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Official notification to shareholders of matters to be brought to a vote (Proxy)

DEF 14A






                                  SCHEDULE 14A

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

Filed by the registrant [X]
Filed by a party other than the registrant [ ]



                                                    
 Check the appropriate box:
 [ ] Preliminary proxy statement                        [ ] Confidential, For Use of the Commission
                                                            Only (as permitted by Rule 14a-6(e)(2))
 [X] Definitive proxy statement
 [ ] Definitive additional materials
 [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12



                      Frontline Communications Corporation
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                (Name of Registrant as Specified in Its Charter)


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       (Name of Person(s) Filing Proxy Statement, if other than Recipient)

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      (3) Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing. 

      (1) Amount previously paid:

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                      FRONTLINE COMMUNICATIONS CORPORATION
                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965

                                                                    May 22, 2002


Dear Stockholders:

         You are cordially invited to attend the Annual Meeting of Stockholders
of Frontline Communications Corporation (the "Company") which will be held on
Wednesday, June 26, 2002 at 11:30 A.M. at the Board Room of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.

         The Notice of Annual Meeting and Proxy Statement which follow describe
the business to be conducted at the meeting.

         Your Board of Directors unanimously believes that the election of the
nominees set forth in the Proxy Statement as directors is in the best interests
of the Company and its stockholders and, accordingly, recommends a vote "FOR"
the nominees on the enclosed proxy card.

         Whether or not you plan to attend the meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
Notice of Annual Meeting and Proxy Statement, may I urge you to complete, sign,
date and return the enclosed proxy card in the envelope provided. If the address
on the accompanying material is incorrect, please advise our Transfer Agent,
American Stock Transfer & Trust Company in writing, at 59 Maiden Lane, New York,
New York 10038.

         Your vote is very important, and we will appreciate a prompt return of
your signed proxy card. We hope to see you at the meeting and appreciate your
continued support.


                                        Sincerely yours,


                                        Stephen J. Cole-Hatchard
                                        Chief Executive Officer


 





                      FRONTLINE COMMUNICATIONS CORPORATION
                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965

                              --------------------


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JUNE 26, 2002

                              --------------------

To the Stockholders of FRONTLINE COMMUNICATIONS CORPORATION.:

         NOTICE IS HEREBY GIVEN that the Annual Meeting ("Annual Meeting") of
Stockholders of Frontline Communications Corporation (the "Company") will be
held on June 26, 2002, at 11:30 A.M. local time at the Board Room, American
Stock Exchange, 86 Trinity Place, New York, New York 10006 for the following
purposes:

         1. To elect five directors to hold office until the next Annual Meeting
of Stockholders and until their respective successors have been duly elected and
qualified; and

         2. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.

         Only stockholders of record at the close of business on May 20, 2002
are entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.

                                   By Order of the Board of Directors,

                                   Stephen J. Cole-Hatchard
                                   Chief Executive Officer

M
ay 22, 2002



--------------------------------------------------------------------------------

IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:

PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.



 





                      FRONTLINE COMMUNICATIONS CORPORATION
                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965

                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 26, 2002

         This proxy statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors of Frontline
Communications Corporation (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Wednesday, June 26, 2002,
including any adjournment or adjournments thereof, for the purposes set forth in
the accompanying Notice of Meeting.

         Management intends to mail this proxy statement and the accompanying
form of proxy to stockholders on or about May 24, 2002.

         Proxies in the accompanying form, duly executed and returned to the
management of the Company and not revoked, will be voted at the Annual Meeting.
Any proxy given pursuant to such solicitation may be revoked by the stockholder
at any time prior to the voting of the proxy by a subsequently dated proxy, by
written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the Annual Meeting and voting in person.

         The address and telephone number of the principal executive offices of
the Company are: One Blue Hill Plaza, P.O. Box 1548, Pearl River, New York
10965, Telephone No.: (845) 623-8553.

                       OUTSTANDING STOCK AND VOTING RIGHTS

         Only stockholders of record at the close of business on May 20, 2002
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, there were issued and outstanding 9,194,551 shares of the
Company's Common Stock, $.01 par value per share (the "Common Stock"). Each
share of Common Stock entitles the holder to one vote on each matter submitted
to a vote at the Annual Meeting.

                     VOTING PROCEDURES AND PROXY INFORMATION

         The directors will be elected by the affirmative vote of a plurality of
the shares of Common Stock present in person or represented by proxy at the
Annual Meeting, provided a quorum exists. A quorum is established if, as of the
Record Date, at least a majority of the outstanding shares of Common Stock are
present in person or represented by proxy at the Annual Meeting. All other
matters at the meeting will be decided by the affirmative vote of a majority of
the shares of Common Stock present in person or represented by proxy at the
meeting and entitled to vote on the subject matter, provided a quorum exists.
Votes will be counted and certified by one or more Inspectors of Election who
are expected to be either an employee of the 





                                      -1-



 




Company, a representative of the Company's outside counsel or a representative
of the Company's transfer agent.

         In accordance with Delaware law, abstentions and "broker non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares as to a matter with respect to which the brokers or nominees do not
have discretionary power to vote) will be treated as present for purposes of
determining the presence of a quorum. For purposes of determining approval of a
matter presented at the meeting, abstentions will be deemed present and entitled
to vote and will, therefore, have the same legal effect as a vote "against" a
matter presented at the meeting. Broker non-votes will be deemed not entitled to
vote on the subject matter as to which the non-vote is indicated and will,
therefore, have no effect on that particular matter.

         The enclosed proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxy will be
voted as instructed. Proxies may be revoked as noted above.

         The entire cost of soliciting proxies, including the costs of
preparing, assembling, printing and mailing this Proxy Statement, the proxy and
any additional soliciting material furnished to stockholders, will be borne by
the Company. Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy materials to the
beneficial owners of stock, and such persons may be reimbursed for their
expenses by the Company. Proxies may also be solicited by directors, officers or
employees of the Company in person or by telephone, telegram or other means. No
additional compensation will be paid to such individuals for these services.

                              ELECTION OF DIRECTORS

         At this year's Annual Meeting, five directors will be elected to hold
office for a term expiring at the Annual Meeting of Stockholders to be held in
2003. It is the intention of the Board of Directors to nominate Stephen J.
Cole-Hatchard, Nicko Feinberg, William A. Barron, Joseph V. Donahue and Ronald
C. Signore as directors. Each director will be elected to serve until a
successor is elected and qualified or until the director's earlier resignation
or removal.

         At this year's Annual Meeting, the proxies granted by stockholders will
be voted individually for the election, as directors of the Company, of the
persons listed below, unless a proxy specifies that it is not to be voted in
favor of a nominee for director. In the event any of the nominees listed below
shall be unable to serve, it is intended that the proxy will be voted for such
other nominees as are designated by the Board of Directors. Each of the persons
named below has indicated to the Board of Directors that he will be available to
serve.

         The Board of Directors recommends that stockholders vote FOR the
election of the nominees.

         Following is information with respect to the nominees for directors:



                                      -2-



 




         Stephen J. Cole-Hatchard, 44, has been Chairman and Chief Executive
Officer of the Company since August 1997 and was President of the Company from
August 1997 to July 2001. Mr. Cole-Hatchard was Vice President of Finance of the
Company from February 1997 to August 1997 and has been a director of the Company
since February 1997. Prior to joining the Company, Mr. Cole-Hatchard was Chief
Financial Officer for Hudson Technologies, Inc., a refrigerant services company
specializing in recovery and decontamination services, from 1993 to 1996 and has
been a licensed attorney since 1988.

         Nicko Feinberg, 30, founded the Company in 1995 and has been a director
of the Company since November 1996 and President and Chief Operating Officer of
the Company since July 2001. He was Executive Vice President of Technology of
the Company from November 1996 to July 2001 and Chief Information Officer from
August 1997 to July 2001. From April 1994 to October 1996, Mr. Feinberg was a
Sales Manager and, from April 1991 to April 1994, a Sales Account Executive for
Microage Computer Outlet, Inc., a company engaged in computer sales.

         William A. Barron, 52, has been a director of the Company since January
2000. Prior to retirement, Mr. Barron served as Vice President and Chief
Financial Officer of Hudson Technologies, Inc. from July 1996 to March 1997.
Prior to that, Mr. Barron was President and Chief Operating Officer for
Diagnostek, Inc., a pharmacy benefit management company, from May 1994 to
October 1995 and Executive Vice President and Chief Financial Officer for
Diagnostek, Inc. from March 1993 to April 1994. From February 2001 through July
2001, as part of the Company's restructuring program, Mr. Barron served as
interim Vice President and Chief Operating Officer of the Company.

          Joseph V. Donahue, 55, has served as the President of Donahue &
Associates, a company engaged in corporate finance services, since 1994. From
1982 to 1994, Mr. Donahue served as an Executive Vice President of Sterling &
Company, a private finance firm.

         Ronald C. Signore, 41, has been a director of the Company since
December 1997. Mr. Signore has been a partner in the accounting firm of Gray,
Signore & Co., LLP, for more than the past five years.

         All directors hold office until the next annual meeting of stockholders
for the ensuing year or until their successors have been duly elected and
qualified. Officers are elected annually by the Board of Directors and serve at
the discretion of the Board.

         Following is information with respect to certain of the Company's
officers:

         Vasan Thatham, 44, has been Vice President and Chief Financial Officer
of the Company since February 1999. From 1994 through 1998, Mr. Thatham was Vice
President and Chief Financial Officer of Esquire Communications Ltd., a company
engaged in providing legal support services.

         Amy Wagner-Mele, 34, has been Executive Vice President and General
Counsel of the Company since December 1998 and Secretary of the Company since
September 1998. She served as a Vice President and Corporate Counsel of the
Company from September 1998 to




                                      -3-



 




December 1998. From September 1997 to August 1998, Ms. Wagner-Mele was an
associate with the law firm of Winston & Strawn. From 1993 to 1997, Ms.
Wagner-Mele was an associate with the law firm of Podvey, Sachs, Meanor,
Catenacci, Hildner & Cocoziello, P.C.

         During the fiscal year ended December 31, 2001, the Board of Directors
held 11 meetings. In addition, the Board took other action by unanimous written
consent in lieu of a meeting. During 2001, each member of the Board participated
in at least 75% of all Board and applicable committee meetings during the period
for which he was a director. The Company has an Audit Committee comprised of
Messrs. Barron, Crocker and Signore. Messrs Crocker and Signore are each an
"independent director" under the rules of the American Stock Exchange and the
National Association of Securities Dealers, Inc. Mr. Crocker is not standing for
re-election at this annual Meeting. It is intended that if Mr. Donahue is
elected as a director he will be appointed to serve on the Audit Committee. The
Audit Committee has a written charter that sets forth the duties and
responsibilities of its members, a copy of which was attached as Appendix A to
the Company's Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on July 3, 2001. The Audit Committee
supervises the audit and financial procedures of the Company. The Company has a
Compensation/Stock Option committee of the Board comprised of Messrs.
Cole-Hatchard, Barron and Signore. The Company does not have a standing
nominating committee of the Board or other committee performing similar
functions.

Audit Committee Report

         In March 2002, the Audit Committee met with management to review and
discuss the audited financial statements. The Audit Committee also conducted
discussions with the Company's independent auditors, Goldstein Golub Kessler
LLP, regarding the matters required by the Statement on Auditing Standards No.
61. As required by Independence Standards Board Standard No. 1, "Independence
Discussion with Audit Committees," the Audit Committee has discussed with and
received the required written disclosures and confirming letter from Goldstein
Golub Kessler LLP, regarding its independence and has discussed with Goldstein
Golub Kessler LLP its independence. Based upon the review and discussions
referred to above, the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.

                                   The Audit Committee

                                   William Barron
                                   Stephen D. Crocker
                                   Ronald Signore




                                      -4-



 







                             EXECUTIVE COMPENSATION

         The following table sets forth compensation paid to the Company's Chief
Executive Officer and its three other most highly compensated executive officers
(each of whom was serving at the end of the fiscal year ended December 31, 2001)
during the years ended December 31, 1999, 2000 and 2001. No other executive
officer of the Company received aggregate compensation which exceeded $100,000
during the year ended December 31, 2001. These four executive officers are
referred to as the "Named Executives".

                           Summary Compensation Table




                                                                                       Long-Term
                                                  Annual Compensation              Compensation Award
                                             -----------------------------        ---------------------
Name and Principal Position                  Year   Salary($)     Bonus($)        Securities Underlying
---------------------------                  ----   ---------     --------             Options(#)
                                                                                       ----------
                                                                               
Stephen J. Cole-Hatchard.........            2001    114,423       67,725(1)             52,000  
Chief Executive Officer                      2000    117,692       34,500                25,000  
                                             1999    115,256            0               146,000  

Nicko Feinberg...................            2001    109,518       49,175(2)             52,000  
President                                    2000    110,000       24,500                27,000
                                             1999    108,615            0               146,000

Amy Wagner-Mele..................            2001    109,518       22,425(3)             52,000
Executive Vice President                     2000    110,000       32,000                12,000
                                             1999    108,615            0                26,000

Vasan Thatham....................            2001    109,518       15,051(4)             27,000
Chief Financial Officer                      2000    110,000       18,500                12,000
                                             1999     80,769            0                61,000



(1)  Includes $43,725 representing the fair market value on the date of the
     award of 291,500 shares of common stock issued under the Company's 2001
     Stock Incentive Plan.

(2)  Includes $35,175 representing the fair market value on the date of the
     award of 234,500 shares of common stock issued under the Company's 2001
     Stock Incentive Plan.

(3)  Includes $22,425 representing the fair market value on the date of the
     award of 149,500 shares of common stock issued under the Company's 2001
     Stock Incentive Plan.

(4)  Includes $13,425 representing the fair market value on the date of the
     award of 89,500 shares of common stock issued under the Company's 2001
     Stock Incentive Plan.


                                      -5-


 





         The following table sets forth information concerning stock options
granted in the year ended December 31, 2001 to the Named Executives:

              Option Grants in Fiscal Year Ended December 31, 2001




                                        Individual Grants
                                ---------------------------------

                                 Number of
                                 Securities
                                 Underlying    % of Total Options
                                  Options          Granted to            Exercise
                                  Granted           Employees              Price      Expiration
            Name                    (#)           in Fiscal Year         ($/Share)       Date
            ----                    ---           --------------         ---------       ----
                                                                             
Stephen J. Cole-Hatchard           52,000             11.69%              $0.22         3/31/06
Nicko Feinberg                     52,000             11.69%              $0.22         3/31/06
Amy Wagner-Mele                    52,000             11.69%              $0.22         3/31/06
Vasan Thatham                      27,000              6.07%              $0.22         3/31/06




        All of the options granted were exercisable at December 31, 2001.


                                      -6-



 





         The following table sets forth information concerning the number of
options owned by the Named Executives, the value of any in-the-money unexercised
options as of December 31, 2001 and information concerning options exercised by
the Named Executives during the year ended December 31, 2001:

             Aggregated Option Exercises and Year-End Option Values





                                                      Number of Securities 
                                                           Underlying                Value of Unexercised
                                                       Unexercised Options          In-the-Money Options
                                Shares      Value    at December 31, 2001 (#)     at December 31, 2001 ($)*
                             Acquired on   Realized ---------------------------  ----------------------------
           Name              Exercise (#)     ($)   Exercisable   Unexercisable  Exercisable    Unexercisable
           ----              ------------     ---   -----------   -------------  -----------    -------------

                                                                                 
Stephen J. Cole-Hatchard           0           0      301,000        1,000            0              0
Nicko Feinberg                     0           0      244,000        1,000            0              0
Amy Wagner-Mele                    0           0      149,000        1,000            0              0
Vasan Thatham                      0           0       99,000        1,000            0              0



         *The year-end values for unexercised in-the-money options represent the
positive difference between the exercise price for the options and the year-end
market value of the Common Stock. An option is "in-the-money" if the year-end
fair market value of the Common Stock exceeds the option exercise price. The
closing sale price of the Common Stock on December 31, 2001 was $.18.

Director Compensation

         Non-employee directors received $7,500 in 2001 for attending Board
Meetings. In addition, pursuant to the Company's 2001 Stock Incentive Plan, the
Company granted awards of shares of its common stock to the following directors:
William Barron - 87,000; Steven Crocker - 50,000; Ron Signore - 120,832.

Employment Agreements

         The Company has entered into three-year employment agreements with each
of Messrs. Feinberg and Cole-Hatchard which provide for an annual base
compensation of not less than $88,000 and $45,000, respectively, and such
bonuses as the Board of Directors may, in its sole discretion, from time to time
determine. The Company also entered into an employment agreement with Amy
Wagner-Mele pursuant to which Ms. Wagner-Mele agreed to serve as Corporate
Counsel at a salary of not less than $98,000 per annum. The employment
agreements with Messrs. Feinberg and Cole-Hatchard expire in August 2002, and
the employment agreement with Ms. Wagner-Mele expires in September 2002. All are
subject to automatic successive one


                                       -7-



 




year renewals unless either the Company or the employee gives notice of
intention not to renew the agreement. With the exception of Mr. Cole-Hatchard,
the employment agreements provide for employment on a full-time basis and
contain a provision that the employee will not compete or engage in a business
competitive with the Company's current or anticipated business during the term
of the employment agreement and for a period of two years thereafter. The
Company has entered into a month-to-month employment agreement with Mr. Thatham
that provides for a base salary at a rate of $95,000 per year.

         All of the employment agreements provide for each of the employees to
be paid additional compensation equal to 295% of their annual base salary in the
event of a change of ownership or effective control of the Company (as defined
in the agreements). In November 2000, the employment agreements with Messrs.
Olbermann and Jackson were terminated by mutual agreement.

1997 Stock Option Plan

         In February 1997 the Board of Directors and stockholders adopted the
1997 Stock Option Plan pursuant to which 500,000 shares of Common Stock were
reserved for issuance upon exercise of options. In June 2000, the Board of
Directors and the stockholders approved an amendment to increase to 2,000,000
the number of shares of Common Stock available for issuance upon exercise of
options under the 1997 Stock Option Plan. The stock option plan is designed to
serve as an incentive for retaining qualified and competent employees, directors
and consultants.

         The Board of Directors or a committee of the Board administers the 1997
Stock Option Plan and is authorized, in its discretion, to grant options under
the stock option plan to all eligible employees, including officers, directors
(whether or not employees) and consultants. The 1997 Stock Option Plan provides
for the granting of both "incentive stock options" (as defined in Section 422 of
the Internal Revenue Code of 1986, as amended) and non-qualified stock options.
Options can be granted under the stock option plan on such terms and at such
prices as determined by the Board of Directors or its committee, except that the
per share exercise price of options will not be less than the fair market value
of the Common Stock on the date of grant. In the case of an incentive stock
option granted to a stockholder who owns stock possessing more than 10% of the
total combined voting power of all of the Company's classes of stock, the per
share exercise price will not be less than 110% of the fair market value on the
date of grant. The aggregate fair market value (determined on the date of grant)
of the shares covered by incentive stock options granted under the Company's
stock option plan that becomes exercisable by a grantee of the first time in any
calendar year is subject to a $100,000 limit.

         Options granted under the 1997 Stock Option Plan will be exercisable
during the period or periods specified in each option agreement. Options granted
under the stock option plan are not exercisable after the expiration of 10 years
from the date of grant (five years in the case of incentive stock options
granted to a stockholder owning stock possessing more than 10% of the total
combined voting power of all of the Company's classes of stock) and are not
transferable other than by will or by the laws of descent and distribution.





                                      -8-



 




2001 Stock Incentive Plan

         In June and July 2001, the Company's Board of Directors and
stockholders, respectively, adopted the Company's 2001 Stock Incentive Plan
("Incentive Plan") pursuant to which the grant of any or all of the following
types of awards may be made under the Incentive Plan (collectively, "Awards"):
(i) stock options, (ii) restricted stock, (iii) deferred stock and (iv) other
stock-based awards. Awards may be granted singly, in combination, or in tandem,
as determined by the administrators of the Incentive Plan. A total of 1,800,000
shares of our common stock, subject to anti-dilution adjustment as provided in
the Incentive Plan, have been reserved for distribution pursuant to the
Incentive Plan. The maximum number of shares of common stock that may be issued
upon the grant of an Award to any individual participant cannot exceed 500,000
shares during the term of the Incentive Plan.

         The Incentive Plan can be administered by the Company's Board of
Directors or a committee consisting of two or more non-employee members of the
Board of Directors appointed by the Board. The Board or the committee will
determine, among other things, the persons to whom Awards will be granted, the
type of Awards to be granted, the number of shares subject to each Award and the
share price. The Board or the committee will also determine the term of each
Award, the restrictions or limitations thereon, and the manner in which each
such Award may be exercised or, if applicable, the extent and circumstances
under which common stock and other amounts payable with respect to an Award will
be deferred. Unless sooner terminated, the Incentive Plan will expire at the
close of business on June 20, 2011.

         The Incentive Plan provides for the grant of both incentive stock
options and non-qualified stock options. The exercise price of an incentive
stock option or a non-qualified stock option will not be less than the fair
market value of the shares underlying the option on the date the option is
granted, provided, however, that the exercise price of an incentive stock Option
granted to a stockholder who possesses more than 10% of the combined voting
power of all classes of our stock may not be less than 110% of such fair market
value. The aggregate fair market value (determined at the time the option is
granted) of the shares of common stock covered by an incentive stock option
granted under the Incentive Plan that become exercisable by a grantee for the
first time in any calendar year cannot exceed $100,000.

         The Incentive Plan contains anti-dilution provisions authorizing
appropriate adjustments in certain circumstances. Shares of Common Stock subject
to Awards which expire without being exercised or which are cancelled as a
result of the cessation of employment are available for further grants. Options
become exercisable in such amounts, at such intervals and upon such terms and
conditions as the Board of Directors or the committee provides.

         Under the Incentive Plan, the Board or the committee may grant shares
of restricted Common Stock either alone or in tandem with other Awards.
Restricted and Deferred Stock awards give the recipient the right to receive a
specified number of shares of common stock, subject to such terms, conditions
and restrictions as the Board or the committee deems appropriate.



                                      -9-



 




         Other Stock-Based Awards, which may include performance shares and
shares valued by reference to the performance of the Company or any parent or
subsidiary of the Company, may be granted under the Incentive Plan either alone
or in tandem with other awards.

                          VOTING SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of the Record
Date, relating to the beneficial ownership of shares of Common Stock by (i) each
person or entity who is known by the Company to own beneficially 5% or more of
the outstanding Common Stock, (ii) each of the Company's directors, (iii) each
of the Named Executives, and (iv) all directors and executive officers of the
Company as a group.




                                                     Number of Shares
                                                     Of Common Stock        Percentage of Outstanding
                                                       Beneficially            Common Stock
Name of Beneficial Owner                                Owned(1)              Beneficially Owned
------------------------                                --------              ------------------
                                                                            
Nicko Feinberg...............................            740,500(2)                 7.8%
Stephen J. Cole-Hatchard.....................          1,065,718(3)                11.0%
Ronald Signore...............................            265,696(4)                 2.8%
William Barron...............................            178,972(5)                 1.9%
Stephen Crocker..............................            100,000(6)                 1.1%
Amy Wagner-Mele..............................            304,500(7)                 3.3%
Vasan Thatham................................            194,500(8)                 2.1%
All directors and executive officers as a group
(seven persons)..............................          2,849,886(9)                27.3%



------------

(1)  The Company believes that all persons named in the table have sole voting
     and investment power with respect to all shares of Common Stock
     beneficially owned by them.

(2)  Includes options to purchase 244,000 shares of Common Stock.

(3)  Includes 159,650 shares held by the Cole-Hatchard Family Limited
     Partnership, of which Mr. Cole-Hatchard is the general partner, options to
     purchase 301,000 shares of Common Stock and 171,530 shares of Common Stock
     issuable upon exercise of 50,450 shares of the Company's Series B Preferred
     Stock.

(4)  Includes warrants to purchase 41,664 shares of Common Stock and options to
     purchase 100,000 shares of Common Stock.




                                      -10-



 




(5)  Includes options to purchase 87,000 shares of Common Stock and 680 shares
     of Common Stock issuable upon conversion of 200 shares of the Company's
     Series B Preferred Stock.

(6)  Includes options to purchase 50,000 shares of Common Stock.

(7)  Includes options to purchase 149,000 shares of Common Stock.

(8)  Includes options to purchase 99,000 shares of Common Stock.

(9)  Includes options and warrants to purchase 1,071,664 shares of Common Stock
     and 172,210 shares of Common Stock issuable upon exercise of 50,650 shares
     of the Company's Series B Preferred Stock.


 
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not Applicable

 
                             INDEPENDENT AUDITORS

         On January 10, 2001, the Company dismissed BDO Seidman, LLP ("BDO") as
its principal independent accountant. Neither of BDO's reports on the financial
statements of the Company for the fiscal years ended December 31, 1998 or
December 31, 1999 contained an adverse opinion or a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change accountants was recommended and approved by
the Audit Committee of the Company's Board of Directors, and approved by the
Company's Board of Directors. During the fiscal years ended December 31, 1998
and December 31, 1999 and during the period from January 1, 2000 through January
10, 2001, there were no disagreements with BDO on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure or any reportable event. On January 10, 2001 the Company engaged
Goldstein Golub Kessler LLP as the Company's principal independent accountant to
audit the financial statements of the Company for the year ended December 31,
2000.

         Goldstein, Golub Kessler LLP are the Company's independent auditors who
reported on the financial statements of the Company for the fiscal year ended
December 31, 2001. Goldstein Golub Kessler LLP has been selected by the Board of
Directors to examine and report on the financial statements of the Company for
the year ending December 31, 2002. A representative of Goldstein Golub Kessler
LLP is expected to be present at the Annual Meeting and will have the
opportunity to make a statement if he desires to do so, and is expected to be
available to respond to appropriate questions.

         Audit Fees. The aggregate fees billed by Goldstein Golub Kessler LLP
for professional services rendered for the audit of the Company's annual
financial statements for the fiscal year ended December 31, 2001 (the "2001
fiscal year") and other services related to review of the 





                                      -11-



 




quarterly reports filed with the Securities and Exchange Commission totaled
approximately $60,000.

         Goldstein Golub Kessler LLP has a continuing relationship with American
Express Tax and Business Services, Inc. ("TBS") from which it leases auditing
staff who are fulltime, permanent employees of TBS and through which its
partners provide non-audit services. As a result of this arrangement, Goldstein
Golub Kessler LLP has no full time employees and therefore, none of the audit
services performed were provided by permanent full-time employees of Goldstein
Golub Kessler LLP. Goldstein Golub Kessler LLP manages and supervises the audit
and audit staff, and is exclusively responsible for the opinion rendered in
connection with its examination.

         Financial Information Systems Design and Implementation Fees. There
were no fees billed to the Company by Goldstein Golub Kessler LLP for
professional services related to financial information systems design and
implementation by Goldstein Golub Kessler LLP for the 2001 fiscal year.

         All Other Fees. Other fees billed for services rendered by Goldstein
Golub Kessler LLP to the Company were $4,000 relating to services performed in
connection with certain SEC filings other than the Company's Annual and
Quarterly Reports . Fees of $9,400 were billed to the Company for tax
preparation services rendered to the Company by TBS.

         The Audit Committee has considered whether the provision of these
non-audit services by Goldstein Golub Kessler LLP and TBS is compatible with the
maintaining of Goldstein Golub Kessler LLP's independence.

                  STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

         Stockholders who wish to present proposals appropriate for
consideration at the Company's Annual Meeting of Stockholders to be held in 2003
must submit the proposal in proper form and in accordance with applicable SEC
regulations to the Company at its address set forth on the first page of this
Proxy Statement not later than January 22, 2003 in order for the proposition to
be considered for inclusion in the Company's proxy statement and form of proxy
relating to such annual meeting. Any such proposals, as well as any questions
related thereto, should be directed to the Secretary of the Company.

         After the January 22, 2003 deadline, a stockholder may present a
proposal at the Company's 2003 annual meeting if it is submitted to the
Company's Secretary at the address set forth above no later than April 9, 2003.
If timely submitted, in proper form, the stockholder may present the proposal at
the 2003 annual meeting, but the Company is not obligated to included the matter
in its proxy statement.


                                      -12-



 





                                OTHER INFORMATION

         A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2001 IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE
OF BUSINESS ON MAY 20, 2002. COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB WILL BE PROVIDED FOR A NOMINAL CHARGE UPON WRITTEN REQUEST TO:

                      FRONTLINE COMMUNICATIONS CORPORATION
                               ONE BLUE HILL PLAZA
                                  P.O. BOX 1548
                           PEARL RIVER, NEW YORK 10965
                           ATTENTION: AMY WAGNER-MELE

         The Board of Directors is aware of no other matters, except for those
incident to the conduct of the Annual Meeting, that are to be presented to
stockholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.

                                   By order of the Board of Directors,


                                   Stephen J. Cole-Hatchard
                                   Chief Executive Officer

May 22, 2002







                                      -13-



 






                      FRONTLINE COMMUNICATIONS CORPORATION
                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965

        PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 26, 2002
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


         The undersigned hereby appoints STEPHEN J. COLE-HATCHARD and AMY
WAGNER-MELE and each of them, Proxies, with full power of substitution in each
of them, in the name, place and stead of the undersigned, to vote at the Annual
Meeting of Stockholders of Frontline Communications Corporation (the "Company")
on June 26, 2002, at the Board Room of the American Stock Exchange, 86 Trinity
Place, New York, New York 10006 or at any adjournment or adjournments thereof,
according to the number of votes that the undersigned would be entitled to vote
if personally present, upon the following matters:



                                                      
     ELECTION OF DIRECTORS:
     [ ] FOR all nominees listed below                   [ ] WITHHOLD AUTHORITY
         (except as marked to the contrary below).           to vote for all nominees listed below.


         Stephen J. Cole-Hatchard, Nicko Feinberg, William A. Barron, Joseph V. Donahue
         and Ronald C. Signore



(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)



--------------------------------------------------------------------------------
                  (Continued and to be signed on reverse side)



 






2.   In their discretion, the Proxies are authorized to vote upon such other
     business as may properly come before the meeting.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE.
IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THOSE NOMINEES
LISTED ABOVE.


DATED: ________________________________, 2002

                                             Please sign exactly as name appears
                                             hereon. When shares are held by
                                             joint tenants, both should sign.
                                             When signing as attorney, executor,
                                             administrator, trustee or guardian,
                                             please give full title as such. If
                                             a corporation, please sign in full
                                             corporate name by President or
                                             other authorized officer. If a
                                             partnership, please sign in
                                             partnership name by authorized
                                             person.


                                             ----------------------------------
                                                        Signature

                                             ----------------------------------
                                                  Signature if held jointly


Please mark, sign, date and return this proxy card using the enclosed envelope.