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)

<PAGE>


         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)

<PAGE>


                 (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)

<PAGE>


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)

<PAGE>


         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)

<PAGE>


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)

<PAGE>


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)

<PAGE>


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:

<TABLE>
<CAPTION>
<S>                                    <C>
         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
</TABLE>


                                     -8-

(Security Agreement)

<PAGE>


<TABLE>
<CAPTION>
<S>                                    <C>
         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
</TABLE>

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)

<PAGE>









































                                     -10-

(Security Agreement)

<PAGE>


         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)

<PAGE>



         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)

<PAGE>

                       SCHEDULE A TO SECURITY AGREEMENT
                       --------------------------------

<TABLE>
<CAPTION>
+---------------------------------------------------+--------------------------+
|LENDER                                             | PRINCIPAL AMOUNT OF      |
|                                                   | NOTE                     |
+---------------------------------------------------+--------------------------+
<S>                                                  <C>
|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            |
+---------------------------------------------------+--------------------------+
</TABLE>


                                     -13-

(Security Agreement)