EXHIBIT 10.50

         THIS  REGISTRATION  RIGHTS  AGREEMENT  dated as of January 27,  2004,
between PROVO INTERNATIONAL,  INC. f/k/a FRONTLINE COMMUNICATIONS CORPORATION,
a Delaware  corporation (the  "Company"),  and IIG EQUITY  OPPORTUNITIES  FUND
LTD., a Bermuda company (the "Lender").

                                   Recitals

                  WHEREAS,  pursuant to the Term Loan and  Security  Agreement
dated as of April 3, 2003 (as amended,  modified,  restated  and  supplemented
from time to time,  the "Loan  Agreement")  among the Company,  Proyecciones Y
Ventas Organizadas,  S.A. de C.V., a Mexico corporation ("Provo" together with
the Company, each a "Borrower" and collectively, "Borrowers"), and the Lender,
the  Borrowers and the Lender have agreed that the Payoff Amount shall be paid
in full on the Payoff  Date as  follows:  (a)  $226,453.64  in cash (the "Cash
Amount") and (b) $125,000  shall be  converted  into 500,000  shares of Common
Stock of Frontline (the "Conversion Shares") at a conversion price of $.25 per
share; and

                  WHEREAS,  the Company wishes to grant registration rights to
the Lender for the Conversion Shares as more fully set forth herein.

                  NOW, THEREFORE,  in consideration of the mutual promises and
covenants hereinafter set forth, the parties hereby agree as follows:  Section
1. Certain Definitions.

                  Capitalized  terms used in this  Agreement  and not  defined
herein shall have the meanings ascribed to them in the Loan Agreement. As used
in this  Agreement,  the following  terms shall have the following  respective
meanings:

                  "Commission"   shall  mean  the   Securities   and  Exchange
Commission  or  any  other  federal  agency  at  the  time  administering  the
Securities Act.

                  "Common  Stock"  shall mean the common stock of the Company,
par value $.01 per share, and any other securities issued in respect of Common
Stock  upon  any  stock  split,  stock  dividend,  recapitalization,   merger,
consolidation, share exchange or similar event.

                  "NASD" means the National Association of Securities Dealers,
Inc.

                  "Payoff  Amount" has the  meaning  given to such term in the
Loan Agreement.

                  "Payoff Date" has the meaning given to such term in the Loan
Agreement.

                  "Person"  means any  individual,  any  foreign  or  domestic
corporation,  general  partnership,  limited  partnership,  limited  liability
company,  firm, joint venture,  association,


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individual   retirement   account,   joint  stock  company,   trust,   estate,
unincorporated organization, governmental or regulatory body or other entity.

                  "Registrable  Securities"  shall  mean  (a)  the  Conversion
Shares,  and (b) any  shares  of  Common  Stock of the  Company  issued as (or
issuable upon  conversion or exercise of any warrant,  right or other security
which is as issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, such above-described securities,  provided,
however,  that securities  shall be treated as Registrable  Securities only if
and only for so long as they are held by a  Securities  Holder or a  permitted
transferee  pursuant to the terms hereof,  and (i) they have not been disposed
of pursuant to a registration  statement declared effective by the Commission,
(ii) they have not been sold in a transaction exempt from the registration and
prospectus  delivery  requirements of the Securities Act, so that all transfer
restrictions and restrictive legends with respect thereto are removed upon the
consummation of such sale, or (iii) the  registration  rights as to the Holder
of such Registrable Securities have not expired.

                  The terms "register,"  "registered" and "registration" refer
to a registration effected by preparing and filing a registration statement in
compliance  with the  Securities  Act, and the  declaration or ordering of the
effectiveness of such registration statement.

                  "Securities"  means  "securities" as defined in Section 2(1)
of the Securities Act and includes  capital stock or other equity interests or
any options,  warrants or other  securities  that are  directly or  indirectly
convertible  into, or exercisable or exchangeable  for, capital stock or other
equity interests.

                  "Securities  Act" shall mean the  Securities Act of 1933, as
amended, or any successor federal statute and the rules and regulations of the
Commission  thereunder,  and  the  rules  and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

                  "Securities  Holder"  shall  mean the  Lender and any Person
holding  Registrable  Securities to whom the rights under this  Agreement have
been transferred. Section 2. Registration Rights.

         2.1  Automatic  Registration.  The  Company  hereby  agrees  with the
Securities  Holders that no later than thirty (30) calendar days following the
date hereof, the Company shall prepare and file a registration statement under
the Securities Act with the SEC covering the Registrable  Securities,  and the
Company  will use its  best  efforts  to cause  such  registration  to  become
effective as promptly as practicable  and within ninety (90) days  thereafter.
If (i) a registration  statement covering applicable Registrable Securities is
not filed on or before thirty (30) calendar days following the date hereof, or
(ii) a registration  statement covering applicable  Registrable  Securities is
not  declared  effective  by the SEC on or before  the date  ninety  (90) days
thereafter  (any such failure or breach  being  referred to as an "Event," and
the date on which such Event  occurs  being  referred to as an "Event  Date"),
then, in any such case, as partial relief for the damages  suffered  therefrom
by the  Securities  Holders  (which remedy shall not be exclusive of any other
remedies available at law or in equity),  the Company shall, on the Event Date
and on the  first  day of each  month  following  the  Event  Date  until  the
triggering Event is cured, pay to each Securities  Holder an aggregate amount,
in cash, as liquidated damages and not as a penalty,


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equal to an amount equal to two percent (2%) (the "Applicable  Percentage") of
$185,000,  which  is the  aggregate  fair  market  value  of  the  Registrable
Securities  on the date hereof  (the  "Share  Market  Value")  (calculated  as
$3,700) (the "Liquidated  Damages").  The Liquidated  Damages shall be payable
for each  month,  or  prorated  for each  portion  thereof,  that an Event has
occurred and is continuing.  In addition,  for each month, or portion thereof,
after  the  first  month  that  Liquidated  Damages  are  required  to be paid
hereunder,  the  Applicable  Percentage  shall be increased by one  percentage
point (for  example,  Liquidated  Damages  shall equal 2% of the Share  Market
Value for the first  month  following  an Event Date,  3% of the Share  Market
Value for the next  month,  and so on until the  Event  has been  cured).  The
payments  to which a  Securities  Holder  shall be  entitled  pursuant to this
Section are referred to herein as "Registration Delay Payments."  Registration
Delay Payments shall be calculated on a cumulative basis. If the Company fails
to make  Registration  Delay  Payments in a timely manner,  such  Registration
Delay  Payments  shall  bear  interest  at the rate of 2.0% per  month (or the
maximum rate permitted by law),  pro-rated for partial  months,  until paid in
full.

         The obligation of the Company under this Section 2.1 shall be limited
to  one  registration  statement  and  shall  not  apply  to  any  Registrable
Securities  that at such time are eligible for  immediate  resale  pursuant to
Rule 144(k) under the Securities Act.

         2.2  "Piggyback"  Registration  Rights.  At any time  commencing  six
months after the date hereof,  if the Company shall  determine to proceed with
the  actual  preparation  and  filing of a  registration  statement  under the
Securities  Act in connection  with the proposed  offer and sale of any of its
securities  by it or any of its security  holders  (other than a  registration
statement on Form S-4, S-8 or other limited  purpose  form),  the Company will
give written notice of its determination to all Securities  Holders of record.
Upon the written  request from any such holders  (the  "Requesting  Holders"),
within 15 days after receipt of any such notice from the Company,  the Company
will, except as herein provided,  cause all such Registrable  Securities to be
included in such registration statement, all to the extent requisite to permit
the sale or other  disposition  by the  prospective  seller or  sellers of the
Registrable  Securities to be so registered;  provided,  further, that nothing
herein shall prevent the Company from, at any time, abandoning or delaying any
registration.  If any  registration  pursuant  to this  Section  2.2  shall be
underwritten in whole or in part, the Company may require that the Registrable
Securities requested for inclusion pursuant to this Section 2.2 be included in
the underwriting on the same terms and conditions as the securities  otherwise
being sold through the  underwriters.  In such event,  the Requesting  Holders
shall, if requested by the  underwriters,  execute an  underwriting  agreement
containing  customary  representations and warranties by selling  stockholders
and a lock-up on shares not being sold.  If in the good faith  judgment of the
managing  underwriter  of such public  offering  the  inclusion  of all of the
Registrable  Securities  originally covered by a request for registration (the
"Requested  Stock")  would  reduce  the  number of shares to be offered by the
Company or interfere with the  successful  marketing of the shares of stock or
other  securities  offered by the  Company,  the number of shares of Requested
Stock  otherwise  to be included in the  underwritten  public  offering may be
reduced pro rata (by number of shares)  among the holders  thereof  requesting
such  registration  or  excluded  in  their  entirety  if so  required  by the
underwriter.  To the extent only a portion of the Requested  Stock is included
in the underwritten public offering, those shares of Requested Stock which are
thus excluded from the underwritten public offering shall be withheld from the
market by the holders thereof for a period,  not to


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exceed 90 days,  which  the  managing  underwriter  reasonably  determines  is
necessary in order to effect the underwritten public offering.

         The  obligation of the Company under this Section 2.2 shall not apply
to Registrable  Securities that at such time are eligible for immediate resale
pursuant to Rule 144(k) under the Securities  Act. 2.3 Form S-3  Registration.
In case the Company  shall be obligated to effect a  registration  pursuant to
the terms  hereunder,  the Company  shall use its best  efforts to effect such
registration  on  Form  S-3,  or any  successor  SEC  short-form  registration
statement with respect to the Registrable Securities, if Form S-3 is available
for  such  offering  by  the  Securities   Holders  under  applicable  federal
securities  laws.  2.4  Registration  Procedures.  To the extent  required  by
Section 2.1, Section 2.2 and Section 2.3 the Company will:

              (a) prepare and file with the SEC a registration  statement with
respect  to  such  securities,   and  use  its  best  efforts  to  cause  such
registration statement to become and remain effective;

              (b)  prepare  and  file  with the SEC  such  amendments  to such
registration  statement and supplements to the prospectus contained therein as
may be necessary to keep such registration statement effective;

              (c)  furnish to the  Securities  Holders  participating  in such
registration  and to the  underwriters of the securities being registered such
reasonable  number  of  copies  of  the  registration  statement,  preliminary
prospectus, final prospectus and such other documents as such underwriters may
reasonably  request  in  order  to  facilitate  the  public  offering  of such
securities;

              (d) use its best  efforts to register or qualify the  securities
covered by such registration statement under such state securities or blue sky
laws of such jurisdictions as the Securities Holders may reasonably request in
writing  within 20 days  following  the original  filing of such  registration
statement,  except that the  Company  shall not for any purpose be required to
execute a general  consent to service of process or to qualify to do  business
as a foreign corporation in any jurisdiction wherein it is not so qualified;

              (e)  notify  the  Securities  Holders,  promptly  after it shall
receive  notice  thereof,  of the time when such  registration  statement  has
become  effective or a  supplement  to any  prospectus  forming a part of such
registration statement has been filed;

              (f) notify the Securities Holders promptly of any request by the
SEC for the  amending  or  supplementing  of such  registration  statement  or
prospectus or for additional information;

              (g) prepare and file with the SEC,  promptly upon the request of
any Securities  Holders,  any  amendments or supplements to such  registration
statement or prospectus  which,  in the opinion of counsel for such Securities
Holders (and  concurred in by counsel for the


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Company),  is required under the  Securities Act or the rules and  regulations
thereunder  in  connection  with  the  distribution  of  Common  Stock by such
Securities Holders;

              (h) prepare and promptly  file with the SEC and promptly  notify
such Securities  Holders of the filing of such amendment or supplement to such
registration  statement  or  prospectus  as may be  necessary  to correct  any
statements  or omissions  if, at the time when a  prospectus  relating to such
securities  is required to be delivered  under the  Securities  Act, any event
shall have  occurred as the result of which any such  prospectus  or any other
prospectus as then in effect would  include an untrue  statement of a material
fact or omit to state  any  material  fact  necessary  to make the  statements
therein,  in the  light of the  circumstances  in which  they were  made,  not
misleading; and

              (i)  advise  the  Securities  Holders,  promptly  after it shall
receive notice or obtain knowledge thereof,  of the issuance of any stop order
by the SEC suspending the effectiveness of such registration  statement or the
initiation or  threatening of any proceeding for that purpose and promptly use
its best  efforts to prevent  the  issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.

              (j) The Securities  Holders shall  cooperate with the Company in
providing  the  information  necessary  to effect  the  registration  of their
Registrable Shares, including completion of customary questionnaires.



         2.5 Expenses.
             ---------

              (a)  With  respect  to the  registration  required  pursuant  to
Sections 2.1 and 2.2 hereof, all fees, costs and expenses of and incidental to
such  registration,  inclusion and public  offering (as specified in paragraph
(b) below) in connection therewith shall be borne by the Company.

              (b) The fees,  costs and expenses of registration to be borne by
the  Company  as  provided  in  paragraph  (a) above  shall  include,  without
limitation,  all registration,  filing, and NASD fees, printing expenses, fees
and  disbursements  of counsel and accountants for the Company,  and all legal
fees and  disbursements  and other expenses of complying with state securities
or blue sky laws of any  jurisdictions  in which the  securities to be offered
are to be registered and qualified.  The Company shall be responsible for fees
and  disbursements  of counsel and accountants for the Securities  Holders and
any other expenses incurred by the Securities  Holders not expressly  included
above up to $5,000.

         2.6 Indemnification.
             ----------------

(a) The Company will indemnify and
hold harmless  each  Securities  Holder of  Registrable  Securities  which are
included in a registration statement pursuant to the provisions of Section 2.1
or Section 2.2 hereof,  its directors and officers,  and any  underwriter  (as
defined in the Securities Act) for such Securities Holders and each person, if
any, who  controls  such  Securities  Holders or such  underwriter  within the
meaning of the  Securities  Act,  from and against,  and will  reimburse  such
Securities  Holders  and each such  underwriter  and  controlling  person with
respect  to, any and all loss,  damage,  liability,  cost and expense to which
such  Securities  Holders or any such  underwriter or  controlling  person may
become subject under the


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Securities  Act or otherwise,  insofar as such losses,  damages,  liabilities,
costs or  expenses  are  caused by any  untrue  statement  or  alleged  untrue
statement of any material fact contained in such registration  statement,  any
prospectus  contained therein or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged  omission to state  therein a
material  fact  required  to be  stated  therein  or  necessary  to  make  the
statements therein, in light of the circumstances in which they were made, not
misleading; provided, however, that the Company will not be liable in any such
case to the extent  that any such loss,  damage,  liability,  cost or expenses
arises out of or is based upon an untrue statement or alleged untrue statement
or  omission  or  alleged  omission  so made in  conformity  with  information
furnished by or on behalf of such Securities Holders, such underwriter or such
controlling person in writing specifically for use in the preparation thereof.

              (b) Each Securities Holders of Registrable  Securities  included
in a  registration  pursuant to the  provisions  of Section 2.1 or Section 2.2
hereof will  indemnify  and hold  harmless  the  Company,  its  directors  and
officers,  any controlling  person and any underwriter  from and against,  and
will reimburse the Company, its directors and officers, any controlling person
and any underwriter with respect to, any and all loss, damage, liability, cost
or  expense  to  which  the  Company  or any  controlling  person  and/or  any
underwriter may become subject under the Securities Act or otherwise,  insofar
as such  losses,  damages,  liabilities,  costs or expenses  are caused by any
untrue statement or alleged untrue statement of any material fact contained in
such registration statement, any prospectus contained therein or any amendment
or  supplement  thereto,  or arise out of or are based  upon the  omission  or
alleged  omission  to state  therein a  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements  therein,  in  light  of the
circumstances  in which they were made,  not  misleading,  in each case to the
extent,  but only to the extent,  that such untrue statement or alleged untrue
statement  or  omission or alleged  omission  was so made in  conformity  with
written  information  furnished  by or on  behalf of such  Securities  Holders
specifically for use in the preparation  thereof;  provided however,  that the
total  amounts  payable in  indemnity  by the  Securities  Holders  under this
Section  2.6 shall not  exceed the net  proceeds  received  by the  Securities
Holders  in the  registered  offering  out of  which  such all  loss,  damage,
liability, cost and expense arises.

              (c) Promptly after receipt by an  indemnified  party pursuant to
the  provisions  of paragraph  (a) or (b) of this Section 2.6 of notice of the
commencement  of any action  involving  the  subject  matter of the  foregoing
indemnity  provisions such indemnified party will, if a claim thereof is to be
made  against  the  indemnifying  party  pursuant  to the  provisions  of said
paragraph  (a)  or  (b),  promptly  notify  the  indemnifying   party  of  the
commencement  thereof;  but the omission to so notify the  indemnifying  party
will not relieve it from any  liability  which it may have to any  indemnified
party hereunder,  except to the extent that the indemnifying party is actually
prejudiced  thereby.  In case such action is brought  against any  indemnified
party and it notifies the indemnifying party of the commencement  thereof, the
indemnifying  party shall have the right to participate in, and, to the extent
that  it may  wish,  jointly  with  any  other  indemnifying  party  similarly
notified,  to assume the defense  thereof,  with counsel  satisfactory to such
indemnified party,  provided,  however,  if counsel for the indemnifying party
concludes  that a single  counsel  cannot under  applicable  legal and ethical
considerations,  represent  both the  indemnifying  party and the  indemnified
party,  the  indemnified  party or parties  have the right to select  separate
counsel  to  participate  in the  defense  of such  action  on  behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its


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election so to assume the defense thereof,  the indemnifying party will not be
liable to such indemnified  party pursuant to the provisions of said paragraph
(a) or (b) for any  legal  or  other  expense  subsequently  incurred  by such
indemnified party in connection with the defense thereof other than reasonable
costs of  investigation,  unless (i) the indemnified party shall have employed
counsel in accordance with the provisions of the preceding sentence,  (ii) the
indemnifying party shall not have employed counsel reasonably  satisfactory to
the indemnified  party to represent the indemnified  party within a reasonable
time  after  the  notice  of the  commencement  of the  action  or  (iii)  the
indemnifying  party has, in its sole discretion,  authorized the employment of
counsel for the indemnified  party at the expense of the  indemnifying  party.

              Section 3.  Miscellaneous.
                          --------------


              3.1  GOVERNING LAW.
                   --------------

              (a) ALL QUESTIONS  CONCERNING THE  CONSTRUCTION,  INTERPRETATION
AND  VALIDITY  OF  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE  DOMESTIC  LAWS OF THE STATE OF NEW YORK  WITHOUT  GIVING
EFFECT TO ANY CHOICE OR  CONFLICT  OF LAW  PROVISION  OR RULE  (WHETHER IN THE
STATE OF NEW YORK OR ANY OTHER  JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

              (b) THE PARTIES TO THIS AGREEMENT  AGREE THAT  JURISDICTION  AND
VENUE IN ANY ACTION BROUGHT BY ANY PARTY HERETO PURSUANT TO THIS AGREEMENT MAY
BE BROUGHT IN ANY FEDERAL OR STATE COURT  LOCATED IN THE STATE OF NEW YORK. BY
EXECUTION  AND  DELIVERY OF THIS  AGREEMENT,  THE PARTIES  HERETO  IRREVOCABLY
SUBMIT TO THE  JURISDICTION  OF SUCH COURTS FOR  THEMSELVES  AND IN RESPECT OF
THEIR  PROPERTY WITH RESPECT TO SUCH ACTION.  THE PARTIES  HERETO  IRREVOCABLY
AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION
THAT SUCH COURT IS AN IMPROPER OR  INCONVENIENT  FORUM FOR THE  RESOLUTION  OF
SUCH ACTION.

              (c)  THE  COMPANY  HEREBY  AGREES  THAT  SERVICE  UPON  THEM  BY
REGISTERED  OR CERTIFIED  MAIL (RETURN  RECEIPT  REQUESTED)  SHALL  CONSTITUTE
SUFFICIENT  NOTICE.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
ANY OTHER  MANNER  PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE LENDERS TO
BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.

              (d)  BECAUSE   DISPUTES   ARISING  IN  CONNECTION  WITH  COMPLEX
FINANCIAL  TRANSACTIONS  ARE MOST  QUICKLY  AND  ECONOMICALLY  RESOLVED  BY AN
EXPERIENCED  AND  EXPERT  PERSON AND THE  PARTIES  WISH  APPLICABLE  STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR  DISPUTES  BE  RESOLVED  BY  A  JUDGE  APPLYING  SUCH  APPLICABLE  LAWS.
THEREFORE,  TO ACHIEVE THE BEST  COMBINATION  OF THE  BENEFITS OF THE JUDICIAL
SYSTEM


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AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES
UNDER THIS AGREEMENT, THE NOTE DOCUMENTS OR ANY DOCUMENTS RELATED THERETO.

              3.2  Successor and Assigns.
                   ----------------------

                   Except as otherwise  provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the  successors,  assigns,
heirs,  executors and  administrators  of the parties hereto,  except that the
Company  shall not assign  its rights or  obligations  hereunder  without  the
consent of the  Securities  Holders of a majority in interest of the aggregate
of the then  outstanding  Registrable  Securities,  except  in the  event of a
merger or a sale of all or substantially all of the Company's assts.

              3.3  Effectiveness.
                   --------------

                  This  Agreement  shall be effective  upon the date first set
forth above.

              3.4  Adjustments for Stock Splits, Etc.
                   ----------------------------------

                  Wherever  in  this  Agreement  there  is  a  reference  to a
specific number of Conversion Shares or Registrable  Securities of the Company
of any  class  or  series,  then,  upon  the  occurrence  of any  subdivision,
combination or stock  dividend of such class or series of stock,  the specific
number  of shares so  referenced  in this  Agreement  shall  automatically  be
proportionally  adjusted  to reflect the effect on the  outstanding  shares of
such  class  or  series  of stock by such  subdivision,  combination  or stock
dividend. 3.5 Remedies.

                  In the event of a breach by the  Company or by a  Securities
Holder,  of any of their  obligations  under this  Agreement,  the  Securities
Holder or the  Company,  as the case may be, in addition to being  entitled to
exercise  all  rights  granted  by law and  under  this  Agreement,  including
recovery of damages,  will be entitled to specific  performance  of its rights
under  this  Agreement.  The  Company  and the  Securities  Holder  agree that
monetary  damages,  including the Liquidated  Damages  provided in Section 2.1
herein,  would not  provide  adequate  and full  compensation  for any  losses
incurred  by  reason  of a  breach  by it of  any of the  provisions  of  this
Agreement  and  hereby  further  agrees  that,  in the event of any action for
specific  performance  in respect of such  breach,  it shall waive the defense
that a remedy at law would be adequate.

              3.6  Entire Agreement; Amendment.
                   ----------------------------

                  (a)  This   Agreement   constitutes   the  full  and  entire
understanding  and  agreement  between the parties  with regard to the subject
hereof.

(b) Except as expressly
provided  herein,  neither this  Agreement nor any term hereof may be amended,
waived,  discharged or terminated other than by a written instrument signed by
the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought;  provided,  however,  that any provisions hereof may be
amended,  waived,


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discharged  or  terminated  upon the  written  consent of the  Company and the
Securities  Holders of a majority  in interest  of the  aggregate  of the then
outstanding Registrable  Securities;  and provided,  further,  notwithstanding
anything to the contrary in this  Agreement that any such  amendment,  waiver,
discharge or  termination  that would  adversely  affect the  material  rights
hereunder of any Securities Holder, in its capacity as such, without similarly
affecting  the rights  hereunder of all of the  Securities  Holders may not be
made without the prior written consent of such adversely  affected  Securities
Holder.

              3.7  Notices, Etc.
                   -------------

                   All  notices,  demands  and  requests  of  any  kind  to be
delivered to any party hereto in connection  with this Agreement  shall be (a)
delivered personally, (b) sent by nationally-recognized overnight courier, (c)
sent by first class, registered or certified mail, return receipt requested or
(d) sent by facsimile, in each case to such party at its address as follows:

                       (i)    if to the Company, to:

                              Frontline Communications Corporation
                              One Blue Hill Plaza

                              P.O. Box 1548 Pearl River,  New York 10965
                              Attention: Stephen Cole-Hatchard Telephone
                              No.:    845-623-8553    Telecopier    No.:
                              845-623-8669

                              if to the Lender, to:

                              IIG Equity Opportunities Fund Ltd.
                              1500 Broadway, 17th Floor
                              New York, New York 10036
                              Attention:  George Sandhu
                              Telephone:  212-806-5100
                              Telecopier:  212-806-5199

                   Any notice, demand or request so delivered shall constitute
valid notice under this  Agreement  and shall be deemed to have been  received
(A) on the day of actual delivery in the case of personal delivery, (B) on the
next  Business  Day  after  the  date  when  sent in the case of  delivery  by
nationally-recognized  overnight courier,  (C) on the fifth Business Day after
the date of  deposit  in the  U.S.  mail in the  case of  mailing  or (D) upon
receipt in the case of a  facsimile  transmission.  Any party  hereto may from
time to time by notice in writing served upon the other as aforesaid designate
a different  mailing address or a different  person to which all such notices,
demands or requests thereafter are to be addressed.

              3.8  Delays or Omissions.
                   --------------------

                   Except as expressly  provided herein,  no delay or omission
to exercise any right,  power or remedy  accruing to any party upon any breach
or default of another party under this Agreement  shall impair any such right,
power or remedy of such party that is not in breach or default nor shall it be
construed  to be a waiver of any such  breach or


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                                      9
<PAGE>


default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring;  nor shall any waiver of any single breach or default be
deemed a waiver  of any other  breach or  default  theretofore  or  thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party of any breach or default  under this  Agreement,  or any
waiver  on the  part of any  party of any  provisions  or  conditions  of this
Agreement,  must be in  writing  and  shall be  effective  only to the  extent
specifically  set forth in such  writing.  All  remedies,  either  under  this
Agreement or by law or otherwise  afforded to any party,  shall be  cumulative
and not alternative.

              3.9  Severability.
                   -------------

                  In the event that any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal,  unenforceable
or void,  this Agreement  shall continue in full force and effect without said
provision;  provided  that no  such  severability  shall  be  effective  if it
materially changes the economic benefit of this Agreement to any party.

             3.10  Titles and Subtitles.
                   ---------------------

                  The titles and subtitles used in this Agreement are used for
convenience  only and are not  considered in construing or  interpreting  this
Agreement.

             3.11  Gender.
                   -------

                  As  used  herein,   masculine  pronouns  shall  include  the
feminine and neuter,  and neuter  pronouns shall include the masculine and the
feminine. 3.12 Counterparts.

                  This   Agreement   may  be   executed   in  any   number  of
counterparts,  each of which shall be enforceable against the parties actually
executing such  counterparts,  and all of which together shall  constitute one
instrument.



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                                      10
<PAGE>


                  IN  WITNESS  WHEREOF,  the  undersigned  or  each  of  their
respective  duly  authorized  officers or  representatives  have executed this
agreement effective upon the date first set forth above.

                                             PROVO INTERNATIONAL, INC.

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

                                             IIG EQUITY OPPORTUNITIES FUND LTD.

                                             By: /s/ George Sandhu

                                             Name: George Sandhu

                                             Title:



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<PAGE>










                         REGISTRATION RIGHTS AGREEMENT

                                    BETWEEN

                        PROVO INTERNATIONAL, INC. F/K/A

                     FRONTLINE COMMUNICATIONS CORPORATION

                                      AND

                      IIG EQUITY OPPORTUNITIES FUND LTD.

                               JANUARY ___, 2004

















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<PAGE>



                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>           <C>                                                           <C>
Section 1.    Certain Definitions............................................1


Section 2.    Registration Rights............................................2

         2.1  Automatic Registration.........................................2
         2.2  "Piggyback" Registration Rights................................3
         2.3  Form S-3 Registration..........................................4
         2.4  Registration Procedures........................................4
         2.5  Expenses.......................................................5
         2.6  Indemnification................................................5

Section 3.    Miscellaneous..................................................7

         3.1  GOVERNING LAW..................................................7
         3.2  Successor and Assigns..........................................8
         3.3  Effectiveness..................................................8
         3.4  Adjustments for Stock Splits, Etc..............................8
         3.5  Remedies.......................................................8
         3.6  Entire Agreement; Amendment....................................8
         3.7  Notices, Etc...................................................9
         3.8  Delays or Omissions............................................9
         3.9  Severability..................................................10
         3.10 Titles and Subtitles..........................................10
         3.11 Gender........................................................10
         3.12 Counterparts..................................................10
</TABLE>







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