  if the Company shall  determine to proceed with
the  actual  preparation  and  filing of a  registration  statement  under the
Securities  Act in connection  with the proposed  offer and sale of any of its
securities  by it or any of its security  holders  (other than a  registration
statement on Form S-4, S-8 or other limited  purpose  form),  the Company will
give written notice of its determination to all Securities  Holders of record.
Upon the written  request from any such holders  (the  "Requesting  Holders"),
within 15 days after receipt of any such notice from the Company,  the Company
will, except as herein provided,  cause all such Registrable  Securities to be
included in such registration statement, all to the extent requisite to permit
the sale or other  disposition  by the  prospective  seller or  sellers of the
Registrable  Securities to be so registered;  provided,  further, that nothing
herein shall prevent the Company from, at any time, abandoning or delaying any
registration.  If any  registration  pursuant  to this  Section  2.2  shall be
underwritten in whole or in part, the Company may require that the Registrable
Securities requested for inclusion pursuant to this Section 2.2 be included in
the underwriting on the same terms and conditions as the securities  otherwise
being sold through the  underwriters.  In such event,  the Requesting  Holders
shall, if requested by the  underwriters,  execute an  underwriting  agreement
containing  customary  representations and warranties by selling  stockholders
and a lock-up on shares not being sold.  If in the good faith  judgment of the
managing  underwriter  of such public  offering  the  inclusion  of all of the
Registrable  Securities  originally covered by a request for registration (the
"Requested  Stock")  would  reduce  the  number of shares to be offered by the
Company or interfere with the  successful  marketing of the shares of stock or
other  securities  offered by the  Company,  the number of shares of Requested
Stock  otherwise  to be included in the  underwritten  public  offering may be
reduced pro rata (by number of shares)  among the holders  thereof  requesting
such  registration  or  excluded  in  their  entirety  if so  required  by the
underwriter.  To the extent only a portion of the Requested  Stock is included
in the underwritten public offering, those shares of Requested Stock which are
thus excluded from the underwritten public offering shall be withheld from the
market by the holders thereof for a period,  not to


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                                      3




exceed 90 days,  which  the  managing  underwriter  reasonably  determines  is
necessary in order to effect the underwritten public offering.

         The  obligation of the Company under this Section 2.2 shall not apply
to Registrable  Securities that at such time are eligible for immediate resale
pursuant to Rule 144(k) under the Securities  Act. 2.3 Form S-3  Registration.
In case the Company  shall be obligated to effect a  registration  pursuant to
the terms  hereunder,  the Company  shall use its best  efforts to effect such
registration  on  Form  S-3,  or any  successor  SEC  short-form  registration
statement with respect to the Registrable Securities, if Form S-3 is available
for  such  offering  by  the  Securities   Holders  under  applicable  federal
securities  laws.  2.4  Registration  Procedures.  To the extent  required  by
Section 2.1, Section 2.2 and Section 2.3 the Company will:

              (a) prepare and file with the SEC a registration  statement with
respect  to  such  securities,   and  use  its  best  efforts  to  cause  such
registration statement to become and remain effective;

              (b)  prepare  and  file  with the SEC  such  amendments  to such
registration  statement and supplements to the prospectus contained therein as
may be necessary to keep such registration statement effective;

              (c)  furnish to the  Securities  Holders  participating  in such
registration  and to the  underwriters of the securities being registered such
reasonable  number  of  copies  of  the  registration  statement,  preliminary
prospectus, final prospectus and such other documents as such underwriters may
reasonably  request  in  order  to  facilitate  the  public  offering  of such
securities;

              (d) use its best  efforts to register or qualify the  securities
covered by such registration statement under such state securities or blue sky
laws of such jurisdictions as the Securities Holders may reasonably request in
writing  within 20 days  following  the original  filing of such  registration
statement,  except that the  Company  shall not for any purpose be required to
execute a general  consent to service of process or to qualify to do  business
as a foreign corporation in any jurisdiction wherein it is not so qualified;

              (e)  notify  the  Securities  Holders,  promptly  after it shall
receive  notice  thereof,  of the time when such  registration  statement  has
become  effective or a  supplement  to any  prospectus  forming a part of such
registration statement has been filed;

              (f) notify the Securities Holders promptly of any request by the
SEC for the  amending  or  supplementing  of such  registration  statement  or
prospectus or for additional information;

              (g) prepare and file with the SEC,  promptly upon the request of
any Securities  Holders,  any  amendments or supplements to such  registration
statement or prospectus  which,  in the opinion of counsel for such Securities
Holders (and  concurred in by counsel for the 


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                                      4




Company),  is required under the  Securities Act or the rules and  regulations
thereunder  in  connection  with  the  distribution  of  Common  Stock by such
Securities Holders;

              (h) prepare and promptly  file with the SEC and promptly  notify
such Securities  Holders of the filing of such amendment or supplement to such
registration  statement  or  prospectus  as may be  necessary  to correct  any
statements  or omissions  if, at the time when a  prospectus  relating to such
securities  is required to be delivered  under the  Securities  Act, any event
shall have  occurred as the result of which any such  prospectus  or any other
prospectus as then in effect would  include an untrue  statement of a material
fact or omit to state  any  material  fact  necessary  to make the  statements
therein,  in the  light of the  circumstances  in which  they were  made,  not
misleading; and

              (i)  advise  the  Securities  Holders,  promptly  after it shall
receive notice or obtain knowledge thereof,  of the issuance of any stop order
by the SEC suspending the effectiveness of such registration  statement or the
initiation or  threatening of any proceeding for that purpose and promptly use
its best  efforts to prevent  the  issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.

              (j) The Securities  Holders shall  cooperate with the Company in
providing  the  information  necessary  to effect  the  registration  of their
Registrable Shares, including completion of customary questionnaires.



         2.5 Expenses.
             ---------

              (a)  With  respect  to the  registration  required  pursuant  to
Sections 2.1 and 2.2 hereof, all fees, costs and expenses of and incidental to
such  registration,  inclusion and public  offering (as specified in paragraph
(b) below) in connection therewith shall be borne by the Company.

              (b) The fees,  costs and expenses of registration to be borne by
the  Company  as  provided  in  paragraph  (a) above  shall  include,  without
limitation,  all registration,  filing, and NASD fees, printing expenses, fees
and  disbursements  of counsel and accountants for the Company,  and all legal
fees and  disbursements  and other expenses of complying with state securities
or blue sky laws of any  jurisdictions  in which the  securities to be offered
are to be registered and qualified.  The Company shall be responsible for fees
and  disbursements  of counsel and accountants for the Securities  Holders and
any other expenses incurred by the Securities  Holders not expressly  included
above up to $5,000.

         2.6 Indemnification.
             ----------------

(a) The Company will indemnify and
hold harmless  each  Securities  Holder of  Registrable  Securities  which are
included in a registration statement pursuant to the provisions of Section 2.1
or Section 2.2 hereof,  its directors and officers,  and any  underwriter  (as
defined in the Securities Act) for such Securities Holders and each person, if
any, who  controls  such  Securities  Holders or such  underwriter  within the
meaning of the  Securities  Act,  from and against,  and will  reimburse  such
Securities  Holders  and each such  underwriter  and  controlling  person with
respect  to, any and all loss,  damage,  liability,  cost and expense to which
such  Securities  Holders or any such  underwriter or  controlling  person may
become subject under the


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                                      5




Securities  Act or otherwise,  insofar as such losses,  damages,  liabilities,
costs or  expenses  are  caused by any  untrue  statement  or  alleged  untrue
statement of any material fact contained in such registration  statement,  any
prospectus  contained therein or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged  omission to state  therein a
material  fact  required  to be  stated  therein  or  necessary  to  make  the
statements therein, in light of the circumstances in which they were made, not
misleading; provided, however, that the Company will not be liable in any such
case to the extent  that any such loss,  damage,  liability,  cost or expenses
arises out of or is based upon an untrue statement or alleged untrue statement
or  omission  or  alleged  omission  so made in  conformity  with  information
furnished by or on behalf of such Securities Holders, such underwriter or such
controlling person in writing specifically for use in the preparation thereof.

              (b) Each Securities Holders of Registrable  Securities  included
in a  registration  pursuant to the  provisions  of Section 2.1 or Section 2.2
hereof will  indemnify  and hold  harmless  the  Company,  its  directors  and
officers,  any controlling  person and any underwriter  from and against,  and
will reimburse the Company, its directors and officers, any controlling person
and any underwriter with respect to, any and all loss, damage, liability, cost
or  expense  to  which  the  Company  or any  controlling  person  and/or  any
underwriter may become subject under the Securities Act or otherwise,  insofar
as such  losses,  damages,  liabilities,  costs or expenses  are caused by any
untrue statement or alleged untrue statement of any material fact contained in
such registration statement, any prospectus contained therein or any amendment
or  supplement  thereto,  or arise out of or are based  upon the  omission  or
alleged  omission  to state  therein a  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements  therein,  in  light  of the
circumstances  in which they were made,  not  misleading,  in each case to the
extent,  but only to the extent,  that such untrue statement or alleged untrue
statement  or  omission or alleged  omission  was so made in  conformity  with
written  information  furnished  by or on  behalf of such  Securities  Holders
specifically for use in the preparation  thereof;  provided however,  that the
total  amounts  payable in  indemnity  by the  Securities  Holders  under this
Section  2.6 shall not  exceed the net  proceeds  received  by the  Securities
Holders  in the  registered  offering  out of  which  such all  loss,  damage,
liability, cost and expense arises.

              (c) Promptly after receipt by an  indemnified  party pursuant to
the  provisions  of paragraph  (a) or (b) of this Section 2.6 of notice of the
commencement  of any action  involving  the  subject  matter of the  foregoing
indemnity  provisions such indemnified party will, if a claim thereof is to be
made  against  the  indemnifying  party  pursuant  to the  provisions  of said
paragraph  (a)  or  (b),  promptly  notify  the  indemnifying   party  of  the
commencement  thereof;  but the omission to so notify the  indemnifying  party
will not relieve it from any  liability  which it may have to any  indemnified
party hereunder,  except to the extent that the indemnifying party is actually
prejudiced  thereby.  In case such action is brought  against any  indemnified
party and it notifies the indemnifying party of the commencement  thereof, the
indemnifying  party shall have the right to participate in, and, to the extent
that  it may  wish,  jointly  with  any  other  indemnifying  party  similarly
notified,  to assume the defense  thereof,  with counsel  satisfactory to such
indemnified party,  provided,  however,  if counsel for the indemnifying party
concludes  that a single  counsel  cannot under  applicable  legal and ethical
considerations,  represent  both the  indemnifying  party and the  indemnified
party,  the  indemnified  party or parties  have the right to select  separate
counsel  to  participate  in the  defense  of such  action  on  behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its


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                                      6




election so to assume the defense thereof,  the indemnifying party will not be
liable to such indemnified  party pursuant to the provisions of said paragraph
(a) or (b) for any  legal  or  other  expense  subsequently  incurred  by such
indemnified party in connection with the defense thereof other than reasonable
costs of  investigation,  unless (i) the indemnified party shall have employed
counsel in accordance with the provisions of the preceding sentence,  (ii) the
indemnifying party shall not have employed counsel reasonably  satisfactory to
the indemnified  party to represent the indemnified  party within a reasonable
time  after  the  notice  of the  commencement  of the  action  or  (iii)  the
indemnifying  party has, in its sole discretion,  authorized the employment of
counsel for the indemnified  party at the expense of the  indemnifying  party.

              Section 3.  Miscellaneous.
                          --------------


              3.1  GOVERNING LAW.
                   --------------

              (a) ALL QUESTIONS  CONCERNING THE  CONSTRUCTION,  INTERPRETATION
AND  VALIDITY  OF  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE  DOMESTIC  LAWS OF THE STATE OF NEW YORK  WITHOUT  GIVING
EFFECT TO ANY CHOICE OR  CONFLICT  OF LAW  PROVISION  OR RULE  (WHETHER IN THE
STATE OF NEW YORK OR ANY OTHER  JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

              (b) THE PARTIES TO THIS AGREEMENT  AGREE THAT  JURISDICTION  AND
VENUE IN ANY ACTION BROUGHT BY ANY PARTY HERETO PURSUANT TO THIS AGREEMENT MAY
BE BROUGHT IN ANY FEDERAL OR STATE COURT  LOCATED IN THE STATE OF NEW YORK. BY
EXECUTION  AND  DELIVERY OF THIS  AGREEMENT,  THE PARTIES  HERETO  IRREVOCABLY
SUBMIT TO THE  JURISDICTION  OF SUCH COURTS FOR  THEMSELVES  AND IN RESPECT OF
THEIR  PROPERTY WITH RESPECT TO SUCH ACTION.  THE PARTIES  HERETO  IRREVOCABLY
AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION
THAT SUCH COURT IS AN IMPROPER OR  INCONVENIENT  FORUM FOR THE  RESOLUTION  OF
SUCH ACTION.

              (c)  THE  COMPANY  HEREBY  AGREES  THAT  SERVICE  UPON  THEM  BY
REGISTERED  OR CERTIFIED  MAIL (RETURN  RECEIPT  REQUESTED)  SHALL  CONSTITUTE
SUFFICIENT  NOTICE.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
ANY OTHER  MANNER  PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE LENDERS TO
BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.

              (d)  BECAUSE   DISPUTES   ARISING  IN  CONNECTION  WITH  COMPLEX
FINANCIAL  TRANSACTIONS  ARE MOST  QUICKLY  AND  ECONOMICALLY  RESOLVED  BY AN
EXPERIENCED  AND  EXPERT  PERSON AND THE  PARTIES  WISH  APPLICABLE  STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR  DISPUTES  BE  RESOLVED  BY  A  JUDGE  APPLYING  SUCH  APPLICABLE  LAWS.
THEREFORE,  TO ACHIEVE THE BEST  COMBINATION  OF THE  BENEFITS OF THE JUDICIAL
SYSTEM


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                                      7




AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES
UNDER THIS AGREEMENT, THE NOTE DOCUMENTS OR ANY DOCUMENTS RELATED THERETO.

              3.2  Successor and Assigns.
                   ----------------------

                   Except as otherwise  provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the  successors,  assigns,
heirs,  executors and  administrators  of the parties hereto,  except that the
Company  shall not assign  its rights or  obligations  hereunder  without  the
consent of the  Securities  Holders of a majority in interest of the aggregate
of the then  outstanding  Registrable  Securities,  except  in the  event of a
merger or a sale of all or substantially all of the Company's assts.

              3.3  Effectiveness.
                   --------------

                  This  Agreement  shall be effective  upon the date first set
forth above.

              3.4  Adjustments for Stock Splits, Etc.
                   ----------------------------------

                  Wherever  in  this  Agreement  there  is  a  reference  to a
specific number of Conversion Shares or Registrable  Securities of the Company
of any  class  or  series,  then,  upon  the  occurrence  of any  subdivision,
combination or stock  dividend of such class or series of stock,  the specific
number  of shares so  referenced  in this  Agreement  shall  automatically  be
proportionally  adjusted  to reflect the effect on the  outstanding  shares of
such  class  or  series  of stock by such  subdivision,  combination  or stock
dividend. 3.5 Remedies.

                  In the event of a breach by the  Company or by a  Securities
Holder,  of any of their  obligations  under this  Agreement,  the  Securities
Holder or the  Company,  as the case may be, in addition to being  entitled to
exercise  all  rights  granted  by law and  under  this  Agreement,  including
recovery of damages,  will be entitled to specific  performance  of its rights
under  this  Agreement.  The  Company  and the  Securities  Holder  agree that
monetary  damages,  including the Liquidated  Damages  provided in Section 2.1
herein,  would not  provide  adequate  and full  compensation  for any  losses
incurred  by  reason  of a  breach  by it of  any of the  provisions  of  this
Agreement  and  hereby  further  agrees  that,  in the event of any action for
specific  performance  in respect of such  breach,  it shall waive the defense
that a remedy at law would be adequate.

              3.6  Entire Agreement; Amendment.
                   ----------------------------

                  (a)  This   Agreement   constitutes   the  full  and  entire
understanding  and  agreement  between the parties  with regard to the subject
hereof.

(b) Except as expressly
provided  herein,  neither this  Agreement nor any term hereof may be amended,
waived,  discharged or terminated other than by a written instrument signed by
the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought;  provided,  however,  that any provisions hereof may be
amended,  waived,


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                                      8




discharged  or  terminated  upon the  written  consent of the  Company and the
Securities  Holders of a majority  in interest  of the  aggregate  of the then
outstanding Registrable  Securities;  and provided,  further,  notwithstanding
anything to the contrary in this  Agreement that any such  amendment,  waiver,
discharge or  termination  that would  adversely  affect the  material  rights
hereunder of any Securities Holder, in its capacity as such, without similarly
affecting  the rights  hereunder of all of the  Securities  Holders may not be
made without the prior written consent of such adversely  affected  Securities
Holder.

              3.7  Notices, Etc.
                   -------------

                   All  notices,  demands  and  requests  of  any  kind  to be
delivered to any party hereto in connection  with this Agreement  shall be (a)
delivered personally, (b) sent by nationally-recognized overnight courier, (c)
sent by first class, registered or certified mail, return receipt requested or
(d) sent by facsimile, in each case to such party at its address as follows:

                       (i)    if to the Company, to:                     
                                                                         
                              Frontline Communications Corporation       
                              One Blue Hill Plaza                        
                                                                         
                              P.O. Box 1548 Pearl River,  New York 10965 
                              Attention: Stephen Cole-Hatchard Telephone 
                              No.:    845-623-8553    Telecopier    No.: 
                              845-623-8669                               
                                                                         
                              if to the Lender, to:                      
                                                                         
                              IIG Equity Opportunities Fund Ltd.         
                              1500 Broadway, 17th Floor                  
                              New York, New York 10036                   
                              Attention:  George Sandhu                  
                              Telephone:  212-806-5100                   
                              Telecopier:  212-806-5199                  
                       
                   Any notice, demand or request so delivered shall constitute
valid notice under this  Agreement  and shall be deemed to have been  received
(A) on the day of actual delivery in the case of personal delivery, (B) on the
next  Business  Day  after  the  date  when  sent in the case of  delivery  by
nationally-recognized  overnight courier,  (C) on the fifth Business Day after
the date of  deposit  in the  U.S.  mail in the  case of  mailing  or (D) upon
receipt in the case of a  facsimile  transmission.  Any party  hereto may from
time to time by notice in writing served upon the other as aforesaid designate
a different  mailing address or a different  person to which all such notices,
demands or requests thereafter are to be addressed.

              3.8  Delays or Omissions.
                   --------------------

                   Except as expressly  provided herein,  no delay or omission
to exercise any right,  power or remedy  accruing to any party upon any breach
or default of another party under this Agreement  shall impair any such right,
power or remedy of such party that is not in breach or default nor shall it be
construed  to be a waiver of any such  breach or


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                                      9




default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring;  nor shall any waiver of any single breach or default be
deemed a waiver  of any other  breach or  default  theretofore  or  thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party of any breach or default  under this  Agreement,  or any
waiver  on the  part of any  party of any  provisions  or  conditions  of this
Agreement,  must be in  writing  and  shall be  effective  only to the  extent
specifically  set forth in such  writing.  All  remedies,  either  under  this
Agreement or by law or otherwise  afforded to any party,  shall be  cumulative
and not alternative.

              3.9  Severability.
                   -------------

                  In the event that any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal,  unenforceable
or void,  this Agreement  shall continue in full force and effect without said
provision;  provided  that no  such  severability  shall  be  effective  if it
materially changes the economic benefit of this Agreement to any party.

             3.10  Titles and Subtitles.
                   ---------------------

                  The titles and subtitles used in this Agreement are used for
convenience  only and are not  considered in construing or  interpreting  this
Agreement.

             3.11  Gender.
                   -------

                  As  used  herein,   masculine  pronouns  shall  include  the
feminine and neuter,  and neuter  pronouns shall include the masculine and the
feminine. 3.12 Counterparts.

                  This   Agreement   may  be   executed   in  any   number  of
counterparts,  each of which shall be enforceable against the parties actually
executing such  counterparts,  and all of which together shall  constitute one
instrument.



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                                      10




                  IN  WITNESS  WHEREOF,  the  undersigned  or  each  of  their
respective  duly  authorized  officers or  representatives  have executed this
agreement effective upon the date first set forth above.

                                             PROVO INTERNATIONAL, INC.

                                             By: /s/ Stephen J. Cole-Hatchard
                                                 ------------------------------
                                                 Stephen J. Cole-Hatchard
                                                 Chief Executive Officer

                                             IIG EQUITY OPPORTUNITIES FUND LTD.

                                             By: /s/ George Sandhu
                                                 
                                             Name: George Sandhu

                                             Title:



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                                      11












                         REGISTRATION RIGHTS AGREEMENT

                                    BETWEEN

                        PROVO INTERNATIONAL, INC. F/K/A

                     FRONTLINE COMMUNICATIONS CORPORATION

                                      AND

                      IIG EQUITY OPPORTUNITIES FUND LTD.

                               JANUARY ___, 2004

















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                               TABLE OF CONTENTS
                               -----------------




                                                                            PAGE
                                                                            ----
                                                                      
Section 1.    Certain Definitions............................................1


Section 2.    Registration Rights............................................2

         2.1  Automatic Registration.........................................2
         2.2  "Piggyback" Registration Rights................................3
         2.3  Form S-3 Registration..........................................4
         2.4  Registration Procedures........................................4
         2.5  Expenses.......................................................5
         2.6  Indemnification................................................5

Section 3.    Miscellaneous..................................................7

         3.1  GOVERNING LAW..................................................7
         3.2  Successor and Assigns..........................................8
         3.3  Effectiveness..................................................8
         3.4  Adjustments for Stock Splits, Etc..............................8
         3.5  Remedies.......................................................8
         3.6  Entire Agreement; Amendment....................................8
         3.7  Notices, Etc...................................................9
         3.8  Delays or Omissions............................................9
         3.9  Severability..................................................10
         3.10 Titles and Subtitles..........................................10
         3.11 Gender........................................................10
         3.12 Counterparts..................................................10









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                                      i







Exhibit 21.1

Subsidiaries of Frontline Communications Corporation
----------------------------------------------------

                      Name                                       Jurisdiction
                      ----                                       ------------


WOW Factor, Inc.                                                  New Jersey

CLEC Communications Corporation.                                  Delaware

FNT Communications Corporation                                    New York


Proyecciones y Ventas Organizadas S.A. de C.V                     Mexico








                                                                  EXHIBIT 23.1

INDEPENDENT AUDITOR'S CONSENT


To the Board of Directors
Provo International, Inc. (formerly Frontline Communications Corporation)


We  hereby  consent  to the  incorporation  by  reference  in  the  Prospectus
constituting  part of the Registration  Statement of Frontline  Communications
Corporation on this Form S-3 of our report dated February 20, 2003, except for
Note 10, as to which the date is April 3, 2003, on the consolidated  financial
statements of Frontline Communications Corporation as of December 31, 2002 and
for each of the two years in the  period  then ended  appearing  in the annual
report on Form 10-KSB of  Frontline  Communications  Corporation  for the year
ended  December 31, 2002.  We also consent to the  reference of our firm under
the caption "Experts" contained in such Registration Statement.

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

February 17, 2004









Exhibit 23.2



The Board of Directors
Provo International, Inc.

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of this  Registration  Statement of our report dated May 30,
2003, except for note 11, which is dated June 2, 2003, relating to the financial
statements of Proyecciones y Ventas Organizadas, S. A. de C. V. appearing in the
Current  Report on Form 8-K/A filed by Frontline  Communications  Corporation on
June 18, 2003.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.


/s/ Hernandez Marron y Cia., S.C.
Mexico City, Mexico

February 17, 2004