EXHIBIT 10.46
PROVO INTERNATIONAL, INC.
ONE XXXX XXXX XXXXX, X.X. XXX 0000
XXXXX XXXXX, XXX XXXX 00000
Xxxxx Xxxxx
Xxxxxxxxxxx Ltd.
c/o Euroba Management Limited
00 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx XX 12 Bermuda
January 23, 2004
RE: AMENDMENT OF WARRANTS
Dear Xx. Xxxxx:
Reference is made to that certain Subscription Agreement (the
"Agreement"), dated November 25, 2003, among Provo International, Inc. f/k/a
Frontline Communications Corporation (the "Company") and the Scarborough Ltd
("Scarborough"), pursuant to which the Company issued to Scarborough in a
private placement (the "Placement"): (i) 1,666,666 shares of the Company's
common stock, $.01 par value ("Common Stock"), (ii) one (1) three-year warrant
(the "A Warrant") to purchase 750,000 shares of the Company's Common Stock at an
exercise price equal to $.01 per share, and (iii) one (1) forty-five (45) day
warrant (subject to extension as provided therein) (the "B Warrant") to purchase
1,666,666 shares of the Company's Common Stock at an exercise price equal to
$.30 per share plus, upon exercise of the B Warrant, one (1) three-year warrant
(the "X0 Xxxxxxx") to purchase 1,250,000 shares of the Company's Common Stock at
an exercise price equal to $.01 per share (collectively, the A, B and B2
Warrants, the "Warrants").
The original A and B2 Warrants shall be replaced with amended A and B2
Warrants to revise language regarding adjustment for a stock split and to issue
the B2 Warrant as of the date hereof, in the forms attached as Exhibits A and
B2. The B Warrant has been amended to extend the exercise date to February 15,
2004, and to clarify that upon exercise of all or any portion of the B Warrant,
the B2 Warrant must be issued, in the form attached as Exhibit B. In addition,
in accordance with section 4.2 of the Agreement, we acknowledge that the thirty
(30) calendar day automatic registration period for the B2 Warrants begins with
the date hereof.
Very truly yours,
PROVO INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxx-Xxxxxxxx
Name: Xxxxxxx X. Xxxx-Xxxxxxxx
Title: CEO
Agreed and accepted:
SCARBOROUGH LTD.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title:
