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Report of unscheduled material events or corporate changes.

8-K




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): June 20, 2000


                      Frontline Communications Corporation
             (Exact name of registrant as specified in its charter)


    Delaware                       000-24223                     13-3950283
(State or other                   (Commission                  (IRS Employer
jurisdiction of                   File Number)               Identification No.)
 incorporation)


          One Blue Hill Plaza, Suite 1548, Pearl River, New York 10965
               (Address of principal executive offices) (zip code)


       Registrant's Telephone Number, including Area Code: (914) 623-8553


                                       N/A
          (Former name or former address, if changed since last report)






Item 2. Acquisition or Disposition of Assets.

     On  June  20,  2000  (the  "Closing  Date"),   Registrant  consummated  the
acquisition  (the  "Acquisition")  of  substantially  all  of  the  assets  (the
"Assets") of DelaNET,  Inc., a Delaware corporation  ("Seller"),  subject to the
assumption of certain liabilities of the Seller totaling  $646,930.23,  of which
$223,302 is subject to dispute.  The Acquisition was consummated pursuant to the
terms and  provisions of an Asset  Purchase  Agreement  dated June 20, 2000 (the
"Agreement") among Registrant, Seller, Michael Brown and Donald McIntire, each a
45.05% shareholder in the Seller (the "Shareholders").

     The  consideration  for the Assets is $3,050,000  (the  "Purchase  Price"),
subject to adjustment  as set forth below,  payable as follows:  (1)  $1,750,000
cash was paid to Seller on the  Closing  Date (the  "Cash  Consideration");  (2)
$250,000  in cash was  placed  in  escrow on the  Closing  Date  (the  "Escrowed
Amount") to be distributed in accordance  with the Escrow  Agreement  dated June
20, 2000 by and among Seller, Registrant and Richards, Layton & Finger, P.A., as
escrow agent;  (3) 200,000 shares of unregistered  Common Stock, par value $0.01
per share, of the Registrant (the "Share Consideration") valued at $321,400; and
(4) a  convertible  promissory  note in the  principal  amount of $728,600  (the
"Note").  The Purchase  Price was  determined  pursuant to  negotiation  between
Registrant  and Seller.  The source of funds used to pay the Purchase  Price was
available funds of Registrant.

     The  principal  amount of the Note is payable in full on June 20, 2003 with
the right of early  repayment,  and bears  interest  at a rate of 4% per  annum,
payable  semi-annually  commencing  on December 20, 2000.  Pursuant to the Note,
Registrant will have the option to convert the principal  amount of and interest
payable on the Note into unregistered  shares of Common Stock of the Registrant,
at a conversion rate of $8.00 per share ("Conversion  Shares"),  if, at any time
during  the term of the  Note,  the  closing  price of the  Common  Stock of the
Registrant equals or exceeds $10 per share.

     Pursuant  to a Pledge  and  Security  Agreement,  in order  to  secure  the
obligations  of Registrant  under the Note,  Registrant  granted to the Seller a
security interest in the Assets.

     Pursuant  to the  Escrow  Agreement,  to the  extent  that on the  90th day
following  the  Closing  Date  the  number  of  internet   service   subscribers
attributable  to the Assets is less than the number of subscribers  specified in
the  Escrow  Agreement,  the  Escrow  Agent  will pay to  Registrant  out of the
Escrowed  Amount  $150 for each  internet  subscriber  less  than the  specified
number.  On the 91st day the  Escrow  Agent will  deliver to Seller all  amounts
remaining in the Escrow Fund.

     Pursuant to a Registration  Rights Agreement  executed on the Closing Date,
Registrant granted certain  "piggyback"  registration rights to the Seller for a
period 90 days after the  issuance of any  Conversion  Shares.  Registrant  also
granted  certain  demand  registration  rights to the Seller  pursuant  to which
Seller may demand,  at any time after the 91st day following any issuance of the
Conversion Shares,  the filing of a registration  statement to register Seller's
Conversion Shares.





     On the Closing Date,  Registrant  entered into  Consulting  Agreements with
Michael Brown (and  Environmental  Energy Services  Corp.),  and Donald McIntire
(and DMAC Engineering).  The Consulting Agreements provide for Messrs. Brown and
McIntire  to  serve  the  Registrant,  as  consultants,  for a  two-year  period
commencing June 21, 2000, in  consideration  of $40,000 annually plus a bonus in
the form of stock options that is dependent on the consultant's  contribution to
the operating profits of the Registrant.  The maximum bonus that may be received
by each is options to purchase 50,000 shares of Registrant's  Common Stock at an
exercise  price  of $3  per  share.  Registrant  is  also  obligated  to  pay an
additional bonus in connection with acquisitions negotiated by the consultant on
behalf of the Registrant under certain circumstances.  The Consulting Agreements
contain certain  non-competition  provisions for a period of one-year  following
termination of such Agreements.

     Pursuant to a Lock-Up Agreement executed on the Closing Date, Seller agreed
that the Share  Consideration  may not be sold  until the first  anniversary  of
issuance; 50% of the Share Consideration may be sold at any time after the first
anniversary  of the  date of  their  issuance;  and  the  balance  of the  Share
Consideration  may be sold at any time  after 18 months  after the date of their
issuance,  in each case subject to Rule 144 under the Securities Act of 1933, as
amended.

     Pursuant  to the  Agreement,  Seller and the  Shareholders  have  agreed to
certain  non-competition  provisions  for a period  of two years  following  the
Closing Date.


Item 7. Financial Statements and Exhibits.

(a)  Financial statements of business acquired.

     The required financial  information for the business acquired will be filed
under  cover of Form 8 within 60 days of the date this Form 8-K was  required to
be filed.

(b)  Pro forma financial information.

     The required pro forma financial  information  will be filed under cover of
Form 8 within 60 days of the date this Form 8-K was required to be filed.

(c)  Exhibits.

          10.1 Asset  Purchase  Agreement  dated June 20,  2000 among  Frontline
     Communications  Corp.,  DelaNET,  Inc.,  Michael Brown and Donald McIntire.
     Schedules and  attachments  are listed in the Exhibit Index to this Report.
     All Schedules and Exhibits I, J, K and L and have been omitted  pursuant to
     Item 601(b)(2) of Regulation S-B.

          10.2  Pledge  and  Security  Agreement  dated  June 20,  2000  made by
     Frontline Communications Corp.





          10.3   Escrow   Agreement   dated  June  20,   2000  among   Frontline
     Communications Corp., DelaNET, Inc. and Richards, Layton & Finger, P.A.

          10.4  Lock-Up   Agreement  dated  June  20,  2000  between   Frontline
     Communications Corp. and DelaNET, Inc.

          10.5 Convertible Promissory Note dated June 20, 2000 made by Frontline
     Communications Corp.

          10.6  Consulting   Agreement  dated  June  20,  2000  among  Frontline
     Communications Corp., Michael Brown and Environmental Energy Services Corp.

          10.7  Consulting   Agreement  dated  June  20,  2000  among  Frontline
     Communications Corp., Donald McIntire and DMAC Engineering

          10.8 Registration Rights Agreement dated June 20, 2000 among Frontline
     Communications Corp., DelaNET, Inc. and the stockholders of DelaNET, Inc.

          10.9  Closing  Side  Letter  dated  June 20,  2000  between  Frontline
     Communications Corp. and DelaNET, Inc.



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                        FRONTLINE COMMUNICATIONS CORP.
                                        (Registrant)

Dated:  July 5, 2000                    By:  /s/ Stephen J. Cole-Hatchard
                                             ----------------------------
                                             Stephen J. Cole-Hatchard
                                             Chief Executive Officer,
                                             President and Director






                                  EXHIBIT INDEX

Exhibit   Description
-------   -----------
10.1      Asset  Purchase   Agreement   dated  June  20,  2000  among  Frontline
          Communications  Corp.,   DelaNET,   Inc.,  Michael  Brown  and  Donald
          McIntire.

          List of Omitted Exhibits and Schedules

          Schedule 1.1        Permitted Liens
          Schedule 1.2        Equipment
          Schedule 1.3        Assumed Liabilities
          Schedule 1.4        Allocation of Purchase Price
          Schedule 1.7        Accounts Payable
          Schedule 3.4        Consents
          Schedule 3.6        Accounts and Notes Receivable
          Schedule 3.7        Absence of Changes
          Schedule 3.8        Litigation
          Schedule 3.10(a)    Real Property
          Schedule 3.10(b)    Personal Property
          Schedule 3.11       Intangibles/Inventions
          Schedule 3.12       Domain Names
          Schedule 3.13       Systems and Software
          Schedule 3.14       Certain Business Matters
          Schedule 3.15       Approvals/Consents
          Schedule 3.16       Suppliers
          Schedule 3.17       Certain Contracts
          Schedule 3.18       Guarantees
          Schedule 3.19       Insurance
          Schedule 3.20       Banks/Powers of Attorney
          Schedule 3.21       Employee Arrangements
          Schedule 3.25       Taxes
          Schedule 6.4        Transition Employees
          Exhibit A           Consulting Agreements
          Exhibit B           Escrow Agreement
          Exhibit C           Lock-Up Agreement
          Exhibit D           Convertible Promissory Note
          Exhibit E           Consulting Agreement - Brown
          Exhibit F           Consulting Agreement - McIntire
          Exhibit G           Registration Rights Agreement
          Exhibit H           Closing Side Letter
          Exhibit I           Legal Opinion of Richards , Layton & Finger
          Exhibit J           Bill of Sale and Assignment
          Exhibit K           Seller's Certified Customer Count
          Exhibit L           Transition Employee Agreement





10.2      Pledge and  Security  Agreement  dated June 20, 2000 made by Frontline
          Communications Corp.

10.3      Escrow  Agreement dated June 20, 2000 among  Frontline  Communications
          Corp., DelaNET, Inc. and Richards, Layton & Finger, P.A.

10.4      Lock-Up Agreement dated June 20, 2000 between Frontline Communications
          Corp. and DelaNET, Inc.

10.5      Convertible  Promissory  Note  dated June 20,  2000 made by  Frontline
          Communications Corp.

10.6      Consulting   Agreement   dated   June   20,   2000   among   Frontline
          Communications  Corp., Michael Brown and Environmental Energy Services
          Corp.

10.7      Consulting   Agreement   dated   June   20,   2000   among   Frontline
          Communications Corp., Donald McIntire and DMAC Engineering

10.8      Registration  Rights  Agreement  dated June 20,  2000 among  Frontline
          Communications  Corp.,  DelaNET, Inc. and the stockholders of DelaNET,
          Inc.

10.9      Closing   Side   Letter   dated  June  20,  2000   between   Frontline
          Communications Corp. and DelaNET, Inc.







                            ASSET PURCHASE AGREEMENT

     AGREEMENT  dated  as of June  20,  2000  (the  "Agreement"),  by and  among
Frontline Communications Corp. a Delaware corporation,  having an address at One
Blue Hill Plaza, Suite 1548, Pearl River, New York ("Purchaser"); DelaNET, Inc.,
a Delaware  corporation,  with a  principal  place of  business  at 262  Quigley
Boulevard,  New Castle  Delaware,  19720  ("Seller");  Michael  Brown,  a 45.05%
shareholder in Seller with an address at 2 Misty Court,  Newark,  Delaware 19702
and  Donald  McIntire,  a 45.05%  shareholder  in Seller  with an address at 432
Hickory  Ave.,  Carney's  Point,  New  Jersey  08069  (Brown  and  McIntire  are
collectively referred to herein as the "Shareholders").

                              W I T N E S S E T H :
                              - - - - - - - - - - 

          WHEREAS,  Seller is in the business of, inter alia, providing dial-up,
leased-line  access,  DSL, wireless access, web hosting services and co-location
space to  individuals  and  businesses  in the states of  Delaware,  New Jersey,
Pennsylvania and Maryland (the "Business"); and

          WHEREAS,  Seller wishes to sell to Purchaser,  and Purchaser wishes to
purchase from Seller,  all of the Business and assets of Seller,  upon the terms
and subject to the conditions set forth herein.

          NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
covenants and  agreements  herein
  contained,  and intending to be legally bound
hereby, the parties hereto do hereby agree as follows:

     1. Purchase and Sale.

          1.1. Purchase and Sale Agreement.  Subject to the terms and conditions
     set  forth in this  Agreement  and in  reliance  upon the  representations,
     warranties,  covenants and conditions herein contained, on the Closing Date
     (as  defined  in  Section 2 hereof)  Seller  shall  sell,  convey,  assign,
     transfer and deliver to Purchaser and Purchaser  shall purchase from Seller
     the Assets (as  defined in Section 1.2  hereof),  free and clear of any and
     all liens,  claims,  security interests,  pledges,  mortgages,  charges and
     encumbrances  of any  nature  whatsoever  other  than  those  reflected  on
     Schedule 1.1.

          1.2. Purchased Assets. As used in this Agreement,  the term "Purchased
     Assets" shall mean all of the properties and assets listed in Schedule 1.2,
     which are owned by the Seller or otherwise employed,  used or available for
     use in the Business, real and personal,  tangible and intangible,  of every
     kind and nature, wherever located,  including:  1) all assets,  trademarks,
     trade names, service marks, patents, contracts and other similar rights; 2)
     all dial-up,  corporate and similar accounts (including approximately 9,300
     internet  service  subscribers,  and a current  annualized  revenue base of
     approximately  $1.93  Million);  3) all other customer and client bases; 4)
     all rights and  interest to all  potential  and actual  future  dial-up and
     dedicated subscribers, including those contacting Seller for the purpose of
     obtaining  dial-up  Internet  access,  web development and hosting;  5) all
     hardware and equipment  (including but not limited to routers,  servers and
     modems), software and related assets, including e-mail servers, systems and





     addresses;  6) all web servers,  systems and  addresses;  7) all  telephone
     numbers, services,  contracts and leases; 8) all rights and interest in all
     current  marketing  and  advertising  contracts,   materials  and  efforts,
     including but not limited to the current  telephone yellow page ads; 9) all
     rights to Seller's name and logos;  10) the domain name  "delanet.com"  and
     any other domain names registered to the Seller; 11) all accounts and notes
     receivable, cash and cash equivalents;  12) two year non-compete agreements
     entered into by the  Shareholders  and the Seller,  as set forth in Section
     6.2;  and  13)  two  year  consulting   agreements   entered  into  by  the
     Shareholders, as set forth in Exhibit A.

          1.3.  Assumed  Liabilities.  Subject to the terms and  conditions  set
     forth  in  this  Agreement  and  in  reliance  upon  the   representations,
     warranties,  covenants and conditions herein contained, on the Closing Date
     (as defined in Section 2 below),  Purchaser  shall  assume,  and shall only
     assume  Seller's  obligations  which  are set  forth on  Schedule  1.3 (the
     "Assumed Liabilities");  provided, however, that anything in this Agreement
     contained to the contrary  notwithstanding,  liabilities and obligations of
     Seller,  the  existence  of  which  constitutes  a  breach  of  any  of the
     representations  or warranties  made by Seller in this  Agreement or in any
     document delivered by it pursuant hereto,  including,  without  limitation,
     any  liability for income or other taxes,  penalties and interest  thereon,
     accrued or assessed against the Seller by any governmental  authority prior
     the Closing Date, shall not constitute Assumed Liabilities. All liabilities
     which are not included among the Assumed  Liabilities are deemed  "Retained
     Liabilities".  As of the Closing Date, the Assumed  Liabilities  should not
     exceed the total tangible assets as set forth in Schedule 1.2.

          1.4. Consideration. Subject to Section 1.5 below, the consideration to
     be paid by Purchaser to Seller for the Assets will be Three  Million  Fifty
     Thousand Dollars ($3,050,000) (the "Purchase Price") to be paid as follows:

          a.   One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000)
               cash shall be paid to Seller on the Closing  Date in  immediately
               available funds (the "Cash Consideration"), plus an additional;

          b.   Two Hundred Fifty  Thousand  Dollars  ($250,000)  cash,  shall be
               placed in escrow on the Closing Date (the "Escrowed  Amount") and
               distributed  in  accordance  with the Escrow  Agreement  attached
               hereto as Exhibit B;

          c.   Two  Hundred   Thousand   (200,000)  shares  of  the  Purchaser's
               unregistered  Common Stock, par value $0.01 per share (the "Share
               Consideration")  valued (solely for the purposes of determination
               of the  amount of the Note,  as  defined  below)  based  upon the
               average  closing  bid price as  reported  by the  American  Stock
               Exchange  for the twenty (20)  trading  days prior to the Closing
               Date. The Share Consideration shall be subject to certain lock-up
               limitations as set forth in the Lock-Up  Agreement annexed hereto
               as Exhibit C.

          d.   The  remainder of the Purchase  Price (i.e.,  the Purchase  Price
               less the Cash  Consideration  less the  Escrowed  Amount less the
               value  of the  Share  Consideration  at  Closing)  shall  be paid
               pursuant  to the  terms  of the  convertible  note  (the  "Note")
               annexed hereto as Exhibit D.

          e.   The  Purchase  Price shall be  allocated as set forth in Schedule
               1.4.


                                       2





          1.5. Purchase Price Adjustment.  The Escrowed Amount shall be adjusted
     in accordance  with the Escrow  Agreement  attached hereto as Exhibit B. To
     the extent that on the ninetieth (90th) day following the Closing Date (the
     "Transition  Period")  the number of internet  service  subscribers  of the
     Seller is less than 9,250 (the "Customer  Shortfall")  (including,  for the
     purposes of this Section 1.5, any subscriber whose service is provided on a
     complimentary basis), the Escrowed Amount shall be reduced by $150 for each
     internet   service   subscriber   less  than  9,250  (the  "Purchase  Price
     Adjustment").  Purchaser  agrees  not to raise  customer  rates  during the
     Transition  Period.  For the  purpose of this  Section  1.5,  an  "Internet
     Service  Subscriber"  shall be defined for the purposes of this Section 1.5
     as each service billed for by Seller to a customer, including, for purposes
     of  illustration  only,  dial up access;  domain e-mail (to the extent that
     Seller currently bills for such services); web site hosting; dedicated line
     services;  and  Real  Audio  accounts.  It is  recognized  that  individual
     customers may purchase more than one of such  services,  in which case such
     customer  shall be counted for  purposes of this  Agreement  and the Escrow
     Agreement as more than one "Internet Service Subscriber."

               Any Escrowed Amount pursuant to paragraph  I.4(b) above remaining
          on the  91st day  following  the  Closing  Date  shall be  immediately
          delivered  to the  Seller in  accordance  with the terms of the Escrow
          Agreement.  To the extent the aggregate  Purchase Price  Adjustment as
          determined  above exceeds the Escrowed  Amount,  the excess amount due
          shall be  delivered  by the  Seller to the  Purchaser  on the 91st day
          following the Closing Date.

          1.6.  Pre-Paid  Accounts.  Purchaser  agrees  to accept  the  Seller's
     pre-paid accounts as of the Closing Date.

          1.7.  Accounts  Payable.  As of the Closing Date,  the total  accounts
     payable to be assumed by the Purchaser  (the  "Accounts  Payable"),  as set
     forth on Schedule 1.7, shall not exceed $646,930.23 The parties acknowledge
     that the  Accounts  Payable  set  forth on  Schedule  1.7  include  certain
     disputed  invoices in the amount of  $223,302.00,  as indicated on Schedule
     1.7. The Shareholders agree, subsequent to the Closing Date, to continue to
     dispute such invoices in an attempt to reduce the Accounts  Payable,  which
     savings shall inure to the benefit of the Purchaser.

     2. The  Closing.  The  closing  of the  transactions  contemplated  by this
Agreement  will  take  place  at  the  offices  of  the  Purchaser  as  soon  as
practicable,  but in no event later than June 20, 2000 (the  "Closing  Date") or
such later date as shall be agreed to by the parties.

          2.1. Deliveries by Purchaser at the Closing. At the Closing, Purchaser
     shall deliver the following:

               (a) copies of  resolutions  adopted by the Board of  Directors of
          Purchaser  authorizing  Purchaser to execute and deliver the Purchaser
          Documents  (defined  in Section 4.2 hereof) to which it is a party and
          to perform its obligations  thereunder,  upon the terms and subject to
          the conditions set forth therein, which shall be duly certified by the
          Secretary or Assistant Secretary of Purchaser;


                                       3





               (b)  certificate  of the  Secretary  or  Assistant  Secretary  of
          Purchaser  certifying  as to (i) the  performance  of the  Purchaser's
          obligations  hereunder  and under the  Purchaser  Documents;  (ii) the
          accuracy of the Purchaser's  representations and warranties  hereunder
          and under  the  Purchaser  Documents  and  (iii)  the  incumbency  and
          specimen  signatures  of  the  officers  of  Purchaser  executing  the
          Purchaser Documents on behalf of such corporation;

               (c) the Cash Consideration as set forth in Section 1.4(a);

               (d) $250,000 in immediately  available  funds to the escrow agent
          under the Escrow Agreement;

               (e) 200,000 duly  authorized  issued shares of Common Stock,  par
          value $.01, of Purchaser;

               (f) the Note as set forth in Section 1.4(c);

               (g) two year Consulting  Agreements  between  Purchaser and Brown
          and McIntire (the "Consulting Agreements"), in the form annexed hereto
          as Exhibits E and F;

               (h) Escrow Agreement in the form annexed hereto as Exhibit B;

               (i) A Registration Rights Agreement in the form annexed hereto as
          Exhibit G; and

               (j) Closing  Side  Letter  relating  to bank  account  access and
          collection  of  accounts  receivable  in the form  annexed  hereto  as
          Exhibit H.

          2.2. Deliveries by Seller at the Closing. At the Closing, Seller shall
     deliver to Purchaser, the following:

               (a)  Copies of  resolutions  adopted  by the  Seller  authorizing
          Seller to execute and deliver the Seller Documents (defined in section
          3.3  hereof)  to which it is a party and to  perform  its  obligations
          thereunder,  upon the terms and  subject to the  conditions  set forth
          therein,  duly  certified by the  Secretary or Assistant  Secretary of
          Seller;

               (b) Certificate of the Secretary or Assistant Secretary of Seller
          certifying  as to (i)  the  performance  of the  Seller's  obligations
          hereunder  and under the Seller  Documents;  (ii) the  accuracy of the
          Seller's representations and warranties hereunder and under the Seller
          Documents  and (iii) the  incumbency  and specimen  signatures  of the
          officers of Seller  executing  the Seller  Documents on behalf of such
          corporation;

               (c) Legal  opinion  of  Richards,  Layton & Finger,  counsel  for
          Seller in the form and substance attached hereto as Exhibit I;


                                       4





               (d) Duly  executed  "Registrant  Name  Change  Agreement  Version
          3.0-Transfers"  with proof of submission to Network  Solutions,  Inc.,
          authorizing  the transfer of domain name(s) set forth in Schedule 3.12
          to Purchaser;

               (e) Bill of Sale and  Assignment  pursuant  to Section 6.7 in the
          form attached hereto as Exhibit J;

               (f) A current  customer count certified as accurate by the Seller
          in the form attached hereto as Exhibit K;

               (g) Duly executed  Lock-Up  Agreements on behalf of the Seller in
          the form attached hereto as Exhibit C; and

               (h)  Documentation  sufficient  to  transfer  authority  and  all
          control of Seller's bank account(s) to Purchaser.

          2.3.  Other  Deliveries.  In addition,  the parties  shall execute and
     deliver such other  documents as may be required by this  Agreement  and as
     either of them or their respective  counsel may reasonably require in order
     to document and carry out the transactions contemplated by this Agreement.

     3.  Representations  and Warranties as to Seller.  Seller and  Shareholders
each represent and warrant to Purchaser as follows:

          3.1.  Organization,  Standing and Power.  Seller is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     state of  Delaware,  with full power and  authority  to (i) own,  lease and
     operate its properties,  (ii) carry on the Business as currently  conducted
     by it and (iii) execute and deliver,  and perform under this  Agreement and
     each other  agreement  and  instrument  to be executed and  delivered by it
     pursuant  hereto.  There  are no  states  or  jurisdictions  in  which  the
     character and location of any of the properties  owned or leased by Seller,
     or the conduct of the Business  makes it necessary for Seller to qualify to
     do business as a foreign  entity except where such failure to qualify would
     not, in the aggregate, have a material adverse effect on the Business.

          3.2.  Interests  in Other  Entities.  There are no direct or  indirect
     subsidiaries of Seller.

          3.3. Authority. The execution and delivery by Seller of this Agreement
     and of all of  the  agreements  to be  executed  and  delivered  by  Seller
     pursuant hereto (collectively,  the "Seller Documents"), the performance by
     Seller of its obligations hereunder and thereunder, and the consummation of
     the  transactions  contemplated  hereby  and  thereby,  have  been duly and
     validly authorized by all necessary action on the part of Seller and Seller
     has all necessary power and corporate authority with respect thereto.  This
     Agreement   is,  and  when   executed  and  delivered  by  Seller  and  the
     Shareholders,  and each of the other  agreements  to be  delivered  by them
     pursuant  hereto will be, the valid and binding  obligations  of the Seller
     and the  Shareholders,  in accordance with their respective terms except as
     the  same  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
     moratorium or other laws  affecting  the rights of creditors  generally and


                                       5





     subject to the rules of law  governing  (and all  limitations  on) specific
     performance, injunctive relief, and other equitable remedies.

          3.4. Noncontravention.  Except as provided in Schedule 3.4 to the best
     of the Seller's knowledge,  neither the execution and delivery by Seller of
     this  Agreement  or of  any  other  Seller  Documents  to be  executed  and
     delivered  by  them,  nor  the  consummation  of any  of  the  transactions
     contemplated hereby or thereby, nor the performance by them of any of their
     obligations hereunder or thereunder, will (nor with the giving of notice or
     the lapse of time or both  would) (a) give rise to a default,  or any right
     of termination,  cancellation or acceleration,  or otherwise be in conflict
     with or result in a loss of  contractual  benefits to Seller,  under any of
     the terms, conditions or provisions of any note, bond, mortgage, indenture,
     license, agreement or other instrument or obligation to which it is a party
     or by which it may be  bound,  or  except  as set  forth in  Schedule  3.4,
     require  any  consent,  approval  or  notice  under  the  terms of any such
     document or instrument, or (b) violate any order, writ, injunction, decree,
     law,  statute,  rule or regulation of any court or  governmental  authority
     which is applicable to Seller,  or (c) result in the creation or imposition
     of any lien, adverse claim, restriction,  charge or encumbrance upon any of
     the Purchased Assets,  or (d) interfere with or otherwise  adversely affect
     the ability of Purchaser to carry on the Business after the Closing Date on
     substantially  the same basis as is now  conducted by Seller  except as the
     same would not, in the  aggregate,  have a material  adverse  effect on the
     Business.  To the best of  Seller's  knowledge,  no  consent,  approval  or
     authorization   of,  or  declaration,   filing  or  registration  with  any
     government  or  regulatory  authority is required to be made or obtained in
     order to permit the execution, delivery or performance of this Agreement by
     the Seller or the  consummation  of the  transactions  contemplated by this
     Agreement.

          3.5.  Absence  of  Undisclosed  Liabilities.  Except  as  provided  in
     Schedule 3.5,  Seller has no material  liabilities  or  obligations  of any
     nature  whatsoever,   whether  accrued,   matured,   unmatured,   absolute,
     contingent, direct or indirect or otherwise, which have not been (a) in the
     case of liabilities  and obligations of a type  customarily  reflected on a
     corporate balance sheet, prepared in accordance with GAAP, set forth on the
     balance sheet dated March 31, 2000, or (b) incurred in the ordinary  course
     of  business  since  March 31,  2000,  or (c) in the case of other types of
     liabilities and  obligations,  expressly  described in Schedule 1.3, or (d)
     incurred, consistent with past practice, in the ordinary course of business
     of Seller (in the case of liabilities  and obligations of the type referred
     to in clause (a) above).

          3.6. Accounts and Notes Receivable. To the best of Seller's knowledge,
     the  accounts and notes  receivable  set forth on Schedule 3.6 are good and
     collectible  in the ordinary  course of business at the aggregate  recorded
     amounts thereof,  less the respective amount of the allowances for doubtful
     accounts  receivable,  if any,  reflected  thereon,  and are not subject to
     offsets  other  than in the  ordinary  course of  business.  To the best of
     Seller's  knowledge,  the  accounts  receivable  of Seller which were added
     after March 31, 2000, are good and  collectible  in the ordinary  course of
     business,   less  the  amount  of  the   allowance(s)  for  doubtful  notes
     receivable, if any, reflected thereon (which allowances were established on
     a basis  consistent  with prior  practice),  and are not subject to offsets
     other  than in the  ordinary  course of  business.  The  intangible  assets
     reflected on the balance  sheet dated March 31, 2000 and  thereafter  added
     consist of items which have 


                                       6





     been written down to net realizable value or adequately reserved against on
     the books and records of Seller. For purposes hereof,  subscriber  accounts
     are not deemed to be intangible assets.

          3.7.  Absence of Changes.  Except as provided in Schedule  3.7,  since
     March 31, 2000,  there have not been (a) any adverse  change (other than in
     the ordinary course of business) in the condition (financial or otherwise),
     assets,  liabilities,  business,  results  of  operations  or cash flows of
     Seller (including,  without  limitation,  any such adverse change resulting
     from damage,  destruction or other casualty loss, whether or not covered by
     insurance),  (b) any waivers by Seller of any right, or cancellation of any
     debt or claim,  of substantial  value, or (c) any changes in the accounting
     principles or methods which are utilized by Seller which, in the aggregate,
     would have a material adverse effect on the Business.

          3.8.  Litigation.  Except as set forth in Schedule  3.8,  there are no
     claims,   suits  or  actions,  or  administrative,   arbitration  or  other
     proceedings  or  governmental  investigations,  pending  or,  to  the  best
     knowledge of Seller,  threatened,  against or relating to Seller (solely as
     it may relate to the Business), the transactions contemplated hereby or any
     of the Purchased  Assets.  Except as provided in Schedule 3.8, there are no
     judgments, orders, stipulations,  injunctions,  decrees or awards in effect
     which relate to Seller, this Agreement, the transactions contemplated,  the
     Business  or any of the  Purchased  Assets,  the  effect of which is (a) to
     materially  limit,  restrict,  regulate,  enjoin or prohibit  any  business
     practice  of  Seller  in any  area,  or the  acquisition  by  Seller of any
     properties,  assets or businesses,  or (b) otherwise  materially adverse to
     the Business or any of the Purchased Assets.

          3.9.  No  Violation  of Law.  To the best of the  Seller's  knowledge,
     Seller has not engaged and is not  engaging in any  activity or omitting to
     take any action as a result of which it is in violation  of any law,  rule,
     regulation,  zoning  or other  ordinance,  statute,  order,  injunction  or
     decree,   or  any  other  requirement  of  any  court  or  governmental  or
     administrative body or agency, applicable to Seller, the Business or any of
     the Purchased Assets that would, in the aggregate,  have a material adverse
     effect on the Business.

          3.10.  Properties.  All structures and equipment which are utilized in
     the Business, and are material to the condition (financial or otherwise) of
     Seller  are owned or leased by Seller and are in good  operating  condition
     and repair (ordinary wear and tear excepted), and are adequate and suitable
     for the purposes for which they are used.  Schedule  3.10(a) sets forth all
     real  property  which is owned,  leased  (whether  as lessor or  lessee) or
     subject to contract or commitment of purchase or sale or lease  (whether as
     lessor or lessee) by Seller,  or which is subject to a title  retention  or
     conditional sales agreement or other security device. Schedule 3.10(b) sets
     forth all tangible  personal  property which is owned,  leased  (whether as
     lessor or lessee) or subject to contract or  commitment of purchase or sale
     or lease (whether as lessor or lessee) by Seller.

          3.11.  Intangibles/Inventions.  Schedule 3.11 identifies (by a summary
     description) the Intangibles (as defined below) the ownership  thereof and,
     if applicable,  Seller's  authority for use of the same,  which Schedule is
     complete  and correct and  encompasses:  (A) all United  States and foreign
     patents,  trademark  and trade  name  


                                       7





     registrations,  trademarks  and trade  names,  brandmarks  and  brand  name
     registrations,  servicemarks and servicemark  registrations,  assumed names
     and  copyrights and copyright  registrations,  owned in whole or in part or
     used by Seller, and all applications therefor (collectively,  the "Marks"),
     (B)  all  inventions,  discoveries,   improvements,   processes,  formulae,
     technology,   know-how,   processes   and  other   intellectual   property,
     proprietary   rights   and  trade   secrets   relating   to  the   Business
     (collectively,  the "Inventions") and (C) all licenses and other agreements
     to which  Seller is a party or  otherwise  bound which relate to any of the
     Intangibles  or the  Inventions or Seller's use thereof in connection  with
     the Business (collectively, the "Licenses", and together with the Marks and
     the Inventions,  the "Intangibles").  To the best of Seller's knowledge, no
     violations of the terms of any of the aforesaid  licenses and/or agreements
     have occurred.  Except as disclosed on Schedule 3.11, (A) Seller owns or is
     authorized to use in connection  with the Business all of the  Intangibles;
     (B) no  proceedings  have  been  instituted,  are  pending,  or to the best
     knowledge of the  Shareholers,  is threatened which challenge the rights of
     Seller with  respect to the  Intangibles  or its use thereof in  connection
     with the Business and/or the Purchased  Assets or the validity thereof and,
     there is no valid  basis for any such  proceedings  except as would not, in
     the aggregate,  have a material adverse effect on the Business; (C) neither
     Seller's  ownership of the  Intangibles nor their use thereof in connection
     with the Business  and/or the  Purchased  Assets  violates,  to the best of
     Shareholders' knowledge, any laws, statutes,  ordinances or regulations, or
     has at any time  infringed  upon or  violated  any rights of others,  or is
     being  infringed by others  except as would not, in the  aggregate,  have a
     material adverse effect on the Business;  (D) none of the  Intangibles,  or
     Seller's use thereof in connection  with the Business  and/or the Purchased
     Assets is subject to any outstanding order, decree,  judgment,  stipulation
     or any lien, security interest or other encumbrance except as would not, in
     the  aggregate,  have a material  adverse  effect on the Business;  and (E)
     Seller has not  granted  any  license to third  parties  with regard to its
     Intangibles.

          3.12.  Domain  Names.  Schedule  3.12 sets forth each and every domain
     name  registered  to the Seller and utilized by the Seller in the operation
     of the Business.  Except as set forth as Schedule 3.12,  there are no other
     domain names utilized by Seller .

          3.13.  Systems  and  Software.  Seller  owns or has the  right  to use
     pursuant  to lease,  license,  sublicense,  agreement,  or  permission  all
     computer  hardware,  software and  information  systems  necessary  for the
     operation of the businesses of Seller as presently conducted (collectively,
     "Systems").  Except as set forth in Schedule  3.13, to the best of Seller's
     knowledge,  each System  owned or used by Seller  immediately  prior to the
     Closing  Date  will be  owned  or  available  for use by  Purchaser  or its
     subsidiaries  on identical terms and conditions  immediately  subsequent to
     the Closing  Date.  With  respect to each System owned by a third party and
     used by Seller or its subsidiaries pursuant to lease, license,  sublicense,
     agreement or permission,  to the best of Seller's  knowledge (a) the lease,
     license, sublicense,  agreement or permission covering the System is legal,
     valid, binding,  enforceable,  and in full force and effect; (b) the lease,
     license,  sublicense,  agreement or  permission  will continue to be legal,
     valid,  binding,  enforceable,  and in full force and  effect on  identical
     terms following the Closing Date; (c) no party to any such lease,  license,
     sublicense,  agreement or permission is in material breach or default,  and
     no event has occurred which with notice or lapse of time would constitute a
     material  breach  or  default,  and  permit  termination,  modification  or
     acceleration  thereunder;   (d)  no  


                                       8





     party to any such lease, license,  sublicense,  agreement or permission has
     repudiated  any  provision   thereof;   (e)  Seller  has  not  granted  any
     sublicense,  sublease  or  similar  right with  respect to any such  lease,
     license,  sublicense,   agreement  or  permission;  (f)  Seller's  use  and
     continued  use of such  Systems  does  not and  will  not  interfere  with,
     infringe  upon,  misappropriate,  or otherwise come into conflict with, any
     intellectual  property rights of third parties as a result of the continued
     operation of the Business,  except as would not, in the  aggregate,  have a
     material adverse effect on the Business.

          3.14.  Certain  Business  Matters.  Except as is set forth in Schedule
     3.14, (a) Seller is not a party to or bound by any agreement  which relates
     to the sale or  distribution  of any of the  products  and  services of the
     Business,  (b) Seller has no sole-source  supplier of significant  goods or
     services (other than utilities) with respect to which practical alternative
     sources are not available on comparable terms and conditions, (c) there are
     no  pending  or, to the best  knowledge  of the  Seller,  threatened  labor
     negotiations,  work stoppages or work slowdowns  involving or affecting the
     Business,  and no union  representation  questions  exist, and there are no
     organizing  activities,  in respect of any of the employees of Seller,  (d)
     the product and service  warranties given by Seller or by which it is bound
     (complete and correct copies or  descriptions of which have heretofore been
     delivered by Seller to Purchaser)  entail no greater  obligations  than are
     customary  in  the  Business,  (e)  other  than  as  contemplated  by  this
     Agreement,  Seller is not a party to or bound by any agreement which limits
     its freedom to compete in any line of business or with any person, or which
     is  otherwise   materially   burdensome  to  Seller,  and  (f)  other  than
     contemplated  by this  Agreement,  Seller is not a party to or bound by any
     agreement in which any officer,  director or  stockholder of Seller (or any
     affiliate  of any such  person) has, or had when made, a direct or indirect
     material interest.

          3.15. Approvals/Consents. To the best of Seller's knowledge, except as
     set forth on Schedule 3.15,  Seller  currently holds all  governmental  and
     administrative  consents,  permits,   appointments,   approvals,  licenses,
     certificates  and  franchises  which are necessary for the operation of the
     Business,  all of which are in full force and  effect and are  transferable
     pursuant to the transaction  contemplated hereby without the payment of any
     penalty or the incurrence of any additional  debt,  liability or obligation
     of any  nature  whatsoever  or the change of any term.  Schedule  3.15 is a
     complete  and  correct  list of all such  governmental  and  administrative
     consents,  permits,  appointments,  approvals,  licenses,  certificates and
     franchises.

          3.16.  Suppliers.  Schedule  3.16 sets forth all suppliers and vendors
     whose  services are necessary to the  continued  operation of the Business.
     Seller does not have any reason to believe that the  suppliers set forth in
     Schedule 3.16 will not continue to provide service to Purchaser on the same
     terms and conditions subsequent to the Closing Date.

          3.17. Certain Contracts.  Schedule 3.17 is a complete and correct list
     of all contracts,  commitments,  indentures,  mortgages, guarantees, debts,
     obligations,  agreements and understandings which relate to the Business to
     which the Seller is a party or otherwise bound, not otherwise listed on any
     other schedule  hereto.  Complete and correct copies of all such contracts,
     commitments,   indentures,   mortgages,   guarantees,  debts,  obligations,
     agreements and undertakings have been furnished by the Seller to 


                                       9





     Purchaser,  and except as expressly stated on Schedule 3.17, to the best of
     Seller's knowledge, (1) each of them is in full force and effect, no person
     or  entity  which is a party  thereto  or  otherwise  bound  thereby  is in
     material default  thereunder,  and no event,  occurrence,  condition or act
     exists  which does (or which with the giving of notice or the lapse of time
     or both  would) give rise to a material  default or right of  cancellation,
     acceleration or loss of contractual benefits thereunder; (2) there has been
     no threatened  cancellations  thereof,  there are no  outstanding  disputes
     thereunder and all amounts due thereunder  have been paid in full as of the
     Closing Date; (3) none of them is materially  burdensome to the Seller; and
     (4) except as set forth on Schedule 3.17, each of them is fully  assignable
     without the consent,  approval, order or any waiver by, or any other action
     of or with any  individual  or  individuals,  without  the  payment  of any
     penalty,  the incurrence of any additional debt, liability or obligation of
     any nature  whatsoever  or the change of any term.  To the best of Seller's
     knowledge, none of the material provisions of such contracts,  commitments,
     indentures,  mortgages,  guarantees,  debts,  obligations,  agreements  and
     understandings  violates any existing  applicable  law,  rule,  regulation,
     judgment,  order or  decree  of any  governmental  agency  or court  having
     jurisdiction  over the Seller,  the Business or the Purchased  Assets which
     would, in the aggregate, have a material adverse effect on the Business.

          3.18. Guarantees. Schedule 3.18 hereto is a complete and accurate list
     and summary  description  of all  written  guarantees  currently  in effect
     heretofore issued by any of the Shareholders to any bank or other lender in
     connection  with any credit  extended  by such  creditors  to the Seller or
     issued  by the  Shareholders  in  connection  with any other  contracts  or
     agreements,  including  the name of such  creditor  and the  amount  of the
     indebtedness, together with any interest and fees currently owing.

          3.19.  Insurance.  Schedule  3.19 is a complete  and correct  list and
     summary  description of all contracts and policies of insurance relating to
     any of the  Purchased  Assets  or the  Business,  in  which  Seller  or any
     Shareholder is an insured party,  beneficiary or loss payable payee. To the
     best of Seller's  knowledge,  such policies are in full force and effect as
     of the date hereof,  and shall remain in effect  through the Closing  Date,
     all premiums due and payable with respect  thereto have been paid as of the
     Closing  Date,  and no  notice  of  cancellation  or  termination  has been
     received by Seller with respect to any such policy.

          3.20.  Banks;  Powers of  Attorney.  Schedule  3.20 is a complete  and
     correct  list  showing  (a) the names of each bank in which  Seller  has an
     account or safe deposit box and the names of all persons authorized to draw
     thereon or who have access  thereto,  and (b) the names of all persons,  if
     any, holding powers of attorney from Seller.

          3.21.  Employee  Arrangements.  To the  best  of  Seller's  knowledge,
     Schedule 3.21 is a complete and correct list and summary description of all
     current  employees of Seller  engaged in the Business,  together with title
     and salary  information.  Except as disclosed in Schedule 3.21, to the best
     of  Seller's  knowledge,  there are no (a)  union,  collective  bargaining,
     employment,  management,  termination  and  consulting  agreements to which
     Seller  is  a  party  or  otherwise  bound;  (b)  compensation   plans  and
     arrangements;   bonus  and  incentive  plans  and  arrangements;   deferred
     compensation  


                                       10





     plans and  arrangements;  pension and  retirement  plans and  arrangements;
     profit-sharing and thrift plans and arrangements;  stock purchase and stock
     option plans and  arrangements;  hospitalization  and other life, health or
     disability  insurance  or  reimbursement  programs;  holiday,  sick  leave,
     severance,  vacation,  tuition  reimbursement,  personal  loan and  product
     purchase  discount  policies  and  arrangements;  or  (c)  other  plans  or
     arrangements  providing  for  benefits for  employees of Seller.  As of the
     Closing Date, all outstanding  obligations to Seller  employees,  including
     without  limitation  payment for unused  vacation,  sick or personal  time,
     bonuses,  salaries,  stock  options,  have  been  satisfied  in full by the
     Seller.

          3.22.  ERISA.  Seller  neither  maintains  nor,  to  the  best  of its
     knowledge, is obligated to contribute to an "employee pension benefit plan"
     ("Seller  Pension  Plan"),  as such term is defined in Section  3(2) of the
     Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  or
     Seller's  "welfare  benefit  plan"  (collectively  called  "Seller  Welfare
     Plans") as such term is defined in Section 3(1) of ERISA.

          3.23.  Environmental Matters.  Seller has obtained and, to the best of
     its  knowledge,  is in  compliance  with the  terms and  conditions  of all
     required permits, licenses, registrations and other authorizations required
     under  Environmental  Laws  (as  hereinafter  defined).  To the best of its
     knowledge, Seller has not released,  discharged or disposed of on, under or
     about any facility currently or previously,  owned, leased or controlled by
     Seller, any Hazardous Substance (as hereinafter  defined),  and to the best
     of Seller's knowledge, no third party has released,  discharged or disposed
     of on, under or about any facility currently or previously owned, leased or
     controlled by Seller, any Hazardous Substances (as hereinafter defined). To
     the best of its  knowledge,  Seller is in  compliance  with all  applicable
     Environmental Laws. To be best of its knowledge, Seller has fully disclosed
     to Purchaser all past and present  noncompliance  with, or liability under,
     Environmental Laws, and all past discharges,  emissions, leaks, releases or
     disposals  by it of any  substance or waste  regulated  under or defined by
     Environmental Laws that have formed or could reasonably be expected to form
     the basis of any claim, action, suit, proceeding,  hearing or investigation
     under any applicable  Environmental Laws. Seller has not received notice of
     any  past  or  present  events,  conditions,   circumstances,   activities,
     practices,  incidents,  actions or plans of Seller that have resulted in or
     threaten to result in any common law or legal liability,  or otherwise form
     the basis of any claim, action, suit, proceeding,  hearing or investigation
     under,  any  applicable  Environmental  Laws.  For purposes of this Section
     3.23, (a) "Environmental  Laws" mean applicable  federal,  state, local and
     foreign laws, regulations and codes relating in any respect to pollution or
     protection  of the  environment  and (b)  "Hazardous  Substances"  mean any
     toxic,  caustic or otherwise  dangerous substance (whether or not regulated
     under federal, state or local environmental statutes, rules, ordinances, or
     orders),  including  (i)  "hazardous  substance"  as  defined  in 42 U.S.C.
     Section 9601,  and (ii)  petroleum  products,  derivatives,  byproducts and
     other hydrocarbons.

          3.24.  Securities  Act  Representation.   With  regard  to  the  Share
     Consideration  or in the event of a  conversion  of the debt portion of the
     Purchase  Price into  Frontline  Common Stock  pursuant to the terms of the
     Note,  Seller hereby  represents that it is acquiring the Frontline  Common
     Stock solely for investment 


                                       11





     purposes,  with no intention of distributing or reselling any such stock or
     any interest therein. The Sellers are aware that the Frontline Common Stock
     will not be registered  under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  and that  neither the  Frontline  Common Stock nor any
     interest therein may be sold, pledged, or otherwise  transferred unless the
     Frontline  Common Stock is registered under the Securities Act or qualifies
     for an exemption under the Securities Act.  Notwithstanding  the foregoing,
     the  parties   recognize   that   Purchaser  has  granted   Seller  certain
     registration rights in the event of a conversion of the debt portion of the
     Purchase  Price into  Frontline  Common Stock  pursuant to the terms of the
     Note, the terms of which are set forth in the Registration Rights Agreement
     annexed hereto as Exhibit G.

          3.25.  Taxes.  Seller has made and shall  continue to make current and
     timely payment of all Federal and applicable State sales, payroll and other
     applicable taxes which are due or may become due by reason of the operation
     of  the  Purchased  Assets  for  the  period  prior  to the  Closing  Date,
     including,  but not limited to, the  withholding tax liability set forth in
     Schedule 3.25,  which debt  constitutes a Retained  Liability.  There is no
     other outstanding tax liability except as set forth in Schedule 3.25.

          3.26.  Information  as to  Seller.  None  of  the  representations  or
     warranties  made by Seller and the  Shareholders  in this  Agreement is, or
     contained  in any of the Seller  Documents  to be  executed  and  delivered
     hereto will be, false or misleading  with respect to any material  fact, or
     omits to state any material fact  necessary in order to make the statements
     therein contained not misleading.

     4. Representations and Warranties as to Purchaser. Purchaser represents and
warrants to Seller, as follows:

          4.1. Organization, Standing and Power. Purchaser is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of Delaware, with full corporate power and corporate authority to (i)
     own,  lease and operate their  properties,  (ii) carry on their business as
     currently  conducted  by them and (iii)  execute and  deliver,  and perform
     under this Agreement and each other agreement and instrument to be executed
     and delivered by them pursuant hereto.

          4.2.  Authority of Purchaser.  The execution and delivery by Purchaser
     of this  Agreement and of each agreement to be executed and delivered by it
     pursuant hereto (collectively,  the "Purchaser Documents"), the performance
     by  Purchaser  of  its  obligations  hereunder  and  thereunder,   and  the
     consummation of the transactions contemplated hereby and thereby, have been
     duly and validly  authorized by all necessary  corporate action on the part
     of Purchaser, and Purchaser has all necessary corporate power and corporate
     authority  with respect  thereto.  This Agreement is, and when executed and
     delivered  by  Purchaser  each of the other  agreements  to be delivered by
     Purchaser  pursuant  hereto  will be, the valid and binding  obligation  of
     Purchaser, to the extent they are a party thereto, in accordance with their
     respective  terms  except  as  the  same  may  be  limited  by  bankruptcy,
     insolvency,  reorganization,  moratorium or other laws affecting the rights
     of creditors  generally and subject to the rules of law governing  (and all
     limitations  on)  specific   performance,   injunctive  relief,  and  other
     equitable remedies.


                                       12





          4.3.  Information  as to  Purchaser.  None of the  representations  or
     warranties made by Purchaser in this Agreement,  or contained in any of the
     Purchaser  Documents,  to be executed and delivered  hereto, is or will be,
     false or  misleading  with respect to any material  fact, or omits to state
     any  material  fact  necessary  in  order to make  the  statements  therein
     contained not misleading.

          4.4. Due Authorization and Issuance of Share Consideration.  The Share
     Consideration,  when  issued  pursuant  to the terms of Section 1.4 of this
     Agreement,  will be duly  authorized  and  validly  issued,  fully paid and
     non-assessable,  will be delivered  hereunder  free and clear of any liens,
     except  that such  shares of  Frontline  Common  Stock will be  "restricted
     securities",  as such term is defined in the rules and  regulations  of the
     SEC  promulgated   under  the  Securities  Act,  and  will  be  subject  to
     restrictions on transfers pursuant to such rules and regulations.

     5. Indemnification.

          5.1. Indemnification by the Seller. Subject to the consummation of the
     transactions  contemplated  hereby,  the  Seller  and  Shareholders  hereby
     indemnify  and agree to defend  and hold  harmless  Purchaser  for one year
     after  the  Closing  from  and  against  any and all  losses,  obligations,
     deficiencies,  liabilities, claims, damages, costs and expenses (including,
     without  limitation,  the amount of any  settlement  entered into  pursuant
     hereto,  and all reasonable legal and other expenses incurred in connection
     with the  investigation,  prosecution or defense of any matter  indemnified
     pursuant  hereto) which  Purchaser  may sustain,  suffer or incur and which
     arise out of,  are  caused  by,  relate  to, or result or occur  from or in
     connection  any  misrepresentation  of a  material  fact  contained  in any
     representation of Seller or Shareholders and contained in, or the breach by
     Seller or  Shareholders  of any warranty or covenant  made by them,  in any
     Seller Documents except as same would not have a material adverse effect on
     the Business.  Any indemnification  claims under this Section 5.1 shall not
     exceed the  amount of the Note,  and shall be  satisfied  by  reducing  the
     outstanding amount due under the Note.

          5.2. Indemnification by Purchaser.  Subject to the consummation of the
     transactions  contemplated hereby,  Purchaser hereby indemnifies and agrees
     to defend and hold harmless Seller and  Shareholders for one year after the
     Closing  from and against any and all  losses,  obligations,  deficiencies,
     liabilities,  claims,  damages,  costs  and  expenses  (including,  without
     limitation,  the amount of any settlement entered into pursuant hereto, and
     all  reasonable  legal and other expenses  incurred in connection  with the
     investigation,  prosecution or defense of any matter  indemnified  pursuant
     hereto), which it or they may sustain,  suffer or incur and which arise out
     of, are caused by, relate to, or result or occur from or in connection with
     any misrepresentation of a material fact contained in any representation of
     Purchaser  contained  in, or the breach by  Purchaser  of any  warranty  or
     covenant  made  by  it,  in  any  Purchaser  Documents,  except  that  such
     indemnification shall not exceed $728,600.

          5.3.  Third Party Claims.  If a claim by a third party is made against
     any party or  parties  hereto and the party or  parties  against  whom said
     claim is made intends to seek  indemnification  with respect  thereto under
     Subsections 5.1 or 5.2, the party or parties  seeking such  indemnification
     shall promptly notify the  indemnifying  party or parties,  in 


                                       13





     writing, of such claim;  provided,  however,  that the failure to give such
     notice  shall not  affect the  rights of the  indemnified  party or parties
     hereunder  except to the extent that such failure  materially and adversely
     affects the  indemnifying  party or parties due to the  inability to timely
     defend such action.  The indemnifying  party or parties shall have ten (10)
     business days after said notice is given to elect,  by written notice given
     to the  indemnified  party or parties,  to undertake,  conduct and control,
     through  counsel  of their own  choosing  (subject  to the  consent  of the
     indemnified party or parties, such consent not to be unreasonably withheld)
     and at their sole risk and expense, the good faith settlement or defense of
     such claim,  and the indemnified  party or parties shall cooperate with the
     indemnifying parties in connection therewith; provided: (a) all settlements
     require the prior reasonable  consultation  with the indemnified  party and
     the prior written consent of the indemnified party, which consent shall not
     be unreasonably withheld, and (b) the indemnified party or parties shall be
     entitled to  participate  in such  settlement  or defense  through  counsel
     chosen by the  indemnified  party or  parties,  provided  that the fees and
     expenses  of such  counsel  shall  be  borne  by the  indemnified  party or
     parties.  So long as the  indemnifying  party or parties are contesting any
     such claim in good faith, the indemnified party or parties shall not pay or
     settle  any  such  claim;  provided,   however,  that  notwithstanding  the
     foregoing,  the indemnified party or parties shall have the right to pay or
     settle any such claim at any time,  provided  that in such event they shall
     waive any right of  indemnification  therefor by the indemnifying  party or
     parties. If the indemnifying party or parties do not make a timely election
     to  undertake  the  good  faith  defense  or  settlement  of the  claim  as
     aforesaid,  or if the  indemnifying  parties  fail to proceed with the good
     faith defense or settlement of the matter after making such election, then,
     in either such event, the indemnified party or parties shall have the right
     to  contest,  settle  or  compromise  (provided  that  all  settlements  or
     compromises require the prior reasonable consultation with the indemnifying
     party  and the prior  written  consent  of the  indemnifying  party,  which
     consent shall not be  unreasonably  withheld) the claim at their  exclusive
     discretion,  at the risk  and  expense  of the  indemnifying  parties.  Any
     indemnification  claims  under this Section 5.3 shall not exceed the amount
     of the Note,  and shall be  satisfied  by reducing the amount due under the
     Note.

          5.4. No Limitation on Direct Claims. Notwithstanding any limitation on
     indemnity  claims,  nothing in this Section 5 shall limit Purchaser's right
     to pursue a direct  claim  against  Seller  based  upon any  breach of this
     Agreement.

          5.5. Assistance.  Regardless of which party is controlling the defense
     of any  claim,  each  party  shall  act in good  faith  and  shall  provide
     reasonable documents and cooperation to the party handling the defense.

     6. Covenants

          6.1. Investigation.

               (a)  The  parties  hereto  hereby  agree  that  all  confidential
          information  of a party to  which  the  other  party  (or its  agents,
          attorneys,  representatives,  or  employees)  obtains  access shall be
          deemed  "Confidential  Information." As used in this Section, the term
          "Confidential  Information"  shall mean any and all information  (oral
          and written) relating to the Business,  including, but not limited to,
          information  relating  to:  


                                       14





          identity  and  description  of goods and  services  used;  purchasing;
          costs;  pricing;   sources;   machinery  and  equipment;   technology;
          research,  test  procedures  and  results;  customers  and  prospects;
          marketing; and selling and servicing.

               (b) After the Closing Date Seller and Purchaser agrees not to, at
          any time,  directly or indirectly,  use (except in connection with the
          performance  of  the  Shareholders'   duties  under  their  respective
          Consulting  Agreements),  communicate,  disclose  or  disseminate  any
          Confidential Information in any manner whatsoever.

          6.2. Noncompete Covenant.

               (a) The Seller and  Shareholders  hereby  agree after the Closing
          Date,  not to,  until  the  second  anniversary  of the  Closing  Date
          directly or indirectly (A) engage or become interested in any business
          (whether as owner,  manager,  operator,  licensor,  licensee,  lender,
          partner,   stockholder,   joint  venturer,  employee,   consultant  or
          otherwise)  engaged in any  business  then  engaged in by Purchaser or
          Seller in the States of Delaware, Virginia, Maryland, Washington D.C.,
          New Jersey,  Pennsylvania  and New York in which  Purchaser  or Seller
          conducts  business  as  of  the  Closing  Date.   Notwithstanding  the
          foregoing,  nothing in this paragraph  shall prevent the Seller or the
          Shareholder from becoming an owner, either directly or in directly, of
          up to two percent (2%) of the publicly  traded capital stock, or up to
          a ten (10%)  interest in a  privately  held  company,  held solely for
          investment  purposes,  of any other corporation engaged in the same or
          similar  Business as the Company.  For the purpose of this  provision,
          "the  Business" is defined as outlined in the  Preamble.  Shareholders
          and Seller  further agree until the second  anniversary of the Closing
          Date not to take any other action which  constitutes  an  interference
          with or a  disruption  of the  continued  operation of the Business or
          Purchaser's  use,  ownership and  enjoyment of the  Purchased  Assets.
          Purchaser  agrees that the  restrictions set forth above shall be null
          and void if Purchaser defaults under the terms of the Note.

               (b) For purposes of  clarification,  but not of  limitation,  the
          Seller and the Shareholders  acknowledge and agree that the provisions
          of  subsection  6.2 above shall serve as a  prohibition  against them,
          during the period and geographic area described  therein,  directly or
          indirectly,  hiring,  offering to hire,  enticing away or in any other
          manner  persuading or  attempting  to persuade any officer,  employee,
          agent,  lessor,  lessee,  licensor,  licensee,  customer,  prospective
          customer or supplier of the  Business to  discontinue  or alter his or
          its relationship with the Business.

               (c) The  parties  hereto  hereby  acknowledge  and agree that (i)
          Purchaser would be irreparably injured in the event of a breach by the
          Seller or Shareholders of any of their  obligations under this Section
          6.2,  (ii) monetary  damages  would not be an adequate  remedy for any
          such  breach,  and (iii)  Purchaser  shall be entitled  to  injunctive
          relief,  in addition  to any other  remedy  which it may have,  in the
          event of any such breach.  

               (d) It is the intent of the  parties  hereto  that the  covenants
          contained in this Section 6.2 shall be enforced to the fullest  extent
          permissible under the laws of and public policies of each jurisdiction
          in  which  enforcement  is  sought,   hereby  acknowledges  that  said
          restrictions are reasonably necessary for the protection of 


                                       15





          Purchaser. Accordingly, it is hereby agreed that if any one or more of
          the  provisions of Section 6.2 shall be  adjudicated  to be invalid or
          unenforceable  for any  reason  whatsoever,  said  provision  shall be
          construed by limiting and reducing it so as to be  enforceable  to the
          extent permissible.

          6.3.  Consummation of  Transaction.  Each of the parties hereto hereby
     agrees to use its best efforts to cause all conditions  precedent to his or
     its  obligations  (and to the  obligations  of the other parties  hereto to
     consummate  the   transactions   contemplated   hereby)  to  be  satisfied,
     including,  but not limited to, using all reasonable  efforts to obtain all
     required (if so required by this Agreement) consents, waivers,  amendments,
     modifications, approvals, authorizations, novations and licenses; provided,
     however, that nothing herein contained shall be deemed to modify any of the
     absolute  obligations  imposed  upon any of the parties  hereto  under this
     Agreement or any agreement executed and delivered pursuant hereto.

          6.4. Cooperation/Further Assurances.

               (a) Each of the parties  hereto hereby agrees for a period of not
          less than ninety  (90) days  following  the Closing  Date (i) to fully
          cooperate  with the other  parties  hereto in preparing and filing any
          notices, applications, reports and other instruments and documents and
          (ii) to execute,  acknowledge,  deliver,  file and/or record, or cause
          such  other  parties  to the  extent  permitted  by  law  to  execute,
          acknowledge,  deliver, file and/or record such other documents,  which
          may be  required  by this  Agreement  or which  are  desirable  in the
          reasonable  opinion of any of the parties hereto,  or their respective
          legal counsel, in respect of, any statute,  rule,  regulation or order
          of any  governmental  or  administrative  body in connection  with the
          transactions contemplated by this Agreement.

               (b)  During the  Transition  Period  (as  defined in Section  1.5
          above),  the Seller agrees to make  available the personnel  listed in
          Schedule 6.4 (the "Transition Employees") to provide assistance in the
          orderly  transfer  of  customer  accounts  from  Seller to  Purchaser,
          including without limitation  technical support,  customer service and
          administrative  services  with  respect to  billing.  Purchaser  shall
          reimburse Seller for the cost of the Transition Employees as set forth
          in Schedule 6.4. Seller shall use its best efforts to obtain a written
          agreement from each of the Transition Employees,  in substantially the
          form attached  hereto as Exhibit L, in which the  Transition  Employee
          agrees to remain in his or her current  position during the Transition
          Period in return for his or her  hourly  rate,  plus a bonus  equal to
          four weeks pay.

               (c)  Seller  and  Shareholders  agree  to  make  all  information
          available  to,  and to  cooperate  fully  with,  Purchaser  and  their
          accountants,  legal counsel or other  authorized  representatives  (at
          Purchaser's  sole  expense),  with  respect  to  the  preparation  and
          submission of audited  financial  statements for Seller, in accordance
          with GAAP and Regulation  S-X, as may be required by any government or
          regulatory agency following the transactions contemplated hereby.

          6.5. Name  Change/Dissolution.  Within ninety (90) days of the Closing
     Date,  Shareholders  will either:  (a) file a Certificate of Amendment with
     the  


                                       16





     Delaware  Secretary of State  changing the name of DelaNET,  Inc. to a name
     bearing  no  relation  to  DelaNET,  Inc.  or  (b)  file a  certificate  of
     dissolution dissolving the corporation.

          6.6. Broker.  Each of Purchaser and Seller  represents and warrants to
     the other  parties  that no broker or finder  was  engaged or dealt with in
     connection with any of the transactions contemplated by this Agreement, and
     each of the parties shall  indemnify  and hold the other  harmless from and
     against any and all claims or  liabilities  asserted by or on behalf of any
     alleged broker or finder for broker's fees,  finder's fees,  commissions or
     like payments.

          6.7. Bulk Sales.  Seller shall either (1) comply with  applicable Bulk
     Sales  Law  pursuant  to  Article  6 of  the  Uniform  Commercial  Code  or
     applicable  Delaware  Bulk Sales laws (the "Bulk  Sales  Law") or (2) waive
     compliance with the Bulk Sales Law and agree to indemnify and hold harmless
     Purchaser from and against any and all claims, damages, costs, liabilities,
     and similar  (including  without  limitation,  the amount of any settlement
     entered into pursuant  hereto,  and all reasonable legal and other expenses
     incurred)  which arise out of, to, or are in connection with the failure to
     comply with the Bulk Sales Law. Seller assumes  liability for and shall pay
     all New Jersey,  Delaware,  Maryland and Pennsylvania  sales, bulk transfer
     and similar taxes incurred as a result of the sale of the Purchased  Assets
     to Purchaser.

     7. Fees, Amendment and Waiver.

          7.1. Fees and Expenses. Purchaser, on the one hand, and Seller, on the
     other  hand,  shall each bear their own  expenses  in  connection  with the
     transactions contemplated hereby.

          7.2.  Amendment.  This  Agreement  may  not be  amended  except  by an
     instrument in writing signed by each of the parties hereto.

          7.3.  Waiver.  Failure by any party to enforce  its rights  under this
     Agreement  shall not be deemed a waiver of said  party's  rights under this
     Agreement.  No waiver shall be deemed valid unless in writing and signed by
     all parties.

     8. Survival of Representations and Warranties.

          Each of the parties hereto hereby agrees that: (i) representations and
     warranties  made by or on behalf of him or it in this  Agreement  or in any
     document  or  instrument   delivered   pursuant   hereto  with  respect  to
     environmental  compliance and ERISA matters shall be true and correct as of
     the Closing Date;  and (ii) all other  representations  or warranties  made
     herein  shall  survive the Closing  Date for a period of one (1) year after
     the Closing Date.

     9. General Provisions.

          9.1.  Notices.  All  notices  and other  communications  given or made
     pursuant  hereto  shall be in writing and shall be deemed to have been duly
     given  or made  as of the  


                                       17





     earlier  of the date  delivered  or  mailed  if  delivered  personally,  by
     overnight  courier  or mailed by  express,  registered  or  certified  mail
     (postage prepaid,  return receipt  requested) or by facsimile  transmittal,
     confirmed by express,  certified or registered  mail, to the parties at the
     following  addresses  (or at such  other  address  for a party  as shall be
     specified by like notice,  except that notices of changes of address  shall
     be effective upon receipt):

     If to Purchaser:                       Frontline Communications Corp.
                                            One Blue Hill Plaza
                                            Suite 1548
                                            Pearl River, New York 10965
                                            Attn:  Amy Wagner-Mele, Esq.

     with a copy to:                        Blank Rome Tenzer Greenblatt LLP
                                            405 Lexington Avenue
                                            New York, New York 10174
                                            Attn:  Emanuel Adler, Esq.

     If to Seller or Shareholders:          DelaNET, Inc.
                                            262 Quigley Boulevard
                                            New Castle, DE 19720
                                            Attn:  Michael Brown

     With a copy to:                        Richards, Layton & Finger
                                            1 Rodney Square
                                            Wilmington, DE  19899
                                            Attn: Gregory V. Varallo, Esq.

          9.2. Severability. If any term or other provision of this Agreement is
     invalid,  illegal or  incapable  of being  enforced  by any rule of law, or
     public policy,  all other conditions and provisions of this Agreement shall
     nevertheless  remain in full  force and effect so long as the  economic  or
     legal substance of the transactions  contemplated hereby is not affected in
     any manner adverse to any party. Upon such  determination  that any term or
     other  provision is invalid,  illegal or incapable of being  enforced,  the
     parties hereto shall negotiate in good faith to modify this Agreement so as
     to effect the  original  intent of the parties as closely as possible in an
     acceptable  manner to the end that  transactions  contemplated  hereby  are
     fulfilled to the greatest extent possible.

          9.3. Entire Agreement.  This Agreement and the agreements  referred to
     herein constitute the entire agreement,  and supersede all prior agreements
     and undertakings, both written and oral, among the parties, or any of them,
     with respect to the subject matter hereof.

          9.4. No Assignment.  This Agreement shall not be assigned by operation
     of law or otherwise, and any assignment shall be null and void.

          9.5.  Headings.  Headings in this  Agreement  are included  herein for
     convenience  of  reference  only and  shall not  constitute  a part of this
     Agreement for any other purpose.


                                       18





          9.6. Passage of Title and Risk of Loss. Legal title,  equitable title,
     obligations  and risk of loss with  respect  to the  Purchased  Assets  and
     Assumed  Liabilities will not pass to Purchaser until such Purchased Assets
     and Assumed  Liabilities  are  transferred at the closing,  which transfer,
     once it has occurred will be deemed effective for tax, accounting and other
     computational purposes as of 11:59:59 pm EST on June 20, 2000.

          9.7. Certain Interpretive Matters. No provision of this Agreement will
     be  interpreted  in favor of, or against  either of the  parties  hereto by
     reason of the extent to which either such party or its counsel participated
     in the drafting  thereof or by reason of the extent to which such provision
     is inconsistent with any prior draft hereof.

          9.8. Governing Law. This Agreement shall be governed by, and construed
     in accordance  with, the law of the State of Delaware.  Any  controversy or
     claim arising out of, or relating to this  Agreement or the breach  thereof
     shall be settled by  arbitration,  in accordance  with the current rules of
     the American Arbitration  Association,  by an arbitrator mutually agreed to
     by the parties or appointed by the American Arbitration  Association if the
     parties cannot so agree and judgment upon the award rendered may be entered
     in the Delaware court of Chancery if the Seller is the prevailing party and
     the United States  District Court for the Southern  District of New York if
     Purchaser is the prevailing  party.  The arbitration  proceedings  shall be
     held at a  location  which  shall  have been  mutually  agreed  upon by the
     parties, which location shall be approximately equidistant to both parties.

          9.9.  Counterparts.  This  Agreement  may be  executed  in one or more
     counterparts, and by the different parties hereto in separate counterparts,
     each of which when so executed  shall be deemed to be an original,  but all
     of which taken together shall constitute one and the same agreement.


AGREED TO AND ACCEPTED AS OF
THIS 20th DAY OF JUNE, 2000


                                                  FRONTLINE COMMUNICATIONS CORP.



                                                  By:
                                                  Title:

                                                  DELANET, INC.



                                                  By:
                                                  Title:


                                       19





                                             MICHAEL BROWN, SHAREHOLDER


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


                                             DONALD MCINTIRE, SHAREHOLDER


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


                                       20





                          PLEDGE AND SECURITY AGREEMENT

     This PLEDGE AND SECURITY  AGREEMENT  ("Agreement")  is made as of this 20th
day of June,  2000, by FRONTLINE  COMMUNICATIONS  CORP., a Delaware  corporation
with an address at One Blue Hill Plaza,  Suite 1548,  Pearl River, New York (the
"Debtor")  to  DELANET,  INC.,  a  Delaware  corporation  with an address at 262
Quigley Boulevard, New Castle, Delaware 19720 (the "Secured Party").

     1. Purpose. This Agreement is entered into in order to secure an obligation
of the Debtor as represented by that certain  Promissory  Note,  dated as of the
date hereof, by the Debtor in favor of the Secured Party in the principal amount
of $728,600 (the "Promissory Note").

     2.  Pledge.  As a condition  to and to secure the  performance  of each and
every  one of the  obligations  of the  Debtor  under the  Promissory  Note (the
"Obligations"),  the Debtor does hereby grant, pledge,  assign,  hypothecate and
grant a security  interest in, in favor of the Secured Party, its successors and
assigns,  in the  property  and  interest  in  property,  whether  now  owned or
hereafter acquired or existing, and wherever located, listed on Exhibit A hereto
(collectively, the "Collateral").

     3. Title. With respect to the Collateral  pledged by the Debtor, the Debtor
represents  and warrants to
 the Secured Party that:  (a) the Debtor is and shall
at all times remain the legal and beneficial owner of the Collateral;  (b) there
is no restriction  on the right of the Debtor to pledge the Collateral  that has
not been  satisfied;  and (c) this  Agreement  is a good and  valid  lien on the
Collateral.  The Debtor covenants to keep the security  interest created by this
Agreement  a good and  valid  lien on the  Collateral  at all  times,  and shall
forever defend the title to the Collateral  unto the Secured Party against every
person claiming the same or any part thereof

     4. Remedies Under the UCC.

          a. In addition to and  cumulative  of other  remedies  granted in this
          Agreement or under  Delaware  law,  the.  Secured  Party may, upon the
          occurrence of any default by the Debtor under the Promissory  Note and
          after  the  expiration  of any  applicable  cure or  grace  period  (a
          "Default"),  proceed under the Uniform Commercial Code of the State of
          Delaware  (the  "Delaware  UCC") as to all or any part (as the Secured
          Party may elect) of the  Collateral,  and shall have and may  exercise
          with respect to the Collateral all the rights,  remedies and powers of
          a secured party under the Delaware UCC.

          b. The Secured Party, upon a Default,  is expressly granted the right,
          at its option,  to transfer at any time to itself the  Collateral,  or
          any part or parts  thereof  as the  Secured  Party may  elect,  and to
          receive the monies,  income,  proceeds  and benefits  attributable  or
          accruing thereto, and to hold the same as security for the performance
          of the  Obligations  or to  apply  it in  payment  of  amounts  due in
          connection  with the  Promissory  Note, in such order or manner as the
          Secured  Party may elect.  Should the Secured  Party elect to exercise
          its  rights  under the  provisions  of this  Section as to part of the
          Collateral,  such  election  shall not preclude the Secured Party from
          exercising the rights and remedies  granted by the other provisions of
          this Agreement or by law as to the remaining Collateral.

                                       2





     5.  No  Further   Encumbrances.   The  Debtor  shall  not  further  pledge,
hypothecate or grant a security  interest with respect to all or any part of the
Collateral or any interest therein.

     6. Other  Security.  Upon the occurrence of any Default,  the Secured Party
shall be entitled to resort to the Collateral and to any other collateral it may
have securing the  Obligations  in such order and manner as it may elect without
impairing its lien in or rights to any of such collateral and without  affecting
the liability of any person.

     7.  Cumulative  Remedies.  All rights and  remedies  of the  Secured  Party
hereunder  and  any  other  security  now  or  hereafter  given  to  secure  the
Obligations are separate,  distinct and cumulative and in addition to the rights
and remedies  provided by law.  The failure of the Secured  Party to insist upon
the strict  performance  of any term or  provision  hereof shall not be deemed a
waiver of such  term or  provision,  or of any  right or  remedy of the  Secured
Party.

     8. Notices.  All notices and other communications by either party hereunder
shall be in  writing  and shall be  personally  delivered  by a courier  service
providing  receipted  delivery,  transmitted by telecopier,  or mailed by United
States registered or certified mail, return receipt requested,  postage prepaid,
to the other party at its  address  set forth above or at such other  address as
such other party shall designation by notice. A notice or other communication to
a party shall be  effective  the date of delivery to such  address of the party.
Any official  United  States  Postal  Service or other  delivery  receipt  shall
constitute conclusive proof of such delivery.

     9.  Attorneys'  Fees. In the event the Secured Party retains  attorneys for
the enforcement of any of the terms,  covenants or conditions hereof, the Debtor
shall pay on demand all reasonable fees, costs and expenses of such attorneys.

     10. Invalidity.  If any term, provision or condition of this Agreement,  or
the application thereof to any person or circumstance, shall be invalid, illegal
or  unenforceable  in any  respect,  the  remainder of this  Agreement  shall be
construed  without such provision and the  application of such term or provision
to persons  or  circumstances  other than those as to which it is held  invalid,
illegal or unenforceable, as the case may be, shall not be affected thereby, and
each term and  provision  of this  Agreement  shall be valid and enforced to the
fullest extent permitted by law.

     11. Amendments.  This Agreement may be amended or changed only by a written
instrument executed by both the Debtor and the Secured Party.

     12.  Satisfaction.  Upon the full  satisfaction  of all  Obligations,  this
Agreement shall automatically terminate.

     13. Governing Law. This Agreement and all issues arising hereunder shall be
governed by the internal laws of the State of Delaware.

     14.  Counterparts.  This  Agreement may be signed in  counterparts,  all of
which shall be deemed to be one and same instrument.





     IN WITNESS  WHEREOF,  the Debtor,  intending to create an instrument  under
seal,  has duly  executed  this  Agreement  as of the day and year  first  above
written.

Witness:                               FRONTLINE COMMUNICATIONS CORP.


                                       By:                             (SEAL)
---------------------------                ----------------------------------
Name:                                  Name:
                                       Title:


                                       3




                                ESCROW AGREEMENT

     THIS ESCROW  AGREEMENT  (this "Escrow  Agreement") is made this 20th day of
June 2000,  by and among  DELANET,  INC.,  a Delaware  corporation  ("DelaNet"),
FRONTLINE  COMMUNICATIONS  CORP., a Delaware corporation (the "Frontline"),  and
RICHARDS, LAYTON & FINGER, P.A., as escrow agent ("Escrow Agent").


                                    RECITALS

     WHEREAS,  DelaNet and Frontline are parties to that certain Asset  Purchase
Agreement (the "Asset Purchase  Agreement"),  dated as of June 20, 2000, between
DelaNet  and  Frontline,  whereby  DelaNet  has  agreed  to sell its  assets  to
Frontline in exchange for the consideration provided therein, including, without
limitation,  the  depositing of $250,000 cash into escrow  pursuant to the terms
provided herein and pursuant to Section 1.5 of the Asset Purchase Agreement.

     NOW, THEREFORE,  in consideration of the premises herein contained,  and in
reliance on the mutual representations, covenants and agreements hereinafter set
forth, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:

     1.  Definitions:  Terms  used  herein  without  definition  shall  have the
meanings ascribed in the Asset Purchase Agreement.

     2. Designation As Escrow Agent. Subject to the terms and conditions hereof,

DelaNet and  Frontline  hereby  appoint  Escrow Agent as Escrow Agent and Escrow
Agent hereby accepts such appointment.

     3. Deposit of $250,000  with Escrow  Agent.  Upon  execution of this Escrow
Agreement,  Frontline  shall deposit  $250,000 cash (the "Escrow Fund") with the
Escrow Agent, and the Escrow Agent shall hold the Escrow Fund upon the terms and
conditions set forth in this Escrow  Agreement and shall not deliver Escrow Fund
except as provided herein.

     4. Closing.

          a. On the ninetieth (90th) day following the date first written above,
     a duly  authorized  officer of Frontline  shall certify as to the number of
     Internet Service  Subscribers (as defined in the Asset Purchase  Agreement)
     as of such date;

          b. To the extent that on the  ninetieth  (90th) day following the date
     first written  above,  pursuant to the  certificate  provided in subsection
     4a., the number of Internet  Service  Subscribers  (as defined in the Asset
     Purchase  Agreement)  attributable to the assets of DelaNet  transferred to
     Frontline  pursuant to the Asset Purchase Agreement is less than 9,250, the
     Escrow Agent shall deliver to Frontline at the address  provided in Section
     6, out of the Escrow  Fund,  $150 for each  internet  subscriber  less than
     9,250; and





          c. To the extent that after the application of subsections 4a. and 4b.
     above,  and upon the  ninety-first  (91st)  day  following  the date  first
     written above,  there remains amounts in the Escrow Funds, the Escrow Agent
     shall deliver to DelaNet at the address  provided in Section 6, all amounts
     remaining in the Escrow Fund.

     5. Authority of Escrow Agent and Limitation of Liability.

          a. In acting  hereunder,  Escrow  Agent shall have only such duties as
     are specified  herein and no implied  duties shall be read into this Escrow
     Agreement,  and  Escrow  Agent  shall  not be liable  for any act done,  or
     omitted to be done, by it in the absence of its gross  negligence or wilful
     misconduct.

          b. Escrow Agent may act in reliance  upon any writing or instrument or
     signature which it, in good faith,  believes to be genuine,  and may assume
     the validity and accuracy of any statement or assertion contained in such a
     writing or instrument and may assume that any person purporting to give any
     writing,  notice,  advice or instruction in connection  with the provisions
     hereof has been duly authorized to do so.

          c. Escrow Agent shall be entitled to consult with legal counsel in the
     event that a question or dispute arises with regard to the  construction of
     any of the  provisions  hereof,  and shall incur no liability  and shall be
     fully  protected in acting in accordance with the advice or opinion of such
     counsel.

          d.  Escrow  Agent  shall not be  required  to use its own funds in the
     performance  of any of its  obligations or duties or the exercise of any of
     its rights or powers,  and shall not be required to take any action  which,
     in Escrow Agent's sole and absolute  judgement  could involve it in expense
     or liability  unless  furnished with security and indemnity which it deems,
     in its  sole and  absolute  discretion,  to be  satisfactory.  DelaNet  and
     Frontline  shall,  on an  equal  basis,  compensate  Escrow  Agent  for its
     services  hereunder and, in addition,  shall reimburse Escrow Agent for all
     of  its  reasonable  out-of-pocket  expenses,  including  attorneys'  fees,
     telephone and facsimile transmission costs, postage (including express mail
     and overnight delivery  charges),  copying charges and the like. All of the
     compensation  and  reimbursement  obligations  set forth in this  Section 5
     shall be payable by DelaNet and Frontline, upon demand by Escrow Agent. The
     obligations of DelaNet and Frontline under this Section 5 shall survive any
     termination  of this Escrow  Agreement  and the  resignation  or removal of
     Escrow Agent.

          e. Notwithstanding  anything contained herein to the contrary,  in the
     event  instructions  are  given,  whether  in  writing,  by  telecopier  or
     otherwise,   Escrow  Agent  is  authorized   (but  not  required)  to  seek
     confirmation of such instructions by telephone call-back,  and Escrow Agent
     may rely upon the  confirmations of anyone  purporting to be such person or
     persons.  The persons and telephone  numbers for  call-backs may be changed
     only in a writing  actually  received and acknowledged by Escrow Agent. The
     parties to this Escrow Agreement  acknowledge that such security  procedure
     is commercially reasonable.

          f. DelaNet and Frontline  agree to indemnify  Escrow Agent and hold it
     harmless from any and against all liabilities,  losses,  actions,  suits or
     proceedings at law or in equity, and other


                                        2




     expenses,  fees or charges of any character or nature,  including,  without
     limitation,  attorney's fees and expenses,  which Escrow Agent may incur or
     with which it may be  threatened  by reason of its  acting as Escrow  Agent
     under this Escrow  Agreement or arising out of the  existence of the Escrow
     Fund, except to the extent the same shall be caused by Escrow Agent's gross
     negligence or wilful misconduct.  The terms of this paragraph shall survive
     termination of this Escrow Agreement.

          g. If at any time there shall exist any  dispute  with  respect to the
     holding,   delivery  or  presentment  of  the  Escrow  Fund  or  any  other
     obligations  of Escrow Agent  hereunder,  or if at any time Escrow Agent is
     unable to  determine,  to Escrow  Agent's  sole  satisfaction,  the  proper
     disposition  of the  Escrow  Fund or Escrow  Agent's  proper  actions  with
     respect to its  obligations  hereunder,  then Escrow Agent may, in its sole
     discretion, take either or both of the following actions:

               i. suspend the performance of any of its  obligations  under this
          Escrow  Agreement until such dispute or uncertainty  shall be resolved
          to the sole  satisfaction of Escrow Agent or until a successor  Escrow
          Agent shall have been  appointed in writing by DelaNet and  Frontline;
          or

               ii.  petition  (by means of an  interpleader  action or any other
          appropriate  method) any court of competent  jurisdiction in any venue
          convenient  to Escrow  Agent,  for  instructions  with respect to such
          dispute or  uncertainty,  and to the extent  required by law, pay into
          such  court,  for  holding  and  disposition  in  accordance  with the
          instructions  of such court,  the Escrow  Fund,  after  deduction  and
          payment to Escrow Agent of all reasonable fees and expenses (including
          court costs and attorneys'  fees) payable to, incurred by, or expected
          to be incurred by Escrow Agent in connection  with the  performance of
          its duties and the exercise of its rights hereunder.

     Escrow Agent shall have no liability to the parties  hereto or to any other
person with respect to any such suspension of performance or  disbursement  into
court, specifically including any liability or claimed liability that may arise,
or be  alleged  to have  arisen,  out of or as a result  of any delay in or with
respect to any action required or requested of Escrow Agent.

     6. Notices. Except as otherwise herein provided, any notice, instruction or
instrument to be delivered  hereunder shall be in writing and shall be effective
upon receipt at the addresses set forth below or at such other address specified
in writing by the addressee,  or if to Escrow Agent,  upon receipt via facsimile
or  telecopier  transmission,  at the number set forth  below,  or at such other
number specified by Escrow Agent.

          If to DelaNet:

          DelaNet, Inc.
          262 Quigley Boulevard
          New Castle, Delaware  19720


                                        3




          If to Frontline:

          Frontline Communications Corp.
          One Blue Hill Plaza
          Suite 1548
          Pearl River, New York 10965

          If to Escrow Agent:

          Richards Layton & Finger, P.A.
          One Rodney Square
          10th & King Streets
          Wilmington, Delaware 19899
          Attn.: Gregory V. Varallo, Esquire
          Fax:   302-658-6548

     7. Termination. This Escrow Agreement shall terminate automatically without
further action upon the to occurence of the following:

          a. Ninety-First (91st) day after the Closing Date; and

          b. The full  distribution  of the Escrow  Fund  pursuant  to the terms
     hereof.

     8.  Governing  Law.  This is a Delaware  contract  and shall be governed by
substantive  Delaware  law in all  respects  without  regard to  conflict of law
provisions thereof.

     9. Counterparts. This Escrow Agreement may be executed by different parties
in multiple counterparts,  and/or by facsimile,  and each such counterpart shall
be deemed an original,  all of which, when taken together,  shall constitute but
one and the same assignment.

     10.  Amendment or Waiver.  This Escrow  Agreement  may be changed,  waived,
discharged  or  terminated  only by a writing  signed by DelaNet,  Frontline and
Escrow  Agent.  No delay or omission by any party in  exercising  any right with
respect hereto shall operate as a waiver. A waiver on any one occasion shall not
be  construed  as a bar to, or  waiver  of,  any  right or remedy on any  future
occasion.

     11.  Severability.  To the extent any provision of this Escrow Agreement is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.

     12.  Entire  Agreement.   This  Escrow  Agreement  constitutes  the  entire
agreement between the parties relating to the holding and delivery of the Escrow
Funds and sets  forth in their  entirety  the  obligations  and duties of Escrow
Agent with respect to the Escrow Funds.


                                        4




     13. Binding Effect.  All of the terms of this Escrow Agreement,  as amended
from time to time,  shall be  binding  upon,  inure to the  benefit  of,  and be
enforceable  by the  respective  heirs,  successors  and  assigns of the parties
hereto.


                            [SIGNATURE PAGE FOLLOWS]


                                        5




     IN WITNESS WHEREOF, the undersigned,  intending to be legally bound hereby,
have duly  executed  this Escrow  Agreement as of the day and year first written
above.



                                                DELANET, INC.



                                                By:
                                                   -----------------------------
                                                Name: Mike L. Brown
                                                Title: President


                                                FRONTLINE COMMUNICATIONS CORP.


                                                By:
                                                   -----------------------------
                                                Name: Stephen J. Cole-Hatchard
                                                Title: President


                                                RICHARDS, LAYTON & FINGER, P.A.
                                                (As Escrow Agent)


                                                By:
                                                   -----------------------------
                                                Name: Gregory V. Varallo, Esq.



                                        6




                                LOCK-UP AGREEMENT


                                                June 20, 2000

Frontline Communications Corporation
One Blue Hill Plaza
Suite 1548
Pearl River, New York 10965

DelaNet, Inc.
262 Quigley Boulevard
New Castle, Delaware 19720

Reference  hereby is made to that certain Asset  Purchase  Agreement (the "Asset
Purchase Agreement") dated June 20, 2000 by and between Frontline Communications
Corporation  ("Frontline"),  DelaNET,  Inc. ("Seller"),  Michael Brown, a 45.05%
shareholder in Seller and Donald McIntire, a 45.05% shareholder in Seller (Brown
and McIntire are collectively referred to herein as the "Shareholders").  Unless
otherwise  specified,  capitalized  terms in this  document  shall have the same
meaning as set forth in the Agreement.

Pursuant to Section  1.4(c) of the Asset  Purchase  Agreement,  Seller is issued
200,000  shares of  Frontline  Common  Stock,  par value  $.01 per  share,  (the
Shares") as partial consideration for the sale to Frontline of all of the Assets
of Seller.

In  consideration  of  the  transactions  contemplated  by  the  Asset  Purchase
Agreement  and in order to induce  Frontline  to enter  into the Asset  Purchase
Agreement,  the Seller hereby agrees that the 200,000  Shares will be restricted
and shall be subject to Rule 144 and  during  the first  year of  issuance,
  and
thereafter shall be subject to the following lock-up restrictions:

                              (i)       Up to 50% of the  Shares  shall  be made
                                        freely  transferable  at any time  after
                                        the one year anniversary of the issuance
                                        of the Shares; and

                              (ii)      The  remaining  balance  shall  be  made
                                        freely   transferable  on  the  one  and
                                        one-half   year   anniversary   of   the
                                        issuance of the Shares.




The Seller hereby  acknowledges and agrees that all certificates  evidencing the
Shares to be stamped with a restrictive  legend reflecting this agreement and to
permit  Frontline to instruct its transfer agent to note such restriction on the
transfer books and records of Frontline.

It is understood  that the Shares may be  transferred by operation of law to the
executors,  administrators,  heirs and distributees of the Seller, provided that
the  transferee  is  subject  to  the  same  restrictions  with  respect  to any
subsequent transfer during the term of this agreement.

This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware. Seller hereby irrevocably and unconditionally consents to
submit  to the  jurisdiction  of the  courts of the State of New York and of the
United  States  located  in the  County of New  York,  State of New York for any
litigation  arising out of or relating to this  Agreement  and the  transactions
contemplated  hereby in any action  brought by Frontline and waive any objection
to the laying of venue of any such  litigation  in such  courts and agree not to
plead or claim that such litigation  brought in any such courts has been brought
in an  inconvenient  forum.  If Seller  shall file any claim  arising  out of or
relating to this Agreement and the transactions  contemplated hereby,  Frontline
consents to submit to jurisdiction of the Courts of the State of Delaware.


                               FRONTLINE COMMUNICATIONS CORPORATION



                               -------------------------------------------------
                               By:  Amy Wagner Mele
                               Title: Executive Vice President & General Counsel

                               DELANET, INC.



                               -------------------------------------------------
                               Michael Brown
                               President


                               -------------------------------------------------
                               Donald McIntire
                               Vice President



                                 PROMISSORY NOTE

                            LOAN DATE: June 20, 2000
                           PRINCIPAL AMOUNT: $728,600
                           INTEREST RATE: 4% PER ANNUM

     FOR  VALUE  RECEIVED,  the  undersigned,   Frontline  Communications  Corp.
("Maker"),  promises  to  pay to the  order  of  Delanet,  Inc.  ("Payee"),  the
principal  amount of Seven Hundred and Twenty Eight Thousand Six Hundred dollars
($728,600)  (the "Note Amount") in lawful money of the United States of America,
together  with  interest  on the unpaid  Note Amount at the rate of 4% per annum
from June 20,  2000  until  paid in full as  provided  in  Paragraph  1 below or
converted as set forth in Paragraph 3 below.

     1.   Payment.

          a.   Principal. Maker shall pay to the Payee the Note Amount, together
               with any  interest  thereon,  in full in one payment on or before
               June 20, 2003 (the "Maturity Date");

          b.   Interest.  Maker shall make six (6) semi-annual interest payments
               in the amount of $14,572  commencing  on  December  20,  2000 and
               ending on June 20, 2003

     2.   Payments prior to the Maturity Date

          a.   Maker may  prepay the Note  Amount,  together  with any  interest
               thereon,  prior to the Maturity Date without  premium or penalty;
               and

          b.   All  payments  under this Note whether made prior to the Maturity
               Date or  otherwise  shall be  applied  first to the  accrued  and
               unpaid  interest,  second to  complete  satisfaction  of the
 Note
               Amount and third,  to complete  satisfaction of all other amounts
               due under the Note.

     3.   Conversion

          a.   Option and Notice. Notwithstanding the provisions of Paragraph 1,
               up to and including the Maturity  Date,  the Maker shall have the
               option to convert  the entire  Note  Amount ,  together  with any
               accrued interest thereon (the "Outstanding  Debt") due under this
               Note into unregistered  common stock of the Maker if, at any time
               during the term of this  Note,  the  closing  price of the common
               stock of the Maker,  as reported on the American  Stock  Exchange
               (or such other primary stock  exchange or quotation  system where
               the Maker's common stock is traded or quoted),  equals or exceeds
               $10 per share (the  "Trigger  Price");  provided,  





               however,  that Maker must provide Payee with written notice, sent
               by receipted overnight courier and facsimile transmission, of its
               election  to  convert  within  five (5)  business  days after the
               Trigger Price is achieved (the "Conversion Notice").  The date on
               which the  Conversion  Notice is sent by Maker to Payee  shall be
               the  "Conversion  Date."  Maker shall  deliver to Payee the stock
               certificate(s)  representing  the shares of Maker's  common stock
               issued upon  conversion  of the Note  Amount,  together  with any
               interest thereon (the  "Conversion  Shares") to Seller within ten
               (10) business days of the Conversion Date.

          b.   Conversion Price and  Calculation.  The Conversion Price shall be
               $8.00  (the  "Conversion  Price").  The  number  of shares of the
               Maker's  common  stock to be issued and  delivered  to Payee upon
               conversion  shall  be  calculated   according  to  the  following
               formula:


               Outstanding Note Amount, together with     = # of Shares 
               any interest thereon as of Conversion         of Maker's  
                              Date                           Common
                         Conversion Price                    Stock
                     


          c.   Fractional  Shares.  The Maker  shall not be  obligated  to issue
               fractional  shares upon a conversion as provided herein,  but may
               pay cash in lieu of any fractional  shares due to Payee upon such
               conversion.

          d.   Reserve.  The Maker shall at all times reserve and keep available
               for issuance  upon the  conversion  of the Note Amount,  together
               with any  interest  thereon,  pursuant to the terms of this Note,
               such number of authorized  but unissued  shares of Maker's common
               stock as will  from  time to time be  sufficient  to  permit  the
               conversion  of the entire Note Amount  together with any interest
               thereon,  and shall  take all action  required  to  increase  the
               authorized  number of shares of Maker's common stock if necessary
               to permit the  conversion  of the Note Amount,  together with any
               interest thereon, in full.

          e.   Registration  Rights.  Payee is aware that the Conversion  Shares
               will not be  registered  under  the  Securities  Act of 1933,  as
               amended (the  "Securities  Act"), and that neither the Conversion
               Shares  nor  any  interest  therein  may  be  sold,  pledged,  or
               otherwise transferred unless the Conversion Shares are registered
               under the Securities Act or qualifies for an 





               exemption   under  the  Securities   Act.   Notwithstanding   the
               foregoing,  the parties  recognize  that Maker has granted  Payee
               certain  registration  rights  with  respect  to  the  Conversion
               Shares,  the  terms of which  are set  forth in the  Registration
               Rights Agreement executed by the parties on even date.

4.   Collateral. This Note is secured by the assets listed on Exhibit A attached
hereto.

5.   Default. Maker will be in default if any of the following happens: a) Maker
fails to make any payment of the Note Amount or interest thereon under this Note
when due; or b) Maker becomes insolvent, a receiver is appointed for any part of
Maker's property, Maker makes an assignment for the benefit of creditors, or any
processing is commenced either by Maker or against Maker under any bankruptcy or
insolvency  laws.  If any  default  is  curable  and if Maker has not been given
notice  of a breach of the same  provision  of this Note  within  the  preceding
twelve (12)  months,  such default may be cured (and no event of default will be
deemed to have occurred) if Maker,  after receiving written notice from Payee of
the  occurrence of a default:  i) cures the default within fifteen (15) days; or
ii) in the event of a default under subsection 5.b above,  immediately initiates
steps  which  the  Payee  deems  in  the  Payee's  reasonable  discretion  to be
sufficient  to cure the default  and  thereafter  continues  and  completes  all
reasonable  and  necessary  steps  sufficient  to remedy the  default as soon as
reasonably practical.

6.   In the event of a default by the Maker which default is not cured  pursuant
to the terms of  Paragraph 5 above,  it is hereby  agreed  that the  non-compete
provisions set forth in a) Section 6.2 of the Asset Purchase  Agreement  between
Maker and Payee dated June 20, 2000; b) the Consulting  Agreement  between Maker
and Donald McIntire dated June 20, 2000; and c) the Consulting Agreement between
Maker and Mike Brown dated June 20, 2000 shall be deemed null and void and shall
have no further force and effect. In addition,  in the event of a default by the
Maker,  the Payee shall be entitled to exercise  any and all rights  afforded it
under the Pledge and Security Agreement executed by the parties on even date.

7.   The Maker waives presentment,  protest, notice of dishonor and the right to
assert  in any  action  or  proceeding  with  regard  to the Note any  offset or
counterclaims which the Maker may have.

8.   No failure or delay by the Payee in exercising  any right  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right preclude other or further  exercises  thereof or the exercise of any other
right;  and the Payee may extend the time of payment of the Note,  postpone  the
enforcement  hereof,  grant any other  indulgences  and/or  add or  release  any
security  for this Note or any party  primarily  or  secondarily  liable  hereon
without 





affecting or diminishing the Payee's right of recourse  against the Maker or any
grantor hereof, which right is hereby expressly reserved.

9.   The Maker will pay all costs and expenses,  including reasonable attorneys'
fees and disbursements, incurred by the Payee in connection with the enforcement
of this Note.

10.  This Note shall be governed by, and construed in accordance  with,  the law
of the state of Delaware.


Maker:


------------------------------
Frontline Communications Corp.
By:
Title:
Dated:





[LOGO] frontline.net
                               One Blue Hill Plaza     Phone (914) 623-8553
                               P.O. Box 1548           Fax   (914) 623-8669
                               Pearl River, NY  10965  E-mail  frontline@fcc.net


                                                              June 20, 2000


Environmental Energy Services Corp.
2 Misty Court
Newark, Delaware 19702
Attention: Mr. Mike Brown

Dear Mr. Brown:

     This will confirm the terms of your  consulting  agreement  with  Frontline
Communications Corp. (the "Company"). You agree to serve on a full-time basis as
Regional Manager for a two-year period commencing June 21, 2000 (herein referred
to as the "Term"),  unless earlier terminated pursuant hereto. You shall perform
your  duties  to the  reasonable  satisfaction  of,  and in  furtherance  of the
business and activities of, the Company,  such work to be performed primarily at
the Company's office located in New Castle,  Delaware;  it being understood that
you may be required to travel in  connection  with the  business of the Company,
the  expenses  incurred  for such  travel will be  reimbursed  to you as per the
Frontline Employee  Handbook.  During the Term, you shall report directly to the
Chief Operating Officer, or to whomever the Board of Directors may direct.

     During the Term of this Agreement,  you shall be compensated at $40,000 per
annum. Such payment shall be made to Environmental Energy
 Services Corp. for the
services  rendered by you during the term of this  Agreement.  In addition,  you
shall be granted a bonus in the form of stock options based upon meeting certain
performance criteria, outlined as follows:

     If during the two months immediately following the six month anniversary of
the Closing of the Asset Purchase  Agreement by and among the Company,  DelaNet,
Inc., You and Don McIntire, (the "Asset Purchase Agreement"),  the Company, as a
result of your actions as consultant, realizes:

     $400,000 in operating  profit = you will receive 25,000 options to purchase
25,000 shares of the Company's Common Stock, par value $.01 (the "Common Stock")

     $500,000 in operating  profit = you will receive 37,500 options to purchase
37,500 shares of Common Stock

     $600,000 in operating  profit = you will receive 50,000 options to purchase
50,000 shares of Common Stock

     The operating profit shall be defined as earnings before  interest,  taxes,
depreciation and amortization (EBITA) of the acquired company, after the Closing
of the  transaction  contemplated  by the Asset Purchase  Agreement and shall be
determined in accordance  with Generally  Accepted  Accounting  Principles.  The
purchase  price of the 




Mr. Michael Brown
June 20, 2000
Page -2-

shares of Common Stock covered by the options shall be $3.00 per share and shall
vest immediately.

     In addition to the bonus  structure set forth above,  the Company shall pay
an  additional  bonus to you for any  acquisition  that is negotiated by you and
closed by  Purchaser.  Such bonus shall be  calculated  by taking 0.5% of the 12
month trailing  revenue of the acquired  company  measured back from the date of
the closing of such acquisition.

     All expenses incident to the rendering of services  reasonably  incurred by
you on behalf of the Company during the Term of this Agreement  shall be paid by
the Company in accordance with Company's expense policy.

     This Agreement may be terminated: (i) at any time for cause (as hereinafter
defined); (ii) in the event of your death; or (iii) your inability, by reason of
physical or mental  disability,  to continue to perform your duties for a period
of 90  consecutive  days. In any such event,  the Company shall  compensate  you
through the date of termination.

     For purposes of this Agreement, the Company shall have "cause" to terminate
this Agreement upon (i) the failure to satisfactorily  perform your duties under
this  Agreement,   (ii)  your  engagement  in  criminal  misconduct   (including
embezzlement  and criminal fraud) which is injurious to the Company,  monetarily
or otherwise, (iii) your conviction of a felony or (iv) your gross negligence in
the  performance  of your duties as a consultant  to the  Company.  Prior to any
termination  under clause (i) above, the Company shall provide written notice to
Consultant  and  Consultant  shall have thirty (30) days,  from  receipt of such
notice to correct the situation to the satisfaction of the Company.



Mr. Michael Brown
June 20, 2000
Page -3-


     You agree that you will not,  during the period of this Agreement and for a
period of one year following the  termination of this Agreement  pursuant to its
terms, directly or indirectly (i) use,  communicate,  disclose or disseminate to
any person,  firm or  corporation  any  confidential  information  regarding the
clients,  customers or business  practices of the Company acquired by you during
the term of this  Agreement,  provided,  however,  that you are prohibited  from
misappropriating any trade secret of the Company at any time during or after the
termination of this Agreement; or (ii) within New York, New Jersey, Delaware and
Pennsylvania,  engage,  have an  interest  in  (whether  as an  owner,  manager,
operator,  licensor,  licensee,  lender, partner,  stockholder,  joint venturer,
consultant or otherwise) or render any services to any business competitive with
the Company's business activities; or (iii) take any action which constitutes an
interference  with or a disruption of any of the Company's  business  activities
including,  without  limitation,  the solicitation of the Company's customers or
employees.  Nothing in this paragraph  shall prevent you from becoming an owner,
either directly or in directly, of up to two percent (2%) of the publicly traded
capital stock,  or up to a ten (10%) interest in a privately held company,  held
solely for investment  purposes of any other corporation  engaged in the same or
similar business to the Company. At no time during the Term of this Agreement or
thereafter shall you, directly or indirectly, disparage the commercial, business
or financial  reputation  of the Company.  Notwithstanding  the  foregoing,  the
Company agrees that the  restrictions  set forth in this paragraph shall be null
and void if the Company defaults under the terms of the promissory note executed
by the Company in favor of DelaNet, Inc. dated June 20, 2000.

     You agree that the Company would be  irreparably  injured in the event of a
breach by you of any of your  obligations  under the preceding  paragraph,  that
monetary  damages would not be an adequate  remedy for any such breach,  and the
Company shall be entitled to injunctive  relief, in addition to any other remedy
which it may have, in the event of any such breach.

     You agree that you will not at any time during or after the  termination of
this  Agreement,   directly  or  indirectly,   use,  communicate,   disclose  or
disseminate to any person,  firm or  corporation  any  confidential  information
regarding the clients,  customers or business  practices of the Company acquired
by you during the term of this Agreement with the Company, except in response to
a valid subpoena or court order.  You agree to promptly provide the Company with
notice  in the event  you  receive a  subpoena  or court  order  compelling  the
disclosure of such information.

     You agree to  disclose  promptly  to the  Company  any and all  inventions,
innovations,  discoveries,  improvements and other works of authorship conceived
or made by you  ("Work  Product")  under  the  terms  of this  Agreement  and in
connection with the business of or activities of the Company,  and hereby assign
and agree to assign all of your  right,  title and  interest in and to such Work
Product  to the  Company.  Such  Work  Product  will be the 



Mr. Michael Brown
June 20, 2000
Page -4-


sole and exclusive  property of the Company.  Whenever requested to do so by the
Company,  you  shall  execute  any and all  applications,  assignments  or other
instruments  at the Company's  expense which the Company shall deem necessary to
perfect the foregoing  assignment or to protect the Company's  interest therein.
In the event you fail or refuse to execute such  documents,  you hereby  appoint
the Company as your  attorney-in-fact  (such appointment to be irrevocable and a
power  coupled  with an  interest)  to act on your  behalf and to  execute  such
documents.  The  obligations of this paragraph shall be binding on your assigns,
executors,  administrators  and other legal  representatives.  The Company shall
have the right to obtain  injunctive  relief for violation of this paragraph and
the terms of this paragraph shall survive the term of this agreement.

     If any of the  provisions  of this  Agreement  shall be  adjudicated  to be
invalid or  unenforceable  for any reason  whatsoever,  said provision  shall be
(only with respect to the operation  thereof in the particular  jurisdiction  in
which such  adjudication is made) construed by limiting and reducing it so as to
be enforceable to the extent  permissible,  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.

     All  notices  relating to this  Agreement  shall be in writing and shall be
either personally  delivered,  sent by telecopy (receipt confirmed) or mailed by
certified mail, return receipt requested,  to be delivered at such address as is
indicated  above,  or at such other  address or to the  attention  of such other
person as the recipient  has  specified by prior  written  notice to the sending
party. Notice shall be effective when so personally delivered,  one business day
after being sent by telecopy or five days after being mailed.

     This  Agreement  may be extended  for  additional  periods  upon the mutual
agreement  by the parties,  in which event the parties  agree to enter into good
faith negotiations with respect to salary, bonus provisions and such other terms
and conditions as the parties may agree.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the  State of  Delaware.  You  hereby  irrevocably  and  unconditionally
consent to submit to the jurisdiction of the courts of the State of New York and
of the United  States  located in the County of New York,  State of New York for
any litigation arising out of or relating to this Agreement and the transactions
contemplated hereby in any action brought by the Company and waive any objection
to the laying of venue of any such  litigation  in such  courts and agree not to
plead or claim that such litigation  brought in any such courts has been brought
in an inconvenient forum. If you shall file any claim arising out of or relating
to this Agreement and the transactions contemplated hereby, the Company consents
to submit to jurisdiction of the Courts of the State of Delaware.




Mr. Michael Brown
June 20, 2000
Page -5-


     You  represent  that the  execution of this  Agreement and the discharge of
your obligations  hereunder will not breach or conflict with any other contract,
agreement, or understanding between you and any other party.

                                                 Very truly yours,

                                                 FRONTLINE COMMUNICATIONS CORP.



                                                 By
                                                   -----------------------------
                                                      Stephen J. Cole-Hatchard
                                                      President/CEO

AGREED TO AND ACCEPTED:



-------------------------------------
Michael Brown


ENVIRONMENTAL ENERGY SERVICES CORP.



-------------------------------------
By:
Title:




[LOGO] frontline.net
Effortless Ecommerce & Internet Access
                               One Blue Hill Plaza     Phone (914) 623-8553
                               P.O. Box 1548           Fax   (914) 623-8669
                               Pearl River, NY  10965  E-mail  frontline@fcc.net


                                                              June 20, 2000


DMAC Engineering
432 Hickory Avenue
Carney's Point, New Jersey 08069
Attention:  Mr. Donald McIntire


Dear Mr. McIntire:

     This will confirm the terms of your  consulting  agreement  with  Frontline
Communications Corp. (the "Company"). You agree to serve on a full-time basis as
a Consultant for a two-year period  commencing June 21, 2000 (herein referred to
as the "Term"),  unless earlier  terminated  pursuant hereto.  You shall perform
your  duties  to the  reasonable  satisfaction  of,  and in  furtherance  of the
business and activities of, the Company,  such work to be performed primarily at
the Company's office located in New Castle,  Delaware;  it being understood that
you may be required to travel in  connection  with the  business of the Company,
the  expenses  incurred  for such  travel will be  reimbursed  to you as per the
Frontline Employee  Handbook.  During the Term, you shall report directly to the
Chief Operating Officer, or to whomever the Board of Directors may direct.

     During the Term of this Agreement,  you shall be compensated at $40,000 per
annum.  Such payment
 shall be made to DMAC Engineering for the services rendered
by you during the term of this  Agreement.  In addition,  you shall be granted a
bonus  in the form of stock  options  based  upon  meeting  certain  performance
criteria, outlined as follows:

     If during the two months immediately following the six month anniversary of
the Closing of the Asset Purchase  Agreement by and among the Company,  DelaNet,
Inc., You and Michael Brown, (the "Asset Purchase Agreement"), the Company, as a
result of your actions as consultant, realizes:

     $400,000 in operating  profit = you will receive 25,000 options to purchase
25,000 shares of the Company's Common Stock, par value $.01 (the "Common Stock")

     $500,000 in operating  profit = you will receive 37,500 options to purchase
37,500 shares of Common Stock

     $600,000 in operating  profit = you will receive 50,000 options to purchase
50,000 shares of Common Stock

     The operating profit shall be defined as earnings before  interest,  taxes,
depreciation and amortization (EBITA) of the acquired company, after the Closing
of the  transaction  contemplated  by the Asset Purchase  Agreement and shall be
determined in accordance  with Generally  Accepted  Accounting  Principles.  The
purchase  price of the 



Mr. Donald McIntire
June 20, 2000
Page -2-


shares of Common Stock covered by the options shall be $3.00 per share and shall
vest immediately.

     In addition to the bonus  structure set forth above,  the Company shall pay
an  additional  bonus to you for any  acquisition  that is negotiated by you and
closed by  Purchaser.  Such bonus shall be  calculated  by taking 0.5% of the 12
month trailing  revenue of the acquired  company  measured back from the date of
the closing of such acquisition.

     All expenses incident to the rendering of services  reasonably  incurred by
you on behalf of the Company during the Term of this Agreement  shall be paid by
the Company in accordance with Company's expense policy.

     This Agreement may be terminated: (i) at any time for cause (as hereinafter
defined); (ii) in the event of your death; or (iii) your inability, by reason of
physical or mental  disability,  to continue to perform your duties for a period
of 90  consecutive  days. In any such event,  the Company shall  compensate  you
through the date of termination.

     For purposes of this Agreement, the Company shall have "cause" to terminate
this Agreement upon (i) the failure to satisfactorily  perform your duties under
this  Agreement;   (ii)  your  engagement  in  criminal  misconduct   (including
embezzlement  and criminal fraud) which is injurious to the Company,  monetarily
or otherwise, (iii) your conviction of a felony or (iv) your gross negligence in
the  performance  of your duties as a consultant  to the  Company.  Prior to any
termination  under clause (i) above, the Company shall provide written notice to
Consultant  and  Consultant  shall have thirty (30) days,  from  receipt of such
notice to correct the situation to the satisfaction of the Company.



Mr. Donald McIntire
June 20, 2000
Page -3-


     You agree that you will not,  during the term of this  Agreement  and for a
period of one year following the  termination of this Agreement  pursuant to its
terms, directly or indirectly (i) use,  communicate,  disclose or disseminate to
any person,  firm or  corporation  any  confidential  information  regarding the
clients,  customers or business  practices of the Company acquired by you during
the term of this  Agreement,  provided,  however,  that you are prohibited  from
misappropriating any trade secret of the Company at any time during or after the
termination of this Agreement; or (ii) within New York, New Jersey, Delaware and
Pennsylvania  engage,  have  an  interest  in  (whether  as an  owner,  manager,
operator,  licensor,  licensee,  lender, partner,  stockholder,  joint venturer,
consultant or otherwise) or render any services to any business competitive with
the Company's business activities; or (iii) take any action which constitutes an
interference  with or a disruption of any of the Company's  business  activities
including,  without  limitation,  the solicitation of the Company's customers or
employees.  Nothing in this paragraph  shall prevent you from becoming an owner,
either directly or in directly, of up to two percent (2%) of the publicly traded
capital stock,  or up to a ten (10%) interest in a privately held company,  held
solely for investment  purposes of any other corporation  engaged in the same or
similar business to the Company. At no time during the Term of this Agreement or
thereafter shall you, directly or indirectly, disparage the commercial, business
or financial  reputation  of the Company.  Notwithstanding  the  foregoing,  the
Company agrees that the  restrictions  set forth in this paragraph shall be null
and void if the Company defaults under the terms of the promissory note executed
by the Company in favor of DelaNet, Inc. dated June 20, 2000.

     You agree that the Company would be  irreparably  injured in the event of a
breach by you of any of your  obligations  under the preceding  paragraph,  that
monetary  damages would not be an adequate  remedy for any such breach,  and the
Company shall be entitled to injunctive  relief, in addition to any other remedy
which it may have, in the event of any such breach.

     You agree that you will not at any time during or after the  termination of
this  Agreement,   directly  or  indirectly,   use,  communicate,   disclose  or
disseminate to any person,  firm or  corporation  any  confidential  information
regarding the clients,  customers or business  practices of the Company acquired
by you during the term of this Agreement with the Company, except in response to
a valid subpoena or court order.  You agree to promptly provide the Company with
notice  in the event  you  receive a  subpoena  or court  order  compelling  the
disclosure of such information.

     You agree to  disclose  promptly  to the  Company  any and all  inventions,
innovations,  discoveries,  improvements and other works of authorship conceived
or made by you  ("Work  Product")  under  the  terms  of this  Agreement  and in
connection with the business of or activities of the Company,  and hereby assign
and agree to assign all of your  right,  title and  interest in and to such Work
Product  to the  Company.  Such  Work  Product  will be the sole  and  exclusive
property of the Company.  Whenever requested to do so by the Company,  you shall
execute  any and all  applications,  assignments  or  other  instruments  at 



Mr. Donald McIntire
June 20, 2000
Page -4-


the  Company's  expense  which the Company  shall deem  necessary to perfect the
foregoing  assignment or to protect the Company's interest therein. In the event
you fail or refuse to execute such documents,  you hereby appoint the Company as
your  attorney-in-fact  (such  appointment to be irrevocable and a power coupled
with an  interest)  to act on your  behalf and to execute  such  documents.  The
obligations  of this  paragraph  shall be  binding on your  assigns,  executors,
administrators and other legal representatives. The Company shall have the right
to obtain  injunctive  relief for  violation of this  paragraph and the terms of
this paragraph shall survive the term of this agreement.

     If any of the  provisions  of this  Agreement  shall be  adjudicated  to be
invalid or  unenforceable  for any reason  whatsoever,  said provision  shall be
(only with respect to the operation  thereof in the particular  jurisdiction  in
which such  adjudication is made) construed by limiting and reducing it so as to
be enforceable to the extent  permissible,  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.

     All  notices  relating to this  Agreement  shall be in writing and shall be
either personally  delivered,  sent by telecopy (receipt confirmed) or mailed by
certified mail, return receipt requested,  to be delivered at such address as is
indicated  above,  or at such other  address or to the  attention  of such other
person as the recipient  has  specified by prior  written  notice to the sending
party. Notice shall be effective when so personally delivered,  one business day
after being sent by telecopy or five days after being mailed.

     This  Agreement  may be extended  for  additional  periods  upon the mutual
agreement  by the parties,  in which event the parties  agree to enter into good
faith negotiations with respect to salary, bonus provisions and such other terms
and conditions as the parties may agree.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the  State of  Delaware.  You  hereby  irrevocably  and  unconditionally
consent to submit to the jurisdiction of the courts of the State of New York and
of the United  States  located in the County of New York,  State of New York for
any litigation arising out of or relating to this Agreement and the transactions
contemplated hereby in any action brought by the Company and waive any objection
to the laying of venue of any such  litigation  in such  courts and agree not to
plead or claim that such litigation  brought in any such courts has been brought
in an inconvenient forum. If you shall file any claim arising out of or relating
to this Agreement and the transactions contemplated hereby, the Company consents
to submit to jurisdiction of the Courts of the State of Delaware.



Mr. Donald McIntire
June 20, 2000
Page -5-


     You  represent  that the  execution of this  Agreement and the discharge of
your obligations  hereunder will not breach or conflict with any other contract,
agreement, or understanding between you and any other party.

                                               Very truly yours,

                                                FRONTLINE COMMUNICATIONS CORP.


                                                By 
                                                   -----------------------------
                                                     Stephen J. Cole-Hatchard
                                                     President/CEO

AGREED TO AND ACCEPTED:


------------------------------
Donald McIntire


DMAC Engineering


------------------------------
By:
Title:



                          REGISTRATION RIGHTS AGREEMENT

     Registration  Rights Agreement  ("Agreement")  dated as of June 20, 2000 by
and among Frontline  Communications  Corporation,  a Delaware  corporation  (the
"Company"),   DelaNet,   Inc.,  a  Delaware  corporation   ("DelaNet")  and  the
stockholders of DelaNet listed on the signature pages.

                                    RECITALS

     For good and valuable  consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:

     WHEREAS,  pursuant to the Asset  Purchase  Agreement  (the "Asset  Purchase
Agreement") of even date herewith  between the Company,  DelaNet,  Michael Brown
and Donald  McIntire,  the Company  issued a  Convertible  Note (the  "Note") to
DelaNet  whereby DelaNet has the option to convert the entire amount of the debt
issued  under the Note into  unregistered  shares of common stock of the Company
(the "Conversion Shares");

     WHEREAS, in accordance with the terms of the Asset Purchase Agreement,  the
Company  shall  grant  "piggyback"  registration  rights  with  respect  to  the
Conversion Shares; and

     WHEREAS,  it is a condition to the  performance  of  DelaNet's  obligations
under the Asset  Purchase  Agreement  that the Company enter into this Agreement
with the DelaNet with respect to the Conversion
 Shares held by the DelaNet.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and mutual
covenants herein contained, the parties hereto do hereby agree as follows:

     1.   Piggyback Registration.

               (a) If, at any time during the period commencing ninety (90) days
          after the  Conversion  Shares are issued  pursuant to the terms of the
          Note, the Company proposes to prepare and file with the Securities and
          Exchange  Commission (the  "Commission")  a registration  statement on
          Form S-3 covering  equity or debt  securities  of the Company,  or any
          such securities of the Company held by its shareholders, other than in
          connection  with a merger,  acquisition  or pursuant to a registration
          statement on Form S-4 or Form S-8 or any successor  form (for purposes
          of this Article 1, a "Registration Statement"),  the Company will give
          written  notice to DelaNet of its intention to do so by certified mail
          ("Notice"),  at least  fifteen  (15) days  prior to the filing of each
          such Registration Statement. Upon the written request of DelaNet, made
          within ten (10) days after  receipt of the  Notice,  that the  Company
          include  any  of   DelaNet's   Conversion   Shares  in  the   proposed
          Registration  Statement,   the  Company  shall,  as  to  DelaNet,  use
          reasonable efforts to effect the registration under the Securities Act
          of the  Conversion  Shares  which it has been so requested to 




          register  ("Piggyback  Registration"),  at the Company's sole cost and
          expense  and  at no  cost  or  expense  to  DelaNet  (other  than  any
          commission,  discounts or counsel fees payable by DelaNet,  as further
          provided in Section  23(c)  hereof);  provided,  however,  that if the
          Piggyback  Registration is in connection  with an underwritten  public
          offering and in the written  opinion of the Company's  underwriter  or
          managing  underwriter  of the  underwriting  group,  if any,  for such
          offering,  the inclusion of all or a portion of the Conversion  Shares
          requested  to be  registered,  when  added  to  the  securities  being
          registered by the Company or the selling shareholder(s),  if any, will
          exceed the maximum  amount of the  Company's  securities  which can be
          marketed  (i) at a price  reasonably  related  to their  then  current
          market value,  or (ii) without  otherwise  having an adverse effect on
          the offering, then the Company may exclude from such offering all or a
          portion  of the  Conversion  Shares  which  it has been  requested  to
          register.

               (b) Notwithstanding the preceding provisions of this Section, the
          Company  shall  have the right at any time  after it shall  have given
          written notice pursuant to this Section  (irrespective  of whether any
          written  request for inclusion of such  securities  shall have already
          been made) to elect not to file any proposed  Registration  Statement,
          or to  withdraw  the same after the filing but prior to the  effective
          date thereof.

               (c)  Notwithstanding  anything  contained herein to the contrary,
          the Company shall have no obligation  under this Section 1 to register
          the  Conversion  Shares if the Company  receives an opinion of counsel
          that Rule 144 promulgated  under the Securities Act permits DelaNet to
          transfer the Conversion Shares to the public.

     2.   Demand Registration.

     If the  Company  does not  elect to file a  Registration  Statement  within
ninety (90) days of issuance of the Conversion Shares,  DelaNet may, at any time
on or after the ninety-first (91st) day following such issuance, exercise demand
registration  rights  ("Demand  Rights")  and  demand  that the  Company  file a
Registration  Statement to register the DelaNets'  shares.  Upon receipt of such
demand,  the Company shall  prepare  promptly (and in no event later than thirty
(30) days of receipt of DelaNet's  demand) and file with the SEC a  Registration
Statement with respect to not less than total the number of Conversion Shares.


     3.   Covenants  of the Company  With  Respect to  Registration. The Company
hereby covenants and agrees as follows:

               (a) The  Company  shall  use  reasonable  efforts  to  cause  the
          Registration  Statement  to become  effective  as promptly as possible
          under the  circumstances at the time prevailing and, if any stop order
          shall be issued by the Commission in connection therewith,  to use its
          reasonable efforts to obtain the removal of such order.


                                       2



               (b) Following the effective date of a Registration Statement, the
          Company  shall,  upon the  request of DelaNet,  forthwith  supply such
          reasonable number of copies of the Registration Statement, preliminary
          prospectus and prospectus  meeting the  requirements of the Securities
          Act,  and  other  documents  necessary  or  incidental  to the  public
          offering of the Conversion Shares as shall be reasonably  requested by
          DelaNet to permit DelaNet to make a public  distribution  of DelaNets'
          Conversion  Shares.  The  obligations  of the Company  hereunder  with
          respect to DelaNets'  Conversion  Shares are expressly  conditioned on
          DelaNet  furnishing  to  the  Company  such  appropriate   information
          concerning  DelaNet,  DelaNets'  Conversion  Shares  and the  terms of
          DelaNets' offering of such shares as the Company may request.

               (c) The  Company  will  pay  all  costs,  fees  and  expenses  in
          connection with all Registration  Statements filed pursuant to Section
          1 hereof,  including,  without  limitation,  the  Company's  legal and
          accounting  fees,  printing  expenses and blue sky fees and  expenses;
          provided,  however,  that DelaNet shall be solely  responsible for the
          fees of any  counsel  retained  by  DelaNet  in  connection  with such
          registration and any transfer taxes or underwriting discounts, selling
          commissions or selling fees  applicable to the Conversion  Shares sold
          by DelaNet pursuant thereto.

               (d) The  Company  will  use  reasonable  efforts  to  qualify  or
          register the Conversion  Shares  included in a Registration  Statement
          for  offering and sale under the  securities  or blue sky laws of such
          states as are  requested by DelaNet,  provided  that the Company shall
          not be obligated to execute or file any general  consent to service of
          process (unless the Company is already then subject to service in such
          jurisdiction)  or to qualify as a foreign  corporation  to do business
          under the laws of any such jurisdiction,  except as may be required by
          the Securities Act and its rules and regulations.

     4.   Covenant of DelaNet.

     DelaNet, upon receipt of notice from the Company that an event has occurred
which requires a  post-effective  amendment to the  Registration  Statement or a
supplement to the prospectus  included therein,  shall promptly  discontinue the
sale of Conversion  Shares until DelaNet  receives a copy of a  supplemented  or
amended prospectus from the Company,  which the Company shall provide as soon as
practicable after such notice.

     5.   Indemnification.

               (a) The Company,  its  successors and assigns,  shall  indemnify,
          defend and hold harmless  Michael Brown,  Donald  McIntire and Delanet
          and such person who controls  DelaNet within the meaning of Section 15
          of the Securities Act or Section 20(a) of the Securities  Exchange Act
          of 1934,  as amended,  from and  against  any and all losses,  claims,
          damages  and  liabilities  caused  by or  arising  out of  any  untrue
          statement of a material fact contained in the Registration  Statement,
          or  caused  by or  arising  out of any  omission  to state  therein  a
          material fact  required to be stated  


                                       3



          therein or necessary to make the  statements  therein not  misleading,
          except  insofar as such losses,  claims,  damages or  liabilities  are
          caused by any such untrue statement or omission based upon information
          furnished  or  required to be  furnished  in writing to the Company by
          DelaNet or the trustees thereof  expressly for use therein;  provided,
          however,  that the  indemnification in this Section shall not inure to
          the benefit of DelaNet on account of any such loss,  claim,  damage or
          liability arising from the sale of Conversion Shares by DelaNet,  if a
          copy of a subsequent  prospectus or amendment  thereto  correcting the
          untrue  statement or omission in such earlier  prospectus was provided
          to DelaNet by the Company prior to the subject sale and the subsequent
          prospectus  or amendment  thereto was not delivered or sent by DelaNet
          to the purchaser  prior to such sale.  DelaNet and its  successors and
          assigns shall at the same time,  severally and jointly,  indemnify the
          Company,   its  directors,   each  officer  signing  the  Registration
          Statement and each person, if any, who controls the Company within the
          meaning of the  Securities  Act,  from and against any and all losses,
          claims,  damages and liabilities  caused by any untrue  statement of a
          material fact made by DelaNet in the information furnished or required
          to be furnished in writing to the Company by DelaNet expressly for use
          in the Registration Statement contained in the Registration Statement,
          or any  prospectus  included  therein,  or caused by any  omission  by
          DelaNet to state therein a material fact required to be stated therein
          or necessary to make the statements therein not misleading,  provided,
          however, that DelaNet shall be liable under this Section 4 only to the
          extent of the amount of the Purchase Price, as such term is defined in
          the Asset Purchase Agreement.

     6.   Governing Law.

               (a)  This   Agreement   shall  be   governed   as  to   validity,
          interpretation,  construction, effect and in all other respects by the
          internal  substantive  laws of the State of  Delaware  without  giving
          effect to the choice of law rules thereof.

               (b)  Each of the  Company  and  DelaNet  hereby  irrevocably  and
          unconditionally  consents to submit to the exclusive  jurisdiction  of
          the courts of the State of New York and of the United  States  located
          in the County of New York,  State of New York (the "New York  Courts")
          for any  litigation  arising out of or relating to this  Agreement and
          the transactions  contemplated  hereby (and agrees not to commence any
          litigation  relating  thereto  except  in  such  courts),  waives  any
          objection  to the  laying of venue of any such  litigation  in the New
          York  Courts and  agrees  not to plead or claim  that such  litigation
          brought  in any New York  Courts has been  brought in an  inconvenient
          forum.

     7.   Notices. All  notices,  requests,  demands  and  other  communications
hereunder  shall be in writing and shall be deemed duly given when  delivered by
hand or mailed by express, registered or certified mail, postage prepaid, return
receipt requested, as follows:


                                       4



          If to the Company, at:

                   Frontline Communications Corp.
                   One Blue Hill Plaza, Suite 1548
                   Pearl River, New York 10965
                   Attn:    Legal Department


          with a copy of the same to:

                   Tenzer Greenblatt L.L.P.
                   405 Lexington Avenue
                   23rd Floor
                   New York, NY  10174
                   Attn:  Ethan Seer, Esq.

          If to the DelaNet:

                   DelaNet, Inc.
                   262 Quigley Boulevard
                   New Castle, Delaware 19720
                   Attn:  Mike Brown

          with a copy of the same to:

                   Richards, Layton & Finger, P.A.
                   One Rodney Square
                   10th and King Street
                   Wilmington, Delaware 19801
                   Gregory V. Varallo, Esq.



     Or such other  address as has been  indicated by either party in accordance
with a notice duly given in accordance with the provisions of this Section.

     8.  Amendment.  This Agreement may only be amended by a written  instrument
executed by the parties hereto.

     9. Entire Agreement. This Agreement constitutes the entire agreement of the
parties  hereto with respect to the subject  matter  hereof,  and supersedes all
prior  agreements  and  understandings  of the parties,  oral and written,  with
respect to the subject matter hereof.

     10. Assignment; Binding Effect; Benefits. DelaNet may not assign its rights
hereunder  except to the  stockholders  of  DelaNet  without  the prior  written
consent 


                                       5



of the  Company,  which  consent may be given or withheld for any reason and any
attempted  assignment without having obtained such prior written notice shall be
void and of no force and effect.  This Agreement  shall inure to the benefit of,
and be binding upon,  the parties  hereto and the permitted  assigns,  heirs and
legal  representatives  of DelaNet and the Company and its  successors.  Nothing
herein  contained,  express or  implied,  is  intended to confer upon any person
other than the parties hereto and their respective heirs, legal  representatives
and successors, any rights or remedies under or by reason of this Agreement.

     11.  Headings.  The headings  contained  herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

     12. Severability.  Any provision of this Agreement which is held by a court
of  competent   jurisdiction   to  be   prohibited  or   unenforceable   in  any
jurisdiction(s) shall be, as to such jurisdiction(s),  ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

     13.  Execution in  Counterparts.  This  Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same document.

     IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by the
parties hereto as of the date first above written.

Company:                       FRONTLINE COMMUNICATIONS CORP.


                               By: 
                                   ---------------------------------------------
                                     Name   Stephen J. Cole-Hatchard
                                     Title: Chief Executive Officer & President

                               DELANET, INC.


                               By: 
                                   ---------------------------------------------
                                     Name:  Mike Brown
                                     Title: President



                               By: 
                                   ---------------------------------------------
                                     Name:  Donald McIntire
                                     Title: Vice President


                                       6




                           [FRONTLINE.NET LETTERHEAD]


June 20, 2000


Mike Brown, President
DelaNet, Inc.
262 Quigley Boulevard
New Castle, DE 19720


              Re:    Side Letter re: Bank Account and Accounts Receivable

Dear Mike:

     The purpose of this Side Letter is to set forth the parties' agreement with
regard to certain post-closing obligations. Pursuant to Section 1.2 of the Asset
Purchase   Agreement   dated  June  20,   2000  (the   "Agreement"),   Frontline
Communications  Corp. (the "Purchaser") is acquiring the accounts  receivable of
DelaNet,  Inc.  (the  "Seller")  as well as the  cash  balance  of the  Seller's
Pennsville National Bank Account Number 21-855-3 (the "Bank Account").

     Subsequent to the Closing Date (i.e,  June 20, 2000) the Seller agrees that
it shall not,  without the prior written consent of the Purchaser,  withdraw any
funds from the Bank Account.  Seller  further  agrees that it shall  continue to
collect  accounts  receivable and shall promptly deposit all sums collected into
the Bank Account.  Seller shall provide  Purchaser  with reports  reflecting all
amounts  collected not less than once per week until control of the Bank Account
has been transferred to Purchaser.





o Page 2                                                            July 5, 2000


     If the foregoing reflects your  understanding,  please execute below. Thank
you.


                                        Sincerely,




                                        Amy Wagner-Mele
                                        Executive Vice President
                                        and General Counsel

AGREED TO THIS ____
DAY OF JUNE, 2000


-----------------------
DELANET, INC.

AWM/mmw