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.

<PAGE>

         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
<PAGE>


         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
<PAGE>

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
<PAGE>

         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
<PAGE>


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
<PAGE>


                  (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
<PAGE>


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
<PAGE>


         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
<PAGE>


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
<PAGE>


                              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
<PAGE>


                               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