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.


<PAGE>


        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


<PAGE>


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


<PAGE>


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


<PAGE>


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).


<PAGE>


                  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


<PAGE>


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.


<PAGE>


         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


<PAGE>


                                   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)


<PAGE>


                                      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.

<TABLE>
<CAPTION>
+----------------------------------------+--------------------------------------+--------------------------------------+
|Transferees                             |Percentage Transferred                |Number Transferred                    |
+----------------------------------------+--------------------------------------+--------------------------------------+
 <S>                                      <C>                                    <C>
|                                        |                                      |                                      |
|                                        |                                      |                                      |
+----------------------------------------+--------------------------------------+--------------------------------------+
|                                        |                                      |                                      |
|                                        |                                      |                                      |
+----------------------------------------+--------------------------------------+--------------------------------------+
|                                        |                                      |                                      |
|                                        |                                      |                                      |
+----------------------------------------+--------------------------------------+--------------------------------------+


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)

</TABLE>



                                      10