EXHIBIT 10.49

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR QUALIFIED  UNDER THE STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,
PLEDGED,  OR OTHERWISE  TRANSFERRED  UNLESS EITHER (A) COVERED BY AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND
QUALIFIED UNDER  APPLICABLE  STATE SECURITIES LAWS, OR (B) THE CORPORATION HAS
BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION TO THE
EFFECT THAT NO  REGISTRATION  OR  QUALIFICATION  IS LEGALLY  REQUIRED FOR SUCH
TRANSFER.

Warrant No. A-1                                      Number of Shares: 750,000



Date of Issuance:  As of November 25, 2003
Date of Amendment:  As of January 27, 2004

     Provo International, Inc. f/k/a Frontline Communications Corporation
     --------------------------------------------------------------------

                         Common Stock Purchase Warrant
                         -----------------------------

                        (Void after November 25, 2006)

         Provo International, Inc. f/k/a Frontline Communications Corporation,
a Delaware corporation (the "Company"),  for value received,  hereby certifies
that Scarborough Ltd. (the "Registered Holder"),  is entitled,  subject to the
terms set forth below, to purchase from the Company,  at any time or from time
to time on or after the date of issuance  and on or before  November 25, 2006,
at not later than 5:00 p.m. EST,  750,000  shares of Common Stock (the "Common
Stock")  $0.01 par value per share,  of the  Company,  at a purchase  price of
$0.01 per share. The shares purchasable upon exercise of this Warrant, and the
purchase  price per share,  each as adjusted from time to time pursuant to the
provisions  of this  Warrant,  are  hereinafter  referred  to as the  "Warrant
Shares" and the "Purchase Price," respectively.

1.   Exercise; Issuance of Certificates.
     -----------------------------------

     (a) Exercise.  This Warrant may be exercised by the Registered Holder, in
whole or in part,  by  surrendering  this  Warrant,  with  the  purchase  form
appended  hereto as Exhibit I duly  executed by such  Registered  Holder or by
such Registered Holder's duly authorized attorney,  at the principal office of
the Company,  or at such other office or agency as the Company may  designate,
accompanied by payment in full, in lawful money of the United States, of the


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Purchase  Price payable in respect of the number of Warrant  Shares  purchased
upon such exercise.

     (b) Each  exercise of this Warrant  shall be deemed to have been effected
immediately  prior to the close of business  on the day on which this  Warrant
shall have been  surrendered  to the Company as provided  in  subsection  1(a)
above (the "Exercise Date"). At such time, the person or persons in whose name
or names any  certificates  for Warrant  Shares  shall be  issuable  upon such
exercise as provided in  subsection  1(c) below shall be deemed to have become
the holder or  holders of record of the  Warrant  Shares  represented  by such
certificates.

     (c) As soon as practicable  after the exercise of this Warrant in full or
in part, the Company, at its expense,  will cause to be issued in the name of,
and delivered to, the Registered  Holder,  or as the  Registered  Holder (upon
payment by the Registered Holder of any applicable  transfer taxes) may direct
but subject to Section 4 hereof:

         (i) a  certificate  or  certificates  for the number of full  Warrant
Shares to which the  Registered  Holder shall be entitled  upon such  exercise
plus, in lieu of any fractional  share to which such  Registered  Holder would
otherwise  be  entitled,  cash in an amount  determined  pursuant to Section 3
hereof; and

         (ii) in case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, calling in the aggregate on the face or
faces thereof for the number of Warrant Shares equal (without giving effect to
any adjustment therein) to the number of Warrant Shares called for on the face
of this  Warrant  minus the sum of the number of such shares  purchased by the
Registered Holder upon such exercise.

2.  Adjustment of Purchase  Price and Number of Warrant  Shares.  The Purchase
Price and the number of Warrant Shares  purchasable  upon the exercise of this
Warrant shall be subject to adjustment  from time to time upon the  occurrence
of certain events described in this Section 2.

         (a) Subdivision or Combination of Stock. If outstanding shares of the
Company's  Common Stock shall be subdivided into a greater number of shares or
a dividend  in such  stock  shall be paid in  respect  of such  stock,  or any
transaction having substantially similar effect shall have been consummated by
the  Company,   the  Purchase  Price  in  effect  immediately  prior  to  such
transaction  shall not be  proportionately  reduced  and the number of Warrant
Shares purchasable upon the exercise of this Warrant shall not change from the
number  stated  on the face of this  Warrant.  If  outstanding  shares  of the
Company's Common Stock shall be combined into a smaller number of shares,  the
Purchase Price in effect  immediately  prior to such combination  shall not be
proportionately  increased and the number of Warrant Shares  purchasable  upon
the  exercise of this Warrant  shall not change from the number  stated on the
face of this Warrant.

         (b) Reorganization, Reclassification,  Consolidation, Merger or Sale.
If there shall occur any capital  reorganization  or  reclassification  of the
Company's  Common Stock (other than a change in par value or a subdivision  or
combination),  or any  consolidation  or  merger of the  Company  with or into
another  corporation,  or a transfer of all or substantially all of the assets
of the  Company,  shall be effected in such a way that holders of Common Stock
shall be entitled to receive  stock,  securities,  or other assets or property
(an "Organic Change"), then, as part of such



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<PAGE>


Organic Change,  lawful provision shall be made so that the Registered  Holder
of this Warrant  shall have the right  thereafter to receive upon the exercise
hereof the kind and amount of shares of stock or other  securities or property
which  such  Registered  Holder  would  have  been  entitled  to  receive  if,
immediately  prior to such Organic Change such Registered  Holder had held the
number of shares of Common Stock which were then purchasable upon the exercise
of this  Warrant.  In any such case,  appropriate  adjustment  (as  reasonably
determined  in good faith by the Board of Directors  of the Company)  shall be
made in the application of the provisions set forth herein with respect to the
rights and interests thereafter of the Registered Holder of this Warrant, such
that  the  provisions  set  forth  in  this  Section  2  shall  thereafter  be
applicable, as nearly as is reasonably practicable,  in relation to any shares
of stock or other  securities  or  property  thereafter  deliverable  upon the
exercise of this  Warrant.

         (c) When any  adjustment is required to be made in the Purchase Price
or the number of Warrant Shares purchasable upon exercise of this Warrant, the
Company shall  promptly mail to the  Registered  Holder a certificate  setting
forth the  Purchase  Price or the number of Warrant  Shares  purchasable  upon
exercise of this  Warrant  after such  adjustment  and  setting  forth a brief
statement of the facts requiring such adjustment.  Such certificate shall also
set forth the kind and amount of stock or other  securities  or property  into
which this Warrant shall be exercisable following the occurrence of any of the
events specified in subsection 2(b) above.

3. Fractional  Shares.  The Company shall not be required upon the exercise of
this  Warrant to issue any  fractional  shares,  but shall make an  adjustment
therefor  in cash on the  basis of the fair  market  value per share of Common
Stock. For purposes of the foregoing, fair market value of one share of Common
Stock, shall be determined as follows:

         (i) If the Common Stock is listed on a national securities  exchange,
the American Stock Exchange, the Nasdaq National Market, the Nasdaq system, or
another nationally  recognized exchange or quotation system as of the Exercise
Date,  the fair market  value per share of the Common Stock shall be deemed to
be the last  reported sale price per share of the Common Stock on the Exercise
Date,  or, if no such price is reported  on such date,  such price on the next
preceding business day (provided that if no such price is reported on the next
preceding  business  day, the fair market value per share shall be  determined
pursuant to clause (ii)).

         (ii) If the  Common  Stock is not  listed  on a  national  securities
exchange,  the American Stock Exchange, the Nasdaq National Market, the Nasdaq
System, or another nationally  recognized  exchange or quotation system on the
Exercise  Date,  the fair market  value per share shall be  determined  by the
Company's Board of Directors in good faith.

4.  Requirements for Transfer.

     (a) This Warrant and the Warrant  Shares shall not be sold or transferred
unless either (i) they first shall have been  registered  under the Securities
Act of 1933, as amended (the "Act"), and any applicable state securities laws,
or (ii) the Company first shall have been  furnished  with an opinion of legal
counsel,  reasonably satisfactory to the Company, to the effect that such sale
or transfer is exempt from the  registration  requirements  of the Act and any
applicable state securities laws.


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<PAGE>


     (b) Each  certificate  representing  this Warrant or Warrant Shares shall
bear a legend substantially in the following form:

         "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE
         HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT
         OF 1933,  AS  AMENDED,  OR  QUALIFIED  UNDER  STATE
         SECURITIES  LAWS  AND MAY NOT BE SOLD,  PLEDGED  OR
         OTHERWISE  TRANSFERRED UNLESS EITHER (A) COVERED BY
         AN  EFFECTIVE   REGISTRATION  STATEMENT  UNDER  THE
         SECURITIES  ACT OF 1933, AS AMENDED,  AND QUALIFIED
         UNDER  APPLICABLE  STATE SECURITIES LAWS OR (B) THE
         CORPORATION  HAS BEEN  FURNISHED WITH AN OPINION OF
         COUNSEL ACCEPTABLE TO THE CORPORATION TO THE EFFECT
         THAT NO  REGISTRATION OR  QUALIFICATION  IS LEGALLY
         REQUIRED FOR SUCH TRANSFER."

The foregoing legend shall be removed from the  certificates  representing any
Warrants or Warrant Shares, at the request of the holder thereof, at such time
as they become  eligible for resale  pursuant to Rule 144(k) under the Act.

5.  No Voting or Dividend  Rights.  Nothing  contained in this Warrant shall be
construed as  conferring  upon the  Registered  Holder the right to vote or to
consent  or to receive  notice as a  stockholder  of the  Company or any other
matters or any rights whatsoever as a stockholder of the Company. No dividends
or  interest  shall be payable  or  accrued in respect of this  Warrant or the
interest represented hereby or the Warrant Shares purchasable hereunder until,
and only to the extent that, this Warrant shall have been exercised. Until the
exercise of this Warrant, the Registered Holder shall not have or exercise any
rights by virtue hereof as a stockholder of the Company.

6.  Notices of Record Date, etc.

    In case:

    (a) of any capital  reorganization of the Company, any reclassification of
the capital stock of the Company,  any  consolidation or merger of the Company
with or into  another  corporation  (other than a  consolidation  or merger in
which  the  Company  is  the  surviving  entity),  or any  transfer  of all or
substantially  all of the assets of the  Company;  or (b) of the  voluntary or
involuntary  dissolution,  liquidation or winding-up of the Company, then, and
in each  such  case,  the  Company  will  mail or  cause to be  mailed  to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the   effective   date  on  which   such   reorganization,   reclassification,
consolidation,  merger, transfer, dissolution, liquidation or winding-up is to
take place,  and the time,  if any is to be fixed,  as of which the holders of
record


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<PAGE>


of Common  Stock (or such other stock or  securities  at the time  deliverable
upon the exercise of this Warrant)  shall be entitled to exchange their shares
of Common Stock (or such other stock or  securities)  for  securities or other
property    deliverable    upon   such    reorganization,    reclassification,
consolidation,  merger, transfer, dissolution, liquidation or winding-up. Such
notice  shall be mailed at least ten (10)  days  prior to the  record  date or
effective  date for the event  specified in such  notice.

7.  Reservation  of Stock.  The  Company  will at all times  reserve  and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant  Shares and other stock,  securities  and property,  as
from time to time shall be issuable upon the exercise of this Warrant.

8.  Exchange of Warrants. Upon the surrender by the  Registered  Holder of any
Warrant or Warrants, properly endorsed, to the Company at the principal office
of the  Company,  the Company  will,  subject to the  provisions  of Section 4
hereof,  issue and deliver to or upon the order of such Registered  Holder, at
the Company's expense, a new Warrant or Warrants of like tenor, in the name of
such  Registered  Holder or as such  Registered  Holder (upon  payment by such
Registered Holder of any applicable transfer taxes) may direct, calling in the
aggregate  on the face or faces  thereof  for the  number  of shares of Common
Stock  called  for on  the  face  or  faces  of the  Warrant  or  Warrants  so
surrendered.

9.  Lost Warrants.  Upon receipt of evidence  reasonably  satisfactory  to the
Company of the loss, theft,  destruction or mutilation of this Warrant and (in
the  case of  loss,  theft  or  destruction)  upon  delivery  of an  indemnity
agreement (with surety in an amount reasonably  satisfactory to the Company if
requested by the Company),  or (in the case of mutilation)  upon surrender and
cancellation of this Warrant,  the Company will issue, in lieu thereof,  a new
Warrant of like tenor.

10. Transfers, etc.

    (a) The  Company  will  maintain  a  register  containing  the  names  and
addresses of the Registered Holders of this Warrant. Any Registered Holder may
change its address as shown on the warrant  register by written  notice to the
Company requesting such change.

    (b)  Subject to the  provisions of Section 4 hereof,  this Warrant and all
rights hereunder are transferable, in whole or in part, upon surrender of this
Warrant with a properly executed assignment (in the form of Exhibit II hereto)
at the principal office of the Company.

    (c) Until  any transfer of this  Warrant is made in the warrant  register,
the Company may treat the  Registered  Holder of this  Warrant as the absolute
owner  hereof  for all  purposes;  provided,  however,  that if and when  this
Warrant is  properly  assigned  in blank,  the  Company  may (but shall not be
obligated  to) treat the bearer  hereof as the  absolute  owner hereof for all
purposes,  notwithstanding any notice to the contrary.

11. Mailing of Notices,
etc. All notices and other  communications  from the Company to the Registered
Holder of this Warrant shall be mailed by first-class  certified or registered
mail,  postage prepaid,  to the address furnished to the Company in writing by
the last Registered Holder of this Warrant who shall have furnished an address
to the Company in  writing.  All  notices  and other  communications  from the
Registered  Holder of this  Warrant or in  connection


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herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal  office
to a place other than as set forth below,  it shall give prompt written notice
to the Registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal  office at the particular  time shall
be as so specified in such notice.

12.  Change or Waiver.  Any term of this Warrant may be changed or waived only
by an instrument in writing  signed by the party against which  enforcement of
the change or waiver is sought. 13. Headings. The headings in this Warrant are
for  purposes of reference  only and shall not limit or  otherwise  affect the
meaning of any provision of this Warrant.

14.  Governing  Law.  This  Warrant  will  be  governed  by and  construed  in
accordance with the corporate laws of the State of New York.

         IN WITNESS WHEREOF, the Company has caused this amended Warrant to be
duly executed by its officer thereunto duly authorized.

                                          PROVO INTERNATIONAL, INC. f/k/a
                                          FRONTLINE COMMUNICATIONS CORPORATION

                                          /s/ Stephen J. Cole-Hatchard

                                          By: Stephen J. Cole-Hatchard
                                          Title: CEO

[Corporate Seal]

ATTEST:

_________________________
[     Amy Wagner-Mele    ]
[      Secretary         ]

                                                Address of principal office:
                                                One Blue Hill Plaza, 7th Floor

                                                P.O. Box 1548

                                                Pearl River, New York 10965


               (SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT)



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                                                                     EXHIBIT I
                                                                     ---------


                                 PURCHASE FORM

To:  Provo International, Inc. f/k/a

Frontline Communications Corporation                      Dated:______________

         The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. A-1),  hereby  irrevocably  elects to purchase ________ shares of
Common Stock covered by such Warrant.  The undersigned  herewith makes payment
of $____________,  in lawful money of the United States, representing the full
purchase  price for such  shares at the price per share  provided  for in such
Warrant.

                                     Signature: _______________________________





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                                                                    EXHIBIT II
                                                                    ----------

                                ASSIGNMENT FORM

         FOR  VALUE  RECEIVED,  ________________________________________hereby
sells,  assigns and transfers all of the rights of the  undersigned  under the
attached  Warrant  (No.  A-1) with  respect  to the number of shares of Common
Stock covered thereby set forth below, unto:

Name of Assignee                    Address                      No. of Shares
----------------                    -------                      -------------




Dated:_________________________        Signature:______________________________

Dated:_________________________        Witness:________________________________



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