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S-3



    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 2003
                           REGISTRATION NO. 333-______

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      FRONTLINE COMMUNICATIONS CORPORATION
                (Name of Registrant as Specified in Its Charter)


                  DELAWARE                                13-3950283
        (State or Other Jurisdiction                    (IRS Employer
     of Incorporation or Organization)               Identification Number)

                         ONE BLUE HILL PLAZA, 7th FLOOR
                           PEARL RIVER, NEW YORK 10965
                                 (845) 623-8553
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                            STEPHEN J. COLE-HATCHARD
                             CHIEF EXECUTIVE OFFICER
                      FRONTLINE COMMUNICATIONS CORPORATION
                         ONE BLUE HILL PLAZA, 7th FLOOR
                           PEARL RIVER, NEW YORK 10965
                                 (845) 623-8553
       (Name, Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent for Service)

                                    COPY TO:
                            SEAN P. MCGUINNESS, ESQ.
                      SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
                          3000 K STREET, N.W. SUITE 300
                             WASHINGTON, D.C. 20007
                            TELEPHONE: (202) 424-7500
                            FACSIMILE: (202) 295-8478

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

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If any of the  securities  being  registered  on this  Form to be  offered  on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, as amended, check the following box. [ ]

If the  registrant  elects to  deliver  its  latest  annual  report to  security
holders,  or a complete and legal facsimile  thereof,  pursuant to Item 11(a) of
this Form, check the following box: [ X ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]



                                       2






                         CALCULATION OF REGISTRATION FEE




                                                           PROPOSED MAXIMUM
TITLE OF SHARES                        AMOUNT TO BE        AGGREGATE PRICE PER      PROPOSED MAXIMUM AGGREGATE    AMOUNT OF
TO BE REGISTERED                       REGISTERED          UNIT (1)                 OFFERING PRICE (1)            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
Common Stock, par value $.01
per share                              3,494,999           $      .53               $     1,852,349               $     149.86

Common Stock, par value $.01                                                                                     
per share, issuable pursuant                                                                                     
to the terms of a convertible                                                                                    
promissory note                          462,000                  .25                       115,500                       9.34

Common Stock, par value $.01                                                                                     
per share, issuable upon                                                                                         
exercise of warrants                     220,000                  .42                        92,400                       7.48

Common Stock, par value $.01                                                                                     
per share, issuable upon                                                                                         
exercise of warrants                     300,000                  .40                       120,000                       9.71

Common Stock, par value $.01                                                                                     
per share, issuable upon                                                                                         
exercise of warrants                     125,000                  .08                        10,000                       0.81

Common Stock, par value $.01                                                                                     
per share, issuable upon                                                                                         
exercise of warrants                     750,000                  .01                         7,500                       0.61

Common Stock, par value $.01                                                                                     
per share, issuable upon                                                                                         
exercise of warrants                   1,666,666                  .30                       500,000                      40.45

TOTAL REGISTRATION FEE                                                                                                  218.26



(1)      Estimated,   pursuant  to  Rule  457(c),  solely  for  the  purpose  of
         calculating the  registration  fee based on the average of the high and
         low prices for the common  stock,  as  reported on the  American  Stock
         Exchange Market on November 21, 2003.

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.




                                       3



                 SUBJECT TO COMPLETION - DATED NOVEMBER 25, 2003

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these  securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

                      FRONTLINE COMMUNICATIONS CORPORATION
                        7,018,665 SHARES OF COMMON STOCK

         This  prospectus  relates to the resale of  7,018,665  shares of common
stock by the selling shareholders named in this prospectus. The 7,018,665 shares
of our  common  stock  offered by this  prospectus  were  issued to the  selling
shareholders in six separate  transactions.  See - Summary of Transactions - The
Offering,  at page 25. The selling shareholders will receive all of the proceeds
from any  sales  of  common  stock.  We will not  receive  any of the  proceeds.
Assuming that all of the warrants held by selling stockholders are exercised, we
will realize proceeds of approximately $729,900.

         The selling shareholders may sell the shares of common stock at various
times and in  various  types of  transactions,  including:  block  transactions,
directly to purchasers  through agents,  brokers,  dealers or underwriters,  and
sales "at the market" to or through a market maker or an existing trading market
or otherwise.  Sales not covered by this prospectus may also be made pursuant to
Rule 144 or  another  applicable  exemption  under the  Securities  Act of 1933.
Shares  may be sold at the  market  price of the  common  stock at the time of a
sale, at prices relating to the market price over a period of time, or at prices
negotiated with the buyers of the shares.

         The selling  shareholders  will pay all brokerage fees and  commissions
and similar expenses. Under the terms of our registration rights agreements with
the selling  shareholders,  we are required to pay legal,  accounting  and other
expenses  relating to the  registration  of the shares with the  Securities  and
Exchange Commission.

         Our common stock is traded on the  American  Stock  Exchange  under the
symbol "FNT." On November 21, 2003,  the last reported sale price for our common
stock was $0.53 per share.

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

         Investing  in our  common  stock  involves a high  degree of risk.  You
should  consider  carefully  the  risk  factors  beginning  on  page  12 of this
prospectus before making a decision to purchase our stock.

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


         Neither the Securities and Exchange Commission nor any state securities
commission  has approved or disapproved  these  securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.


             The date of this Prospectus is _________________, 2003.





                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  previously filed by Frontline  Communications
Corporation with the Securities and Exchange  Commission are incorporated herein
by reference and shall be deemed a part of this prospectus:

         o        Annual  report on Form 10-KSB for the year ended  December 31,
                  2002,  filed on April 15, 2003,  amendment filed on October 6,
                  2003;

         o        Quarterly  report on Form 10-QSB for the  quarter  ended March
                  31, 2003, filed on May 13, 2003;

         o        Quarterly report on Form 10-QSB for the quarter ended June 30,
                  2003, filed on August 19, 2003,  amendment filed on October 3,
                  2003;

         o        Quarterly   report  on  Form  10-QSB  for  the  quarter  ended
                  September 30, 2003, filed on November 14, 2003;

         o        Form 8-Ks filed on March 31,  2003,  April 18,  2003,  May 20,
                  2003 and September 30, 2003, and amendments thereto, filed May
                  6, 2003, June 17, 2003, June 18, 2003 and October 6,2003;

         o        Definitive  Proxy  Statement on Form 14A filed on November 13,
                  2003; and

         o        The   description  of  our  common  stock   contained  in  our
                  Registration  Statement on Form 8-A, declared effective May 5,
                  1998, together with any amendment or report filed with the SEC
                  for the purpose of updating the description.

         All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934,  after the date of this  prospectus  and
before the termination of the offering of the securities  hereby shall be deemed
to be  incorporated  by  reference in this  prospectus  and to be a part of this
prospectus on the date of filing of the documents. Any statement incorporated in
this  prospectus  shall be deemed to be modified or  superseded  for purposes of
this  prospectus to the extent that a statement  contained in this prospectus or
in any other  subsequently  filed  document  which  also is, or is deemed to be,
incorporated  by  reference  in  this  prospectus  modifies  or  supersedes  the
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or  superseded,  to  constitute a part of this  prospectus or the
registration statement of which it is a part.



                                       4



         This  prospectus  incorporates  documents by reference  with respect to
Frontline Communications  Corporation that are not presented herein or delivered
herewith.  These documents are available without charge to any person, including
any beneficial  owner of our  securities,  to whom this prospectus is delivered,
upon written or oral request to Amy Wagner-Mele,  Esq., Frontline Communications
Corporation,  One Blue Hill  Plaza,  6th Floor,  Pearl  River,  New York  10965,
telephone:  (845) 623-8553. These reports and other information can also be read
and  copied at the  SEC's  Public  Reference  Room at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.  You may obtain  information  on the  operation of the
Public  Reference  Room by calling  the SEC at  1-800-SEC-0330.  Our  electronic
filings made through the SEC's electronic data gathering, analysis and retrieval
system  are   publicly   available   through  the  SEC's   worldwide   web  site
(http://www.sec.gov).

                                  THE BUSINESS

         The  following  is a summary  description  of our  business  and of the
business  of  Proyecciones  y Ventas  Organizadas,  S.A. de C.V.,  ("Provo"),  a
company we  acquired  in April  2003.  Because  this is a  summary,  it does not
contain all the  information  about us that may be  important to you. You should
read the more  detailed  information  and the financial  statements  and related
notes which are incorporated by reference in this prospectus.

         Our Acquisition of Provo

         On April 3, 2003, we acquired all of the outstanding  stock of Provo, a
company organized and existing under the laws of Mexico, in exchange for 220,000
shares of our convertible  preferred stock and a $20,000,000  secured promissory
note. We are currently  seeking  shareholder  approval of the  conversion of our
Series E convertible  preferred stock, which is held by the former  stockholders
of Provo,  into shares of our common stock.  Upon receipt of such  approval,  we
anticipate  that  133,445  shares of the Series E  convertible  preferred  stock
(comprising   approximately  60.7%  of  the  originally   outstanding  Series  E
convertible  preferred  stock) will  automatically  be converted into 13,344,514
shares of common stock, representing 49.5% of the then outstanding common stock,
and that the amount due on the $20,000,000  secured promissory note also will be
reduced  by 60.7% to  $7,860,000.  The  remainder  of the  Series E  convertible
preferred stock will remain outstanding and be subject to optional conversion by
its holders from time to time, except that that no share of Series E convertible
preferred  stock  will be  converted  into  common  stock if as a result of such
conversion  the  shares  of  common  stock  issuable  to the  two  former  Provo
stockholders and any entity directly or indirectly  controlled by them upon such
conversion  would exceed 49.5% of the issued and  outstanding  common stock upon
the effectiveness of the conversion.



                                       5



       If our  shareholders  do not  approve  the  conversion  of the  Series  E
convertible  preferred stock into common stock, the $20,000,000 note will become
due  and  payable  in  accordance  with  its  terms.  The  note  is  secured  by
substantially  all of our assets,  including the capital stock of Provo.  In the
event  that  we are  unable  to pay the  note  as it  becomes  due,  the  former
stockholders  of Provo may  initiate  actions  against  us,  which  may  include
foreclosure on their collateral  consisting of substantially  all of our assets.
We do not  believe  that  the  collateral  underlying  the  $20,000,000  note is
sufficient to satisfy the note. If the collateral is insufficient to satisfy our
obligation  under the note, and we are unable to negotiate a settlement with the
former stockholders of Provo, we may be forced to seek bankruptcy protection. We
believe that the significant  additional  liabilities  that we will incur if our
stockholders  fail  to  approve  the  conversion  of the  Series  E  convertible
preferred  stock will have a material  adverse  effect on our  business  and the
interests of our stockholders.

         For a more detailed  discussion of our  acquisition  of Provo,  see the
Definitive  Proxy  Statement on Form 14A,  filed  November  13,  2003,  which is
incorporated herein by reference.

       Description of Frontline's Business

       General

       We are a regional  Internet service provider ("ISP")  providing  Internet
access,  web hosting,  website design,  and related  services to residential and
small business  customers  throughout the Northeast United States and, through a
network partnership agreement, Internet access to customers nationwide.

       Primarily  through 18  acquisitions,  we grew our  monthly  revenue  from
$30,000 as of October  1998 to  approximately  $400,000 as of December 31, 2002.
During  that same  period,  we expanded  our owned  Internet  access  geographic
footprint from the New York/New Jersey  metropolitan  area, to a region that now
includes Delaware,  Eastern Pennsylvania and Northern Virginia.  At December 31,
2002, we owned and operated 12 points-of-presence  ("POPs") which, when combined
with 1,100 POPs licensed from third  parties,  provide us with the capability to
serve over 75% of the U.S. population.

       During  2002,  we  concentrated  our efforts and  resources  primarily on
restructuring our operations to reduce costs,  increase operating efficiency and
improve customer service. As a result of our restructuring, we reduced our staff
from  approximately  70 employees  at March 2001 to 31 as of April 1, 2003,  and
closed two regional offices, consolidating those functions into our Pearl River,
New York headquarters.

       We  streamlined  our product  offerings,  eliminating  certain low margin
products and services,  and added a broadband one-way satellite  Internet access
product line to our group of services. We also standardized our product pricing,
and raised the monthly rates to most of our dial-up access  customers to between
$17.95 and $19.95 per month, depending on the term of service purchased.

       We were formed during February 1997 as a Delaware  corporation  under the
name Easy Street  Online,  Inc. We changed our name to Frontline  Communications
Corporation  in July 1997.  Our principal  executive  offices are located at One
Blue Hill Plaza,  Pearl River, New York 10965, and our telephone number is (845)
623-8553.   Our  corporate  websites  are  located  at   www.frontline.net   and
www.fcc.net.  Information  on these  Websites is not part of this  prospectus  .
Unless the context indicates otherwise, the terms "Frontline," "we," "our," "the
Company"  and  "us" in this  prospectus  include  the  operations  of  Frontline
Communications  Corporation and its wholly owned subsidiaries,  WowFactor, Inc.,
FNT Communications Corp., and CLEC Communications Corp.



                                       6



       Competition

       Our competitors for Internet access services in the United States include
international and national telecommunications providers, such as America Online,
Time Warner Cable, Verizon,  Earthlink,  United Online (NetZero and Juno brands)
and Covad Communications,  as well as regional Internet service providers,  such
as Best Web Corporation,  Fastnet Inc. and LogicalNet Corporation.  Our national
competitors have significantly greater financial, technical, marketing and other
resources  than we do,  and our share of the  market  compared  to theirs is too
small to  quantify.  We believe  that our market share in the region in which we
operate is less than 1%. Many of our current  and future  competitors  possess a
wide range of products and collective new product development  capabilities that
exceed ours. For example,  some of our  competitors,  such as Time Warner Cable,
offer access to the Internet  via cable modem.  We do not possess the  technical
capability to offer such a service.

       Increased  competition  could result in  significant  price  competition,
which in turn  could  result  in  significant  price  reductions  in some of our
product  offerings,  most notably Internet access and web hosting.  In addition,
increased  competition  for new  customers  could result in increased  sales and
marketing   expenses  and  related  customer   acquisition  costs,  which  could
materially adversely affect our operating results. We may not have the financial
resources,  technical expertise or marketing and support capabilities to compete
successfully, and the software, services or technologies developed by others may
render our products, services or technologies obsolete or less marketable.

       Properties

         Our executive  offices are located in Pearl River,  New York,  where we
lease approximately  12,000 square feet of space through a lease that expires in
August  of 2004.  We also  lease  approximately  2,700  square  feet of space in
Babylon, New York that was assumed in connection with our purchase of PNM group,
Inc.  (d/b/a)  Planet Media.  The lease expires in August of 2005. The aggregate
annual rent of the two offices is approximately $308,000.

         In 2001, as a part of our Restructuring Program, we closed our regional
offices in  Delaware  and  Virginia  and have  terminated  the  leases  with the
landlords.  We lease approximately 2,400 square feet in Howell, New Jersey under
a  lease  that  expires  in  May  2004  and  provides  for  monthly   rental  of
approximately  $3,500.  We have  closed  our  office  at this  location  and are
attempting to terminate the lease.

         We also lease space  (typically,  less than 100 square feet) in various
geographic locations to house the  telecommunications  equipment for each of our
POPs.  Leases for the POPs have  various  expiration  dates  through  June 2004.
Aggregate annual rentals for POPs are approximately $6,000.

         Employees

         We currently employ 28 full-time individuals, 24 of whom are located at
our Pearl River, New York headquarters.  The remaining  employees are located at
the Babylon, New York facility.

       Current Corporate Structure

       We are  currently  organized  to take  advantage  of both  Frontline  and
Provo's  strengths,  by  making  the  Provo US  division  (formerly  Frontline's
Internet service division)  responsible for the continued  provision of Internet
service products and the development of the Provo payroll card  technology.  The
Provo Mexico division will remain  responsible for the sales and distribution of
pre-paid  calling  cards,  and will take on the  responsibility  of selling  and
distributing the payroll card in the US and Latin America. A corporate division,
consisting  primarily of former  Frontline  officers,  will be  responsible  for
overall corporate operations, such as finance,  acquisitions,  and SEC reporting
obligations.



                                       7



Description of Provo's Business

       General

       Provo was formed in October 1995 by Ventura  Martinez Del Rio,  Sr., as a
private  company  headquartered  in Mexico City.  Provo was formed to distribute
prepaid  (Ladatel)  public  telephone  cards  for  Telefonos  de  Mexico,   S.A.
("Telmex"),   which   were   introduced   in  1995.   Telmex  is  the   dominant
telecommunications   provider  in  Mexico.  Provo  quickly  became  the  leading
distributor  of Ladatel cards and has  maintained  its leading  position,  which
currently  stands at  approximately  7% of the  nationwide  market.  Provo  also
distributes  Multifon  prepaid  landline  telephone  time provided by Telmex and
prepaid Digital PCS cellular airtime provided by Radiomovil  Dipsa, S.A. de C.V.
("Telcel"). Telcel is the dominant provider of cellular airtime in Mexico.

       Provo  rapidly  grew its sales of prepaid  calling time to more than $101
million in 2002. Currently,  Telcel airtime sales represent about 30% of Provo's
total  annual  sales,  up  significantly  from 10% in 2000.  Telcel  airtime  is
expected to represent an increasing proportion of Provo's sales as Ladatel sales
have begun to level off.

       Provo's principal office is located at Quintana Roo 28, Colonia Roma Sur,
06760, Mexico City, Mexico, and its telephone number is 011 52 55 5264-6442.

       Products

       The purpose of the services that Provo Mexico currently resells in Mexico
is to allow individuals who either do not own a land line phone or cell phone or
are not able to enter into continuous  service contracts for these services,  to
make calls on an as-needed basis, in a convenient and affordable manner.

        Telmex calling time is offered via Ladatel cards in increments of 30, 50
and 100 pesos. Calling time is stored in a simple, single-purpose smart chip and
"burns off" as it is used.  Mechanisms  housed within public  telephones  charge
used  calling time against the  electronic  balance  stored in the card until no
calling time remains. At this point, a new card must be purchased.  Prior to the
advent of these calling cards in 1995 in Mexico,  public phones were coin-based.
Such coin-based phones often broke down or were the subject of significant theft
problems.  The prepaid card program  implemented  by Telmex largely has remedied
these problems.

       Prepaid  Multifon  calling  time is offered via  personal  identification
number  (PIN)-based  access.  Multifon  time is sold to groups of residents  who
share a common phone in a building such as an apartment building.

       Telcel calling time is also offered via PIN-based access.  Telcel calling
time is sold in increments of 100, 200, or 500 pesos.  Users must own or share a
phone to use this service. A PIN must be entered prior to making the first call.
A central switch  maintained by Telcel tracks remaining calling time. Users must
repurchase  a new  block of time with a new PIN every  time they  exhaust  their
prepaid cellular calling time.

       In addition, Provo plans to launch a payroll card product in the U.S. and
Mexico within the next two months.  The Provo payroll card will enable employers
to directly deposit an employee's earnings onto a bank card. The card will serve
as a credit,  debit and cash transfer card. Provo's revenue from the sale of the
card will derive from a  percentage  of  transaction  fees on the  employer  and
employee  side.  Provo  plans to market the  product to  employers  of  unbanked
Spanish speaking workers in the U.S. and Latin America.



                                       8



       Description of Revenues and Commissions

       Provo has relied on Telmex to finance  much of its sales  growth over the
past eight  years,  through  its  provision  of a credit  line to Provo.  Telmex
requires all of its  distributors  to pay for all resold calling time using cash
or their credit line with Telmex when it is ordered.  Various surplus properties
owned by Provo,  its principals  and its business  partners have been pledged to
guarantee Provo's credit lines with Telmex.

       The average  discount Provo receives related to purchases of minutes from
Telmex using credit is approximately 10.8% (credit-based  discounts for 30-, 50-
and  100-peso  cards  range from 10.0% to 12.0%).  This  compares  to an average
discount  rate of  approximately  13.8% related to purchases of minutes paid for
entirely with cash (cash-based  discounts for 30-, 50- and 100-pesos cards range
from 13.0% to 15.2%).  Starting on March 10,  2003,  Provo  effectively  stopped
purchasing  calling  cards using its credit  lines with  Telmex.  All of Provo's
purchases   from  Telmex  are  currently  paid  for  in  cash.  The  shift  from
credit-based  purchases to cash-based  purchases has  increased  Provo's  profit
margins on the products it purchases from Telmex, however its revenue from these
products  has  and  will  continue  to  decrease  due to  Provo's  current  cash
constraints.

       Provo allows its external  agent,  distributor and point of sale partners
to retain combined  commissions or discounts that typically range from 8% to 9%.
Provo  pays  its  internal  sales  team  members  commissions  of 3% to 5%.  Its
distributor network is responsible for collecting approximately 50% of card sale
proceeds and remitting the proper net proceed amounts to Provo within 21 days of
taking  delivery  of new cards.  The other half of Provo's  sales are  collected
directly by Provo or remitted to Provo via daily  deposits by Provo's  agents to
company-owned  bank accounts.  Provo has established  strict remittance rules to
ensure that the distributors to whom it extends credit will pay all amounts owed
to Provo on a timely basis.

       Provo's  distribution  network  includes  several  large  retail  chains,
including Wal-Mart, Carrefour and Office Max. In addition, Provo distributes its
cards in convenience stores, drug stores, restaurants, lottery stands, newspaper
and magazine stands and other general stores.

       Competition

       Approximately  140 distributors  sell prepaid calling time purchased from
Telmex and Telcel in Mexico.  Provo currently maintains the largest market share
position for prepaid calling time in Mexico, at approximately  10%. The next two
largest  competitors  that sell prepaid  calling time in Mexico are Tarjetas Del
Noreste and DiCasa, each with a market share position of approximately 6% to 7%.
Telmex  has  attempted  to curb the size of Provo  in the  past,  by  converting
sub-distributors of Provo to direct distributors for Telmex. In these instances,
Telmex has agreed to pay Provo  royalties to compensate  Provo for the migration
of its sub-distributors upstream.

       Subsidiaries

         Provo  currently  operates  as a group of seven  affiliated  companies.
Telmex  required  Provo  Mexico  to form  some of the  entities  because  of its
dominant  presence in certain  markets.  On March 31, 2003,  Provo acquired from
members of the Martinez del Rio family, the controlling  majority of the capital
stock of the following  subsidiaries:  FS Provo,  S.A. de C.V.;  Proyecciones  y
Ventas Organizadas del D.F., S.A. de C.V.;  Proyecciones y Ventas Organizadas de
Occidente,  S.A. de C.V.;  Tilgo,  S.A. de C.V.;  Tarnor,  S.A. de C.V.  and PTL
Administradora, S.A. de C.V. Provo's audited financial statement results include
the combined total of each these companies' results, as an affiliated group.

       In October  2002,  Provo formed  Provo US,  Inc., a Delaware  corporation
wholly-owned by Provo. Provo US is currently a shell company with no operations.
It is expected  that Provo US will be used for any new  projects  that Provo may
initiate in the United States.





                                       9



       Employees

       Provo currently has 39 direct  full-time  employees.  Provo  subcontracts
personnel  services from SAPROV,  S.C., an affiliated  company.  Provo currently
receives from SAPROV, S.C. services of approximately 69 full-time employees.  In
addition,  Provo has a network of 52  independently-owned  distributorships that
collectively  employ more than 400 sales people.  Provo, in conjunction with its
distributors, has developed an extensive distribution network that includes more
than 20,000 point-of-sale locations.

       Properties

       Provo's  executive offices are located in Mexico City, Mexico where Provo
uses approximately 7,700 square feet of office space.  Provo's executive offices
were  transferred to Telmex as part of the Telmex  settlement  described  below.
Until November 30, 2003 Provo may use the executive offices free of rent. Telmex
has offered Provo to rent it the executive offices after November 30, 2003 for a
monthly  rent of 69,156  pesos  (approximately  $6,230 at the  current  exchange
rate). Provo is currently considering whether to rent this facility from Telmex.

       Provo also leases  approximately  6,000  square  feet of office  space in
Mexico City,  Mexico,  where Provo  houses its  accounting  and human  resources
departments. The lease expires on August 31, 2005 and the annual rent is 336,000
pesos  ($30,270 at the current  exchange  rate).  Unless  otherwise  noted,  all
exchange rates used herein are made at the official exchange rate on October 29,
2003 equal to 11.10 pesos for each $1.

       In addition,  Provo leases small offices in 16 cities  throughout  Mexico
where it maintains  regional sales and  distribution  offices.  Provo's regional
offices are located in the  following  Mexican  cities:  Monterrey,  Nuevo Leon;
Torreon,  Coahuila;  Monclova,  Coahuila;  Chihuahua,   Chihuahua;  Los  Mochis,
Sinaloa;  Guamuchil,  Sinaloa;  Navojoa,  Sonora;  Ciudad Obregon,  Sonora; Agua
Prieta, Sonora; Durango,  Durango; Tepic, Nayarit;  Jalapa,  Veracruz;  Cordoba,
Veracruz; Veracruz, Veracruz;  Teziutlan, Puebla; and Queretaro,  Queretaro. The
aggregate annual rent for these leases is approximately $39,000.

       Provo's  subsidiary,  FS  Provo,  S.A.  owns  approximately  946 acres of
undeveloped land in El Chamal, Tamaulipas,  Mexico. The land has been pledged to
Telmex to secure part of Provo's  credit lines with Telmex.  In addition,  Provo
and its subsidiaries  Proyecciones y Ventas  Organizadas del D.F., S.A. de C.V.,
F.S.  Provo,  S.A. de C.V. and Tilgo,  S.A. de C.V.,  own seven pieces of forest
land totaling  approximately 605 acres in San Gabriel, San Luis Potosi,  Mexico.
This land also has been pledged to Telmex to secure part of Provo's credit lines
with Telmex.

       Telmex Settlement

       In order to significantly  enhance its operating  margins and to position
itself for  renewed  sales  growth,  on March 10,  2003,  Provo  entered  into a
settlement  agreement with Telmex,  whereby Provo  transferred  five non-revenue
generating properties to Telmex in exchange for offsets to its credit lines with
Telmex for 46,650,504  pesos  ($4,202,748  at the current  exchange  rate).  The
Telmex settlement  agreement also provides for the transfer to Telmex of Provo's
corporate headquarters in Mexico City. The Telmex settlement agreement converted
the balance of Provo's  credit line with Telmex into a number of term loans with
varying re-payment schedules.  Under the settlement agreement,  a payment in the
principal amount of 40,000,000  pesos  ($3,603,604 at the current exchange rate)
due and payable on or before September 9, 2003. In September 2003, the agreement
was  amended to extend the due date to November  10,  2003.  Provo is  currently
negotiating  with Telmex a further  extension  to this  agreement.  This payment
bears  interest at a variable  rate equal to the Mexican  Interbank  Equilibrium
Rate multiplied by a factor of 1.3; the current  interest rate is  approximately
6.9% per  annum.  Finally,  the  settlement  agreement  provides  for 54 monthly
payments of 746,526 pesos each  ($67,255 at the current  exchange  rate),  which
will be due and  payable  by Provo to  Telmex  commencing  on July 10,  2003 and
continuing  until  January 10, 2008.  The monthly  payments  bear  interest at a
variable rate equal to the Mexican  Interbank  Equilibrium  Rate multiplied by a
factor of 1.3; the current interest rate is approximately 6.9% per annum.



                                       10



         On September 9, 2003, Telmex and Provo entered into an amendment to the
settlement  agreement,  whereby  Telmex agreed to increase the value assigned to
certain  properties  previously  transferred by Provo thereby  further  reducing
Provo's total  indebtedness by 7,763,182 pesos ($699,385 at the current exchange
rate).  This amount will reduce the number of monthly payments payable under the
settlement.  No monthly  payments  have been made to date.  We are  currently in
negotiation with Telmex to extend the November repayment date and reschedule the
repayment  terms of the entire line of credit.  If we are unable to  renegotiate
the term of our debt to Telmex,  Telmex  may cease to provide us with  products,
may refuse to do business with us or may otherwise  attempt to collect the debt.
Should Telmex take any such action, our operations would be adversely affected.

                                  The Offering




                                                                                          
Common stock offered.................................              7,018,665  shares,  of which 3,061,666 are issuable upon
                                                                   exercise  of  warrants  owned  by  five  of the  selling
                                                                   stockholders,  and 462,000 are issuable  pursuant to the
                                                                   terms of a convertible promissory note.


Common stock outstanding.............................              13,784,146 shares.

Use of Proceeds......................................              Assuming  that all of the  warrants  held by the selling
                                                                   stockholders  are  exercised,   we  will  realize  gross
                                                                   proceeds of approximately  $729,900,  which will be used
                                                                   for  working  capital.  We will not  receive  any of the
                                                                   proceeds  from the sale of common  stock by the  selling
                                                                   stockholders.

American Stock Exchange symbol.......................              FNT

Risk Factors.........................................              You should read the "Risk Factors" section  beginning on
                                                                   page  12  and the other cautionary statements in this
                                                                   prospectus to ensure that you understand the risks associated
                                                                   with an investment in our common stock.




              Cautionary Note Regarding Forward-Looking Statements

     This prospectus contains  forward-looking  statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend
the  forward-looking  statements to be covered by the safe harbor provisions for
forward-looking  statements  in these  sections.  All  statements  regarding our
expected financial position and operating results, our business strategy and our
plans  are  forward-looking  statements.   These  statements  can  sometimes  be
identified by our use of words such as "may," "anticipate,"  "expect," "intend,"
"believe,"   "estimate"  or  similar   expressions.   Our  expectations  in  any
forward-looking  statements  may not turn out to be correct.  Our actual results
could be materially  different  from our  expectations.  Important  factors that
could cause our actual results to be materially  different from our expectations
include those  discussed  under "Risk  Factors." We have no obligation to update
these  statements  to reflect  events and  circumstances  after the date of this
prospectus.



                                       11



                                  RISK FACTORS

         You  should  carefully  consider  the  following  risk  factors  before
purchasing our common stock. The risks and uncertainties described below are not
the only ones we face. There may be additional risks and uncertainties  that are
not known to us or that we do not  consider to be material at this time.  If the
events  described in these risks occur,  our business,  financial  condition and
results  of  operations   would  likely   suffer.   This   prospectus   contains
forward-looking  statements  that involve  risks and  uncertainties.  Our actual
results   may  differ   significantly   from  the  results   discussed   in  the
forward-looking  statements.  This section  discusses  the business risk factors
that might cause those differences.



                                  RISK FACTORS

       In  addition  to  the  other  information  provided  or  incorporated  by
reference  in this  document,  you should  consider  the  following  information
carefully.

Risks Related to Our Acquisition of Provo

If our stockholders fail to approve  conversion of the Series E preferred stock,
we will incur significant additional liabilities.

       If our stockholders do not approve Proposals 1 and 3 (as set forth in the
Definitive  Proxy Statement on Form 14A, filed November 13, 2003) by January 31,
2004, the Series E preferred stock will remain outstanding on a non-convertible,
non-voting basis, and the $20,000,000 note issued to the former  stockholders of
Provo will become due and payable in  accordance  with its terms.  The note will
become due and payable in full on the  fifteenth  day  following  the earlier of
January  31,  2004 or the date upon  which our  stockholders  reject  Proposal 1
and/or  Proposal  3. The note is secured  by  substantially  all of our  assets,
including the capital stock of Provo. In the event that we are unable to pay the
note as it becomes due, the former  stockholders  of Provo may initiate  actions
against us, which may include  foreclosure  on their  collateral  consisting  of
substantially  all  of  our  assets.  We do  not  believe  that  the  collateral
underlying  the  $20,000,000  note is  sufficient  to satisfy  the note.  If the
collateral is insufficient to satisfy our obligation  under the note, and we are
unable to negotiate a settlement  with the former  stockholders of Provo, we may
be  forced  to seek  bankruptcy  protection.  We  believe  that the  significant
additional  liabilities that we will incur if our  stockholders  fail to approve
Proposals 1 and 3 will have a material  adverse  effect on our  business and the
interests of our stockholders.

The former stockholders of Provo will control a substantial amount of our common
stock.

         If our  stockholders  approve the  conversion of the Series E preferred
stock,  10,008,385 shares (approximately 37.1%) of our common stock will be held
by  our  Chairman,   Ventura   Martinez  del  Rio,  Sr.  and  3,336,129   shares
(approximately  12.4%)  of our  common  stock  will be held by his son,  Ventura
Martinez del Rio, Jr., President of the Provo Mexico Division. In addition,  Mr.
Martinez  del Rio,  Sr. will retain  64,916  shares of our Series E  convertible
preferred  stock,  optionally  convertible  into 6,491,615  shares of our common
stock,  and Mr.  Martinez del Rio, Jr. will retain 21,639 shares of our Series E
convertible  preferred  stock,  optionally  convertible into 2,163,871 shares of
common stock, in each case subject to the 49.5% ownership  limitation  described
above.



                                       12



We may not  successfully  integrate and manage the  operations  of Provo,  which
could adversely affect future earnings.

       As  a  result  of  our  acquisition  of  Provo,   Provo  has  become  our
wholly-owned subsidiary. Provo has an operating history, but not under Frontline
management.  Failure to manage the combined company  successfully may negatively
affect  our  operating  results.  The  risks  of this  acquisition  include  the
following:  

         o        management  will have to divert time,  attention and resources
                  to integrate the businesses;

         o        Provo may have  unexpected  problems  or risks in  operations,
                  personnel, technology or credit;

         o        we may lose Provo's current customers or employees;

         o        new management  may not work smoothly with existing  employees
                  or customers;

         o        the assimilation of new operations,  sites and personnel could
                  divert resources from existing operations;

         o        management  may  be  unable  to  operate  successfully  in  an
                  international environment; and

         o        we  may  have  trouble  instituting  and  maintaining  uniform
                  standards, controls, procedures and policies.

       We can make no assurances that we will be able to successfully  integrate
acquired  businesses or operations  that we have acquired,  including  Provo, or
that  we may  acquire  in the  future.  In  addition,  we may  not  achieve  the
anticipated  benefits  from  our  acquisitions.   If  we  fail  to  achieve  the
anticipated benefits from such acquisitions, we may incur increased expenses and
experience  a  shortfall  in our  anticipated  revenues  and we may not obtain a
satisfactory return on our investment.

We have a history of losses  prior to the  acquisition  of Provo and  anticipate
that we may incur losses in the future.

       Since our  inception  and  prior to our  acquisition  of  Provo,  we have
incurred significant losses. For the years ended December 31, 2001 and 2002, our
net losses were $7,029,287 and $787,525, respectively. Although Provo has been a
profitable  company  for a number  of  years,  we have  little  experience  as a
combined  company and we may not be able to achieve  profitability as a combined
business.  Moreover, we intend to engage in additional strategic acquisitions in
the future.  Future  acquisitions may reduce our  profitability.  We can make no
assurances that we will achieve or sustain  profitability  as a combined company
or generate  sufficient  operating income to meet our working  capital,  capital
expenditure and debt service  requirements,  and if we are unable to do so, this
would have a material  adverse effect on our business,  financial  condition and
results of operations.

We may not  realize  anticipated  operating  efficiencies,  which could hurt our
profitability.

       As a result of our  acquisition  of  Provo,  we  expect  to  improve  our
operations by reducing costs, expanding services and integrating  administrative
functions.  We may not realize these  operating  efficiencies or may not realize
them as soon as  anticipated.  If we do not realize  operating  efficiencies  as
anticipated, our profitability may be adversely affected.

Unanticipated costs relating to our acquisition of Provo could reduce our future
results of operations.

       We  believe  that  we have  reasonably  estimated  the  likely  costs  of
integrating  the  operations of Frontline and Provo.  However,  the  possibility
exists that  unexpected  transaction  costs such as taxes,  fees or professional
expenses,  or unexpected future operating  expenses such as increased  personnel
costs or  increased  taxes,  as well as other  types  of  unanticipated  adverse
developments,  could have a material adverse effect on the results of operations
and  financial  condition  of the  combined  company.  If  unexpected  costs are
incurred,  the acquisition  could adversely affect our results of operations and
earnings per share.



                                       13



Frontline  and  Provo  have  incurred  and will  continue  to incur  significant
transaction  expenses  and  integration-related  costs  in  connection  with the
acquisition transaction.

       Frontline  and Provo  expect to incur  charges to  operations  to reflect
costs  associated  with  combining  the  operations  of the  two  companies  and
transaction  fees and other costs related to our  acquisition of Provo.  Some of
these costs will be expenses  subsequent to the  consummation of our acquisition
of Provo and will adversely affect the results of the combined company and could
adversely  impact the market price of our common stock.  In connection  with the
transaction,  Frontline and Provo anticipate expenses of approximately $500,000.
Integration-related  costs  will be  recognized  as  those  actions  take  place
subsequent  to  our  acquisition  of  Provo.  There  can  be no  assurance  that
realization of efficiencies  anticipated from the integration of the businesses,
will offset additional expenses in the near term, or at all.

Risks Related to Our Business

We require additional  financing in order to fund working capital  requirements,
capital expenditures and general corporate expenses.

       Our  current  cash  flow  is   insufficient   to  fund  working   capital
requirements,  capital expenditures and general corporate expenses.  Our ability
to fund these requirements is therefore  dependent upon our securing  additional
sources of financing,  such as the Fusion Capital transaction.  If we are unable
to consummate this transaction we will not be able to meet our operating capital
needs on an ongoing basis.  In addition,  the Fusion Capital  transaction may be
terminated if we default under the terms of our agreement  with Fusion  Capital.
For a  summary  of the  terms of our  agreement  with  Fusion  Capital,  see the
Definitive  Proxy  Statement on Form 14A filed  November 13, 2003,  incorporated
herein by reference, at page 67.

Competition  is  significant  in all of our lines of business and is expected to
intensify.

       The market for each of our current and expected  products and services is
intensely  competitive,  and we expect that  competition  will  intensify in the
future.  There are no substantial  barriers to entry,  and these  industries are
characterized  by rapidly  increasing  numbers of new  market  entrants  and new
products and services.

       Provo's  three  closest  competitors  in Mexico - Tarjetas  del  Noreste,
DiCasa and  Distribuidora  Dana - each  account  for  approximately  6-7% of the
market share for prepaid calling cards in Mexico, compared to Provo's 10% market
share.  More than 100 resellers of prepaid  calling time  currently  canvass the
market in Mexico.  Our  competitors  for Internet  access services in the United
States include international and national telecommunications  providers, such as
America Online, Time Warner Cable,  Verizon,  Earthlink,  United Online (NetZero
and Juno brands) and Covad Communications,  as well as regional Internet service
providers,   such  as  Best  Web   Corporation,   Fastnet  Inc.  and  LogicalNet
Corporation.  Our national  competitors have  significantly  greater  financial,
technical, marketing and other resources than we do, and our share of the market
compared to theirs is too small to quantify. We believe that our market share in
the region in which we operate is less than 1%.  Many of our  current and future
competitors  possess  a wide  range  of  products  and  collective  new  product
development capabilities that exceed ours. For example, some of our competitors,
such as Time Warner Cable,  offer access to the Internet via cable modem.  We do
not possess the technical capability to offer such a service.

       Increased  competition  could result in  significant  price  competition,
which in turn  could  result  in  significant  price  reductions  in some of our
product  offerings,  most notably Internet access and web hosting.  In addition,
increased  competition  for new  customers  could result in increased  sales and
marketing   expenses  and  related  customer   acquisition  costs,  which  could
materially adversely affect our operating results. We may not have the financial
resources,  technical expertise or marketing and support capabilities to compete
successfully, and the software, services or technologies developed by others may
render our products, services or technologies obsolete or less marketable.



                                       15



We are dependent on many vendors and suppliers and their financial  difficulties
may adversely affect our business.

       We depend on many  vendors and  suppliers  to conduct our  business.  For
example,  Provo  purchases  prepaid  calling cards  exclusively  from Telmex and
Telcel. If either entity terminated its relationship with Provo, Provo would not
have access to its principal products and its primary source of revenue would be
adversely  affected.  While Provo may be able to purchase  prepaid calling cards
from other regional Mexican  telecommunications  providers,  it is unlikely that
they could re-establish  themselves as a leading  distributor of prepaid calling
cards if Telmex or Telcel refused to do business with them.

       We purchase  telecommunications  services from various telecommunications
companies and competitive local exchange  carriers in the United States,  such a
Covad Communications, Focal Communications and DSL.net, Inc. Many of these third
parties have experienced  substantial  financial  difficulties in recent months,
including  difficulty  in  raising  the  necessary  capital  to  maintain  their
operations and in some cases leading to bankruptcies  and  liquidations.  To the
extent that we rely on these third parties for services we need in order to sell
our  products,  the  financial  difficulties  of these  companies  could  have a
material  adverse effect on our business and prospects.  While we may be able to
obtain comparable services from other telecommunications  providers in the event
any of our  suppliers  ceased  to  supply  us  with  services,  there  can be no
assurance that we could obtain replacement  services at prices which would allow
us to maintain our profit margins.

We may not be able to maintain our  profitability  if our suppliers reduce their
commissions or if they cease doing business with us.

       Our  business  substantially  depends  on the  availability  of  pre-paid
calling  cards and the  discounts  and  commissions  given to us by  Telmex  and
Telcel.  Access to calling-cards is obtained through short-term  agreements that
our providers can terminate, significantly modify or elect not to renew.

       Our   operating   margins  are  sensitive  to  variations  in  whole-sale
commissions  given by Telmex and  Telcel.  Any or all of our  current  suppliers
could  decide to reduce  whole-sale  commissions,  which  would  prevent us from
distributing  large  numbers of cards and would  materially  reduce our business
operations and profitability.

Our sales could be adversely  affected if we lose any of our largest  customers,
if they  materially  reduce their reliance on distributors or if they are unable
to pay amounts due.

       If any of our  largest  customers  in Mexico  were to stop or  materially
reduce  their  purchasing  from us,  or were  unable  to pay our  invoices,  our
financial results could be adversely  affected.  During fiscal 2002, Provo's top
five  customers in the  aggregate  accounted  for  approximately  17% of Provo's
sales. We generally do not have long term contracts with our retailer  customers
or minimum purchase requirements. In addition, there is the possibility that our
larger customers could bypass  distributors  and begin purchasing  calling cards
directly  from  Telmex or  Telcel.  The  concentration  of sales to our  largest
customers  also  exposes  us to  credit  risks  associated  with  the  financial
viability of our customers.  We believe that our sales to our largest  customers
will continue to represent a significant portion of our sales.

We depend on strategic relationships with third parties.



                                       16



       We depend on agreements  and  arrangements  with a variety of third party
partners, including, Telmex, Telcel and our network of distributors in Mexico as
well as certain  providers of high-speed access capability and other competitive
local exchange  carriers in the United  States.  The loss of any of our existing
strategic relationships or any inability to create new strategic partnerships in
the future  would cause  disruptions  to our  business,  reduce any  competitive
advantages  that  these  relationships  may  provide  over our  competitors  and
adversely affect our ability to expand our operations.  In addition, some of the
third  parties with which we seek to enter into  relationships  may view us as a
competitor and refuse to do business with us.

We have  numerous  sub-distributors  in Mexico  and they may divert or delay net
sales receipts from the point of sale.

       Provo  relies on its  large  network  of  sub-distributors  to  collect a
substantial portion of its revenues. Should any of these sub-distributors decide
to or attempt to divert or delay their  remittance  to Provo,  Provo's  need for
consistent interim cash flow would be adversely affected.  Moreover,  we may not
be able to recover  the  diverted  funds.  Significant  diversions  or delays in
receipts  of funds  by  Provo,  could  have a  material  adverse  effect  on our
business, financial condition and results of operations.

A disruption in the  operations of our key shippers could cause a decline in our
sales or a reduction in our earnings.

       We are  dependent on a number of commercial  freight  carriers to deliver
our products to our sub-distributors  and customers.  If the operations of these
carriers are disrupted for any reason,  we may be unable to deliver our products
to our  customers  on a timely  basis.  If we cannot  deliver our products in an
efficient and timely manner, our sales and profitability will suffer.  While the
choice of  carriers  is a fact based  determination  depending  on a  customer's
characteristics, we currently rely on Autobuses Estrella Blanca, S.A. de C.V. to
deliver approximately 42% of our products.

We are dependent on effective billing,  customer service and information systems
and we may have  difficulties  in developing,  maintaining  and enhancing  these
systems.

       Sophisticated back office information and processing systems are vital to
our  growth and our  ability to control  and  monitor  costs,  bill and  service
customers,  initiate,  implement and track customer orders and achieve operating
efficiencies.  Since our inception,  we have also been engaged in developing and
integrating our essential  information systems consisting of our billing system,
our  sales  order  entry  system  and our  customer  implementation  system.  In
addition,  we  continue  to  integrate  the  systems  of  each  of our  acquired
businesses, including Provo. These are challenging projects because all of these
systems  were  developed by different  vendors and must be  coordinated  through
custom  software and integration  processes.  Our sales and other core operating
and financial  data are generated by these systems and the accuracy of this data
depends on the quality and progress of the system integration project.  Although
we have made progress in our system integration  efforts,  we have not completed
it and we may experience  additional  negative  adjustments to our financial and
operating  data as we complete  this effort.  These  adjustments  have not had a
material  adverse effect on our financial or operating data to date but until we
complete  the  entire  project we cannot  assure  you that any such  adjustments
arising out of our systems  integration efforts will not have a material adverse
effect in the future.  If we are unable to develop,  acquire and  integrate  our
operations  and financial  systems,  our customers  could  experience  delays in
delivery of products or services, billing issues and/or lower levels of customer
service.  We also cannot assure you that any of our systems will be successfully
implemented on a timely basis or at all or will perform as expected. Our failure
to successfully  implement these systems would have a material adverse effect on
our business and prospects.

In order to remain  profitable,  we will need to  implement  our  business  plan
successfully,  including  increasing our customer bases in Mexico and the United
States and incorporating new lines of business in an effective manner.



                                       17



       The success of our  business  plan depends upon our ability to retain and
increase  our  customer  base for  prepaid  calling  cards;  attract  and retain
significant numbers of customers for our Internet business;  and consolidate new
lines of business on a timely and cost  effective  basis.  At the same time,  we
will need to hire and retain skilled management,  technical, marketing and other
personnel and continue to expand our product and service  offerings.  We may not
be able to implement our business plan  successfully,  and we may also encounter
unanticipated   expenses,   problems  or  technical   difficulties  which  could
materially delay the implementation of our business plan.

       We have  recently  expanded our  marketing  focus and have begun to offer
additional  products and services,  both of which may place a significant strain
on us. The expansion of our product offerings will continue to place significant
demands  on  the  time  and  attention  of our  senior  management  and  involve
significant financial and other costs, including marketing and promoting our new
products and services and hiring personnel to provide these new services. We may
not be able to enter new markets and offer new services successfully, and we may
not be able to undertake these activities while maintaining sufficient levels of
customer service to retain our existing customers,  either of which would have a
material adverse effect on us, our reputation and our operations.

Our  inability  to manage  our growth  effectively  could  adversely  affect our
business.

       Our future  performance  depends on our  ability to  continue to sell our
products, effectively roll-out our proposed products and services, implement our
business  strategy and  effectively  manage our growth.  Our planned  growth and
expansion will place significant  demands on our management and operations.  Our
ability to manage this growth successfully will depend on:

         o        expanding   our    management    resources,    infrastructure,
                  information and reporting systems and controls;

         o        expansion,  training  and  management  of our  employee  base,
                  including attracting and retaining skilled personnel;

         o        evaluating new markets;


         o        evaluating new acquisition opportunities;

         o        monitoring operations; and

         o        controlling costs.

       If  we  are  not  successful  in  managing  our  growth   effectively  or
maintaining the quality of our service,  our business,  financial  condition and
results of operations could be materially adversely affected.

Our Mexican subsidiaries conduct a majority of our operations and own a majority
of our operating assets.

       Our Mexican  subsidiaries  conduct a majority of our operations,  account
for a majority of our revenues and own a majority of our operating  assets. As a
result, our ability to make any dividend payments on our common stock depends on
the  performance  of  the  businesses   owned  by  our   subsidiaries  and  such
subsidiaries'  ability to  distribute  funds to us. Under  Mexican law,  Mexican
companies must retain part of their profits to establish  certain legal reserves
prior to  distributing  any dividends to their  stockholders.  In addition,  any
dividends received from our subsidiaries in Mexico may be subject to withholding
taxes in Mexico.

       The  rights of holders of our  common  stock may be  subordinated  to the
rights of our  subsidiaries'  lenders.  A default by a subsidiary under its debt
obligations  would likely result in a block on  distributions  from the affected
subsidiary to us. In the event of  bankruptcy,  liquidation  or dissolution of a
subsidiary and following payment of its liabilities, our subsidiary may not have
sufficient  assets  remaining  to  make  payments  to  us  as a  stockholder  or
otherwise.  As of September 30, 2003, Provo and its subsidiaries had outstanding
indebtedness,  excluding  payables to related  parties,  of  approximately  $8.1
million.



                                       18



We are heavily dependent on our senior management.

       We believe that the success of our  business  strategy and our ability to
operate  profitably depend on the continued  employment of our senior management
team.  Our business is managed by a small number of key management and operating
personnel  who have been  involved in our operation in the United States and the
operation  of our  subsidiaries  in Mexico.  As we pursue our  strategy  to grow
through  acquisitions  our need for qualified  personnel  may increase  further.
Competition for qualified personnel is intense, and we cannot assure you that we
will be able to retain our key  employees or that we can attract or retain other
qualified  personnel in the future.  We only maintain key person life  insurance
for $1,000,000 each on the lives of Stephen Cole-Hatchard and Nicko Feinberg.

Risks Related to Our Stock

Our substantial leverage could adversely affect our ability to run our business.

       Our  total  outstanding   indebtedness  as  of  September  30,  2003  was
approximately $8.9 million,  substantially all of which is secured indebtedness.
Of this amount,  we repaid  $96,539 in  principal  and $19,861 in interest on or
about November 25, 2003, and are obligated to pay approximately  $325,000 to IIG
Equity  Opportunities  Fund, Ltd. on December 31, 2003 and were obligated to pay
40,000,000 pesos ($3,660,590 at the current exchange rate) to Telmex on November
10, 2003.  We are currently in  negotiations  with Telmex to  restructure  these
debts so that they are payable  within a longer  term.  We lack the funds to pay
these  obligations  when they become due. If we cannot generate  sufficient cash
flow or otherwise  obtain the funds  necessary to make required  payments on our
indebtedness,  or if we  otherwise  fail to comply  with the  various  covenants
governing  our  indebtedness,  we will be in  default  under  the  terms  of our
indebtedness.  If we are in default,  the holders of certain of our indebtedness
may accelerate the maturity of the specific indebtedness which could cause us to
default on other debt obligations. In addition, if we are in default, Telmex may
suspend delivery of prepaid calling cards to us.

       Therefore,  in order to satisfy our debt  obligations,  we are  currently
pursuing  additional sources of financing,  including potential sources for debt
and equity  financing  (or a  combination  of the two),  and are  exploring  the
possibility of selling some of our assets (such as our dial-up subscriber base),
so that we will have sufficient funds to pay our debts as they become due. There
can be no assurance,  however,  that such  financing  will be available on terms
that are acceptable to us, or on any terms. Our ability to arrange financing and
the cost of the  financing  will  depend on many  factors  including:  

         o        general economic and capital markets conditions;

         o        conditions  in the  retail,  telecommunications  and  Internet
                  industries;

         o        regulatory developments;

         o        investor  confidence  and credit  availability  from banks and
                  other lenders;

         o        the success of our business plan; and

         o        tax and securities laws that affect raising capital.

       If we cannot  obtain  the  additional  funding we  require,  we will make
substantial  reductions  in the  scope and size of our  operations,  in order to
conserve  cash until such funding is  obtained.  We also may be required to seek
protection under the bankruptcy laws.

We have a significant  number of  outstanding  options and warrants  which could
depress  the  market  price of our  common  stock and could  interfere  with our
ability to raise capital in the future.



                                       19



       As of November  25,  2003,  we had  outstanding  options and  warrants to
purchase  5,702,866  shares of our common stock at exercise  prices ranging from
$0.01 to $8.50 per share. To the extent that the outstanding options or warrants
are exercised,  dilution to the percentage of ownership of our stockholders will
occur. Any sales in the public market of the shares  underlying such options and
warrants may  adversely  affect  prevailing  market prices for our common stock.
Moreover,  the  terms  upon  which we will be able to obtain  additional  equity
capital may be adversely affected,  since the holders of outstanding options and
warrants  can be  expected  to  exercise  them at a time  when we  would  in all
likelihood  be able to obtain any needed  capital on terms more  favorable to us
than those provided in the outstanding options and warrants.

Conversion  of the Series B convertible  redeemable  preferred  stock,  Series E
convertible preferred stock and Series D convertible preferred stock will result
in substantial dilution.

       We are currently  requesting our  stockholders to consider and vote upon,
among other things,  the issuance of shares of our common stock upon  conversion
of the Series B convertible  redeemable  preferred  stock,  Series E convertible
preferred  stock and  Series D  convertible  preferred  stock.  Subject  to such
stockholder  approval,  such Series B convertible  redeemable  preferred  stock,
Series E convertible  preferred  stock and Series D convertible  preferred stock
will be  converted  into a total of  18,880,294  shares of common  stock  (after
giving effect to the proposed  two-for-three  reverse  stock split).  Holders of
common  stock  will  therefore  experience  dilution  of their  investment  upon
conversion  of our Series B convertible  redeemable  preferred  stock,  Series E
convertible  preferred  stock  and  Series D  convertible  preferred  stock.  In
addition,  if our agreement with Fusion Capital is approved,  we may issue up to
10,000,000  additional  shares  of  common  stock  to  Fusion  Capital,  thereby
resulting in further dilution of our common stockholders' interests.

The reverse stock split may have a negative impact on stockholders  who own less
than 100 shares.

       We are also currently  seeking  shareholder  approval of a  two-for-three
stock split.  The reverse stock split might result in some  stockholders  owning
"odd lots" of less than 100 shares of Common Stock.  Brokerage  commissions  and
other  costs  of  transactions  in odd  lots may be  higher,  particularly  on a
per-share basis,  than the cost of transactions in even multiples of 100 shares.
The possibility also exists that stockholder liquidity may be adversely affected
by the reduced  number of shares which would be outstanding if the reverse split
is  effected,  particularly  if the price per share of the common stock begins a
declining trend after the reverse split is effected.

Our stock price has been volatile and future sales of substantial numbers of our
shares could have an adverse affect on the market price of our shares.

       The market  price of shares of our common  stock has been  volatile.  The
price of our common  stock may  continue to fluctuate in response to a number of
events  and  factors,  such as: 

         o        our ability to maintain and increase our profitability;

         o        changes in revenues and expense levels;

         o        the  amount of our cash  resources  and our  ability to obtain
                  additional funding;

         o        our ability to service our debt;

         o        announcements of new lines of business, business developments,
                  technological  innovations  or  new  products  by  us  or  our
                  competitors;

         o        changes in government regulation; and

         o        the   success   of  the   integration   of  past  and   future
                  acquisitions.



                                       20



       Any of these events may cause the price of our shares to fall,  which may
adversely  affect our business and  financing  opportunities.  In addition,  the
stock  market in  general  and the  market  prices  for  Internet  companies  in
particular have experienced significant volatility that often has been unrelated
to the operating  performance or financial  conditions of such companies.  These
broad market and industry fluctuations may adversely affect the trading price of
our stock, regardless of our operating performance or prospects.

Future sales of our stock by insiders may adversely affect our stock price.

       Many of our  outstanding  shares are  "restricted  securities"  under the
federal  securities  laws,  and such  shares  are or will be  eligible  for sale
subject  to  restrictions  as  to  timing,   manner,   volume,  notice  and  the
availability  of  current  public  information   regarding  Frontline.   If  our
shareholders approve the conversion of Series E convertible  preferred stock and
Series D convertible  preferred stock, which consent we are currently seeking, a
significant majority of our common stock will be held by the former stockholders
of Provo and by our founding  management team.  Sales of substantial  amounts of
stock in the public  market or sales of stock by our insiders or the  perception
that these sales could occur,  could depress the prevailing market price for all
of our securities.  Sales of substantial  amounts of stock by these stockholders
in the  public  market  may also make it more  difficult  for us to sell  equity
securities or  equity-related  securities in the future at a time and price that
we deem  appropriate  and, to the extent  these sales  depress our common  stock
price.

Our stock may be  delisted  from the  American  Stock  Exchange,  and that could
affect its market price and liquidity.

       We are required to meet certain  financial  tests to maintain the listing
of our common stock on the American Stock Exchange.  The American Stock Exchange
has advised us that, our acquisition of Provo, as currently structures, does not
require  review under the new listing  standards of the  exchange.  The combined
company  is  required  to meet  the  standards  set  forth by the  exchange  for
continued listing. If our stock price,  stockholder's  equity,  income or market
cap were to fall below the standards set by the exchange,  we may not be able to
maintain our American Stock Exchange listing.  If we do not remain listed on the
American  Stock  Exchange,  the market  price and  liquidity of our common stock
could  be  impaired.  The  delisting  of  our  common  stock  could  also  deter
broker-dealers  from making a market in or otherwise  generating interest in our
common stock and could adversely affect our ability to attract  investors in our
common stock and raise  additional  capital.  As a result of these factors,  the
value of our common  stock could  decline  significantly,  and our  stockholders
could lose some or all of their investment.

Risks Related to Operating in Foreign Markets

Our business in Mexico presents unique economic and regulatory risks.

       A significant  portion of our assets and revenues are and will be located
in Mexico. Our business,  therefore, is affected by prevailing conditions in the
Mexican  economy  and  is,  to a  significant  extent,  vulnerable  to  economic
downturns and changes in government  policies.  The Mexican government exercises
significant influence over many aspects of the Mexican economy. Accordingly, the
Mexican  government's  actions and the policies  established  by  legislative e,
executive or judicial  authorities in Mexico may affect the Mexican economy.  We
cannot assure you that future economic,  political or diplomatic developments in
or affecting Mexico will not:

         o        impair  our  business,   results  of   operations,   financial
                  condition  and  liquidity  (including  our  ability  to obtain
                  financing);

         o        materially  and  adversely  affect  the  market  price  of our
                  securities (including the shares of our common stock); or

         o        negatively affect our ability to meet our obligations.



                                       21



We operate in foreign markets and are exposed to risks in those markets that may
adversely affect our performance.

       Our growth  strategy  involves  operations  in several new  international
markets.  The  following  are certain  risks  inherent  in doing  business on an
international  level,  any of which could have a material  adverse effect on our
business, financial condition and results of operations:

         o        regulatory  limitations  restricting  or  prohibiting  us from
                  providing our services or selling our products;

         o        unexpected  changes  in  regulatory   requirements,   tariffs,
                  customs, duties and other trade barriers;

         o        difficulties in staffing and managing foreign operations;

         o        political risks;

         o        fluctuations  in currency  exchange rates and  restrictions on
                  repatriation of earnings;

         o        delays from customers or government agencies;

         o        dependence upon local suppliers in international markets;

         o        potentially adverse tax consequences  resulting from operating
                  in multiple jurisdictions with different tax laws; and

         o        an economic downturn in the countries in which we expect to do
                  business.

A majority  of our  revenues  are  received  in foreign  currencies.  Changes in
current exchange rates could adversely affect our business.

       We generate a majority of our revenues in currencies  other than the U.S.
dollar,  and thus are subject to  fluctuations  in exchange rates. We may become
subject to exchange  control  regulations  that might  restrict or prohibit  the
conversion of our revenue into U.S. dollars.  The occurrence of any such factors
could have a material  adverse effect on our business,  financial  condition and
results of operations  as well as our ability to service our dollar  denominated
liabilities.

                                 USE OF PROCEEDS

        Assuming  that all of the  warrants  held by  selling  stockholders  are
exercised, we will realize proceeds of approximately $729,900, all of which will
be used  for  working  capital.  We  have  agreed  to pay  certain  expenses  in
connection with this offering,  currently expected to be approximately  $25,000.
We will not receive  any of the  proceeds  from the sale of common  stock by the
selling stockholders.




                                       22



                          DESCRIPTION OF CAPITAL STOCK

General

        We are currently  authorized to issue 25,000,000 shares of common stock,
par value $.01 per share,  and 2,000,000  shares of preferred  stock,  par value
$.01 per share. As of the date of this prospectus,  there are 13,784,146  shares
of common stock outstanding,  496,445 shares of Series B convertible  redeemable
preferred  stock  outstanding,  35,500 shares of Series D convertible  preferred
stock  outstanding  and 220,000 shares of Series E convertible  preferred  stock
outstanding.

Common Stock

        The holders of our common  stock are entitled to one vote for each share
held of  record  on all  matters  to be  voted on by  stockholders.  There is no
cumulative  voting with  respect to the election of  directors,  with the result
that the  holders of more than 50% of the  shares  voting  for the  election  of
directors  can elect all of the directors  then up for election.  The holders of
common stock are entitled to receive  dividends  when, as and if declared by the
Board of Directors  out of funds  legally  available  therefor.  In the event of
liquidation,  dissolution  or winding up of our  company,  the holders of common
stock are  entitled to share in all assets  remaining  which are  available  for
distribution  to them after payment of liabilities  and after provision has been
made for each class of stock, if any,  having  preference over the common stock.
Holders  of shares of  common  stock  have no  conversion,  preemptive  or other
subscription  rights, and there are no redemption  provisions  applicable to the
common stock. All of the outstanding  shares of common stock are, and the shares
of common stock issuable upon exercise of warrants held by selling  stockholders
will be, fully paid and nonassessable.

Preferred Stock

        We are authorized to issue 2,000,000 shares of preferred stock from time
to time in one or more series,  in all cases ranking  senior to the common stock
with  respect  to  payment  of  dividends  and in the event of the  liquidation,
dissolution or winding-up of our company.  The Board of Directors has the power,
without stockholder approval, to issue shares of one or more series of preferred
stock,  at any  time,  for such  consideration  and with such  relative  rights,
privileges, preferences and other terms as the Board of Directors may determine,
including  terms  relating  to dividend  rates,  redemption  rates,  liquidation
preferences and voting,  sinking fund and conversion or other rights. The rights
and terms relating to any new series of preferred stock could  adversely  affect
the voting  power or other rights of the holders of the common stock or could be
utilized, under certain circumstances, as a method of discouraging,  delaying or
preventing a change in control of our company.

       In February 2000, we issued  approximately  1,200,000  shares of Series B
convertible  redeemable  preferred stock in an  underwritten  public offering in
order to raise capital.  Our Series B convertible  redeemable preferred stock is
currently  traded on the American Stock Exchange under the symbol FNT.PR.  As of
October  31,  2003,  there  were  496,445  shares  of Series B  preferred  stock
outstanding.  We are  currently  seeking  shareholder  approval  of a  mandatory
conversion  proposal relating to the Series B convertible  redeemable  preferred
stock,  which,  if  approved,  would  result  in  the  conversion  of all of the
outstanding  shares  of Series B  convertible  redeemable  preferred  stock at a
conversion  ratio of 6 shares of common stock per share of Series B  convertible
redeemable  preferred  stock,  which if approved  will result in the issuance of
1,985,780  shares of our  common  stock  (after  giving  effect to the  proposed
two-for-three reverse stock split).




                                       23



        On April 3, 2003,  we  acquired  all of the  capital  stock of Provo for
220,000 shares of our Series C convertible  preferred stock. In November 2003 we
issued  220,000 shares of Series E convertible  preferred  stock in exchange for
the Series C  convertible  preferred  stock held by the former  shareholders  of
Provo. The Series E convertible preferred stock is convertible, upon shareholder
approval,  into up to 22,000,000 shares of our common stock, provided that at no
time  shall  the  former  shareholders  of Provo  own in  excess of 49.5% of our
outstanding  common stock.  Also in connection with our acquisition of Provo, we
also  issued  35,500  shares of our  Series D  cconvertible  preferred  stock to
certain of our executive  officers and  directors,  certain Provo  employees and
other third parties.  The Series D convertible  preferred  stock is convertible,
upon  shareholder  approval,  into 3,550,000  shares of our common stock. We are
currently seeking shareholder  approval of a conversion proposal relating to the
Series E convertible  preferred stock,  which if approved will result in 134,445
of the  220,000  outstanding  shares of  Series E  convertible  preferred  being
converted into approximately 13,344,514 shares of our common stock (after giving
effect to the proposed  two-for-three  reverse  split.  The remaining  shares of
Series E  convertible  preferred  stock will remain  outstanding  and subject to
optional  conversion whenever the former shareholders of Provo's share ownership
drops below 49.5% of our  outstanding  common stock.  Finally,  we are currently
seeking  shareholder  approval of a conversion proposal relating to the Series D
convertible  preferred  stock,  which if  approved  will  result  in all  35,500
outstanding  shares of Series D  convertible  preferred  stock will be converted
into  3,550,000  shares of our common stock (after giving effect to the proposed
two-for-three reverse split).

Transfer Agent

        The transfer  agent and registrar for our common stock is American Stock
Transfer and Trust Company, 40 Wall Street, New York, New York 10005.



                                       24



                              SELLING STOCKHOLDERS

        The following  table sets forth certain  information  as of November 24,
2003, relating to the selling stockholders. None of the selling stockholders has
ever held any position or office with us or had any material  relationship  with
us.




                                               Shares Beneficially Owned                     Shares Beneficially Owned
                                                   Prior to Offering         Shares Being        After Offering(1)
Name of Beneficial Owner                         Number         Percent         Offered         Number        Percent
----------------------------------               ------         -------      ------------       ------        -------
                                                                                                    
Michael Brown                                 187,500            1.4%           187,500         0                0%   
Donald MacIntire                              187,500            1.4%           187,500         0                0%
IIG Equity Opportunities Fund, Ltd.           500,000            3.6%           500,000         0                0%
Fusion Capital Fund II, LLC                   1,302,000 (2)      9.0%           802,000         500,000 (2)      3.5%
William T. Ritger                             483,333 (3)        3.5%           483,333         0                0%
Platinum Partners Value Arbitrage Fund, LP    650,000 (4)        4.7%           650,000         0                0%
James Nicholson                               125,000 (5)        *              125,000         0                0%
Scarborough Ltd.                              4,083,332 (6)      25.2%          4,083,332       0 (6)            0%



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

(1)      Based on 13,784,146 shares outstanding.

(2)      Includes  462,000 which may be issued in accordance with the terms of a
         convertible  promissory note, and 220,000 shares issuable upon exercise
         of warrants.

(3)      Includes 150,000 shares issuable upon exercise of warrants.

(4)      Includes 150,000 shares issuable upon exercise of warrants.

(5)      Includes 125,000 shares issuable upon exercise of warrants.

(6)      Includes 2,416,666 shares issuable upon exercise of warrants.  Excludes
         1,250,000 shares underlying  warrants which may be issued upon exercise
         of currently outstanding warrants.

* Less than 1%



                                       25



                             SUMMARY OF TRANSACTIONS

The Offering

         IIG Equity Opportunites Fund, Ltd.


         On  April 2,  2003,  we  entered  into a bridge  financing  whereby  we
borrowed  $550,000 from IIG Equity  Opportunities  Fund,  Ltd., an  unaffiliated
lender.  The loan is evidenced by a secured  promissory note that bears interest
at the rate of 14% per annum and is secured by substantially  all of our assets.
In  addition,  two of our  executive  officers,  Nicko  Feinberg  and Stephen J.
Cole-Hatchard  pledged  shares of our common  stock owned by them as  additional
collateral  to  IIG  Equity.  In  addition,  Mr.  Cole-Hatchard  has  personally
guaranteed the repayment of the promissory note, and mortgaged  certain personal
real estate as  collateral  for the bridge loan.  Mr.  Cole-Hatchard's  personal
guarantee  is  limited  to the  assets  mortgaged  by him  and  IIG  Equity  has
no-recourse against his other assets.

         In connection  with the bridge  financing,  we issued 500,000 shares of
our common stock to IIG Equity as additional consideration.  The promissory note
is  repayable  at the  earlier of July 2, 2003 or upon our  obtaining  financing
collateralized by Provo's accounts receivable. On June 19, 2003, we amended this
agreement  to extend  its due date from  July 2,  2003 to  August  1,  2003.  On
September 30, 2003, we repaid  $125,000 and amended this agreement to extend its
due date from August 1, 2003 to October 3, 2003. In November  2003, we repaid an
additional  $96,539  principal  and $19,861 in  interest  due under the note and
entered into an agreement  with the noteholder to extend the term of the note to
December 31, 2003.

         Concurrently  with the  execution  of the  bridge  loan  agreement,  we
entered into a Registration  Rights Agreement with IIG Equity which obligates us
to file a registration statement covering the 500,000 shares of our common stock
issued to IIG Equity as additional consideration.

         Delanet, Inc.

         On June 20,  2000,  we  purchased  substantially  all of the  assets of
Delanet,  Inc., a company in the business of selling dial-up,  DSL,  leased-line
and  dedicated  Internet  access.  As part of the  purchase  price,  we issued a
promissory  note to  Delanet  in the  principal  amount  of  $728,600.  The note
provided for semi-annual  interest payments and payment in full of all principal
and outstanding interest on June 20, 2003.

         On March 27, 2003,  we entered into a settlement  agreement and release
with the two shareholders of Delanet,  Inc., Donald MacIntire and Michael Brown,
in which we settled our obligation  under the promissory  note for $200,000 cash
and 375,000  shares of our common  stock,  of which  187,500  were issued to Mr.
MacIntire  and  187,500  were  issued  to Mr.  Brown.  Under  the  terms  of the
settlement,   we  are  obligated  to  include  the  settlement  shares  in  this
registration statement.

         Fusion Capital Fund II, LLC

         On July 1, 2003, we entered into an additional  transaction with Fusion
Capital  Fund II,  LLC,  in which we  issued to  Fusion  Capital  a  convertible
promissory note in the principal amount of $110,000.  The note bears an interest
rate of 10% per annum.  The entire  principal and any unpaid  interest is due on
December 31, 2005.  Fusion Capital has the right, at its option,  on or prior to
December 31, 2005 to convert the principal amount of the note, together with all
accrued  interest  thereon  in  accordance  with  the  provisions  of  and  upon
satisfaction  of the  conditions  contained  in the note,  into  fully  paid and
non-assessable  shares of our  common  stock at a  conversion  price of $.25 per


                                       26



share.  Also in connection with this sale, we issued to Fusion Capital  warrants
to acquire 220,000 shares of its common stock at an exercise price of $0.42. Our
agreement with Fusion Capital  obligates us to include the shares  issuable upon
conversion  of the  note  and  exercise  of the  warrants  in this  registration
statement.

       William T. Ritger

       On August 1, 2003,  we entered  into a stock  purchase  agreement  with
William T.  Ritger,  in which we sold  333,333  shares of our  common  stock for
$100,000.  We also issued 150,000 warrants  exercisable at $.40 per share to Mr.
Ritger as additional  consideration,  the warrants are exercisable at the option
of the holder during a period of five years.

       Concurrently  with the  execution  of the Stock  Purchase  agreement,  we
entered into a Registration  Rights Agreement with Mr. Ritger which obligates us
to include the 333,333 shares of our common stock issued to Mr. Ritger under the
stock  purchase  agreement  and the 150,000  shares which may be issued upon the
exercise of warrants in this registration statement.

       Platinum Partners Value Arbitrage Fund, LP

       On September 16, 2003, we entered into a stock  purchase  agreement  with
Platinum  Partners Value  Arbitrage Fund, LP, in which we sold 500,000 shares of
our common stock for $150,000.  We also issued 150,000  warrants  exercisable at
$.40 per share to Platinum  Partners as additional  consideration , the warrants
are exercisable at the option of the holder during a period of five years..

       Concurrently  with the  execution  of the Stock  Purchase  agreement,  we
entered into a  Registration  Rights  Agreement  with  Platinum  Partners  which
obligates  us to  include  the  500,000  shares of our  common  stock  issued to
Platinum  Partners  under the stock  purchase  agreement and the 150,000  shares
which  may be  issued  upon  the  exercise  of  warrants  in  this  registration
statement.

       James Nicholson

       In June 2002, we entered into a securities  purchase agreement with James
Nicholson whereby Mr. Nicholson purchased a $25,000 convertible  promissory note
from us. We also issued 125,000  warrants  exerciseable at $.08 per share to Mr.
Nicholson as additional  consideration,  , the warrants are  exercisable  at the
option of the holder during a period of five years.  In October 2003, we entered
into an agreement  with Mr.  Nicholson  whereby we agreed to include the 125,000
shares of common  stock  issuable  upon the  exercise  of the  warrants  in this
registration statement.

       Scarborough Ltd.

         On November 25, 2003,  we entered into a  subscription  agreement  with
Scarborough  Ltd in which we sold  1,666,666  shares  of our  common  stock  for
$500,000.  Pursuant  to the  subscription  agreement,  we  also  issued  750,000
warrants  exerciseable  at $.01 per  share to  Scarborough  Ltd.  as  additional
consideration (the "A Warrants").  The A Warrants are exerciseable at the option
of the holder for a period of three years.  We also issued to  Scarborough  Ltd.
with a warrant to purchase an additional 1,666,666 shares of our common stock at
a purchase  price of $0.30 per share  (the "B  Warrants").  The B  Warrants  are
exerciseable within forty-five days of the date of this registration  statement,
which date may be extended  for an  additional  forty five days  pursuant to the
terms of the B Warrant.  Upon exercise of the B Warrants,  we will also issue to
Scarborough  Ltd. a warrant to purchase an  additional  1,250,000  shares of our
common stock at $0.01 per share (the "B2  Warrants").  The B Warrants and the B2
Warrants are only  exerciseable if our  shareholders  approve the terms of the B
Warrants and the B2 Warrants.

         Under the terms of the  subscription  agreement,  we are  obligated  to
include the 1,666,666 shares of our common stock issued to Scarborough Ltd., the
750,000  shares which may be issued upon the exercise of the  Warrants,  and the
1,666,666  shares  which may be issuable in the event the B2 warrants are issued
and exercised, in this registration statement.


                                       27



                              PLAN OF DISTRIBUTION

         Sales  of the  shares  may be made  from  time  to time by the  selling
stockholders.  Such sales may be made on the American Stock Exchange, in another
over-the-counter  market, on a national  securities  exchange,  any of which may
involve crosses and block transactions,  in privately negotiated transactions or
otherwise or in a combination of such  transactions  at prices and at terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or at
privately negotiated prices. In addition,  any shares covered by this prospectus
which qualify for sale pursuant to Section 4(1) of the Securities Act of 1933 or
Rule 144 promulgated  thereunder may be sold under such  provisions  rather than
pursuant to this  prospectus.  Without limiting the generality of the foregoing,
the shares may be sold in one or more of the following types of transactions:

         o        a block  trade in which  the  broker-dealer  so  engaged  will
                  attempt  to sell the  shares  as agent  but may  position  and
                  resell a portion of the block as principal to  facilitate  the
                  transaction;

         o        purchases  by a broker or dealer as  principal  and  resale by
                  such  broker  or  dealer  for  its  account  pursuant  to this
                  prospectus;

         o        an exchange  distribution in accordance with the rules of such
                  exchange;

         o        ordinary brokerage  transactions and transactions in which the
                  broker solicits purchasers; and

         o        face-to-face   transactions  between  sellers  and  purchasers
                  without  a  broker-dealer.  In  effecting  sales,  brokers  or
                  dealers  engaged by the selling  stockholders  may arrange for
                  other brokers or dealers to participate in the resale.

         Brokers or dealers may receive compensation in the form of commissions,
discounts or concessions  from selling  stockholders in amounts to be negotiated
in  connection  with the  sale.  Such  brokers  or  dealers  may be deemed to be
"underwriters"  within the meaning of the  Securities  Act of 1933 in connection
with such sales and any such commission, discount or concession may be deemed to
be  underwriting  discounts or  commissions  under the  Securities  Act of 1933.
Compensation  to  be  received  by   broker-dealers   retained  by  the  selling
stockholders in excess of usual and customary  commissions,  will, to the extent
required, be set forth in a supplement to this prospectus.  Any dealer or broker
participating  in any  distribution  of the shares may be  required to deliver a
copy of this prospectus, including a supplement, to any person who purchases any
of the shares from or through such dealer or broker.

         During such time as they may be engaged in a distribution of the shares
the selling  stockholders  are required to comply with  Regulation M promulgated
under the Securities Exchange Act of 1934. With certain exceptions, Regulation M
precludes  any  selling   stockholder,   any   affiliated   purchasers  and  any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire  distribution
is complete.  Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection  with the  distribution  of that
security. All of the foregoing may affect the marketability of the common stock.

         It is  possible  that a  significant  number of shares may be sold and,
accordingly,  such sales or the possibility thereof may have a depressive effect
on the market price of our common stock.




                                       28



                                  LEGAL MATTERS

         Amy Wagner-Mele, our Executive Vice President and General Counsel, will
pass upon the validity of the common stock.

                                     EXPERTS

         Our financial  statements as of December 31, 2002 and for the two years
then ended  incorporated  by reference in this  prospectus have been included in
reliance  upon the  report of  Goldstein  Golub  and  Kessler  LLP,  independent
accountants,  given upon the authority of that firm as experts in accounting and
auditing.

            The financial statements of Proyecciones y Ventas Organizadas, S. A.
de C. V.  incorporated  by reference in this Prospectus have been audited by BDO
Hernandez Marron y Cia., S.C., independent certified public accountants,  to the
extent and for the  periods  set forth in their  report  incorporated  herein by
reference,  and are incorporated  herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.


                         WHERE YOU CAN FIND INFORMATION

         Frontline  Communications   Corporation  has  filed  with  the  SEC,  a
Registration   Statement  with  respect  to  the  securities   offered  by  this
prospectus. This prospectus,  filed as part of such Registration Statement, does
not contain all of the  information set forth in, or annexed as exhibits to, the
Registration  Statement,  portions of which have been omitted in accordance with
the rules and  regulations of the SEC. For further  information  with respect to
Frontline Communications Corporation and this offering, reference is made to the
Registration  Statement,  including exhibits filed therewith,  which may be read
and copied at the SEC at Room 1024,  Judiciary  Plaza,  450 Fifth Street,  N.W.,
Washington,  D.C. 20549, and at its regional  offices:  500 West Madison Street,
Suite 1400,  Chicago,  Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048. You can obtain copies of these materials at prescribed
rates  from the  Public  Reference  Room of the SEC at 450 Fifth  Street,  N.W.,
Washington,  D.C.  20549.  You may obtain  information  on the  operation of the
Public  Reference  Room by calling  the SEC at  1-800-SEC-0330.  Our  electronic
filings made through the SEC's electronic data gathering, analysis and retrieval
system  are   publicly   available   through  the  SEC's   worldwide   web  site
(http://www.sec.gov).



                                       29





We have not  authorized  any  dealer,  salesperson  or other  person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized  information or  representations.  This prospectus does
not offer to sell or buy any shares in any  jurisdiction  where it is  unlawful.
The information in this prospectus is current only as of its date.

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

                                TABLE OF CONTENTS

                                                           Page
                                                           ----
Incorporation of Certain Documents by Reference ........      4
Prospectus Summary......................................      4
Risk Factors............................................     12
Use of Proceeds.........................................     22
Description of Capital Stock............................     23
Selling Stockholders....................................     25
Plan of Distribution....................................     28
Legal Matters...........................................     29
Experts.................................................     29
Where You Can Find Information..........................     29


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

                                7,018,665 Shares


                      FRONTLINE COMMUNICATIONS CORPORATION


                                  Common Stock


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

                                   PROSPECTUS

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


                             ________________, 2003


                                                              







                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

SEC registration                                                      $   218.26

Printing and engraving costs                                            2,000.00

Legal fees and expenses                                                10,000.00

Accounting fees and expenses                                           10,000.00

Miscellaneous                                                            2781.74
                                                                      ----------

        Total                                                         $25,000.00
                                                                      ==========




Item 15.  Indemnification of Directors and Officers.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
contains the  provisions  entitling the  Registrant's  directors and officers to
indemnification  from  judgments,   fines,  amounts  paid  in  settlement,   and
reasonable  expenses  (including  attorney's fees) as the result of an action or
proceeding  in which they may be involved by reason of having been a director or
officer of the Registrant.  In its Certificate of Incorporation,  the Registrant
has  included a provision  that limits,  to the fullest  extent now or hereafter
permitted by the DGCL, the personal liability of its directors to the Registrant
or its  stockholders  for  monetary  damages  arising  from a  breach  of  their
fiduciary  duties as  directors.  Under the DGCL as  currently  in effect,  this
provision limits a director's  liability except where such director (i) breaches
his duty of loyalty to the Registrant or its stockholders,  (ii) fails to act in
good faith or engages in intentional  misconduct or a knowing  violation of law,
(iii) authorizes payment of an unlawful dividend or stock purchase or redemption
as  provided in Section 174 of the DGCL,  or (iv)  obtains an improper  personal
benefit. This provision does not prevent the Registrant or its stockholders from
seeking  equitable  remedies,  such  as  injunctive  relief  or  rescission.  If
equitable  remedies  are  found  not  to be  available  to  stockholders  in any
particular case,  stockholders may not have any effective remedy against actions
taken by directors that constitute negligence or gross negligence.

         The Certificate of Incorporation also includes provisions to the effect
that (subject to certain exceptions) the Registrant shall, to the maximum extent
permitted  from time to time under the law of the State of Delaware,  indemnify,
and upon  request  shall  advance  expenses  to, any  director or officer to the
extent that such  indemnification and advancement of expenses is permitted under
such law,  as may from  time to time be in  effect.  In  addition,  the  By-Laws
require the  Registrant to indemnify,  to the full extent  permitted by law, any
director,  officer,  employee  or agent of the  Registrant  for acts  which such
person  reasonably  believes are not in violation of the Registrant's  corporate
purposes as set forth in the Certificate of Incorporation.  At present, the DGCL
provides that, in order to be entitled to  indemnification,  an individual  must
have acted in good faith and in a manner he or she reasonably  believed to be in
or not opposed to the Registrant's best interests.






         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to any charter provision, by-law, contract, arrangement,
statute or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 16. EXHIBITS.




EXHIBIT NUMBER   NOTES             DESCRIPTION OF DOCUMENT
--------------   -----             -----------------------
                                
 5.1               A               Opinion of Amy Wagner-Mele
                                   Employment Agreements with Messrs. Stephen Cole-Hatchard and Nicko

 10.1              B               Feinberg

 10.2              C               Employment Agreement with Vasan Thatham

 10.3              D               2001 Stock Incentive Plan

 10.4              B               1997 Stock Option Plan of the Company

 10.5              B               Office Lease between Registrant and Glorious Sun Robert Martin LLC

 10.6              C               Amendment No. 1 to Office Lease

 10.7              C               Amendment No. 2 to office Lease

 10.8              E               Asset Purchase Agreement dated June 20, 2000 among Frontline
                                   Communications Corp., Delanet, Inc., Michael Brown and Donald McIntire

 10.9              E               Asset Purchase Agreement dated June 20, 2002 among Frontline
                                   Communications  Corp., Delanet, Inc., Michael Brown and Donald McIntire
                                   Addendum to Amended and Restated Stock Purchase Agreement between

 10.10             F               Frontline Communications Corporation, Proyecciones y Ventas Organizadas,
                                   S.A., Ventura Martinez Del Rio, Sr. and Ventura Martinez Del Rio, Jr.,
                                   dated April 3, 2003
                                   Registration Rights Agreement dated April 3, 2003 between Frontline

 10.11             F               Communications, Ventura Martinez Del Rio, Sr., and Ventura Martinez Del
                                   Rio, Jr.

 10.12             F               Security Agreement dated April 3, 2002 between Frontline Communications,
                                   Ventura Martinez Del Rio, Sr. and Ventura Martinez Del Rio, Jr.
                                   Secured Promissory Note dated April 3, 2002 between Frontline

 10.13             F               Communications, Ventura Martinez Del Rio, Sr. and Ventura Martinez Del
                                   Rio, Jr.
                                   Term Loan and Security Agreement among Frontline Communications,

 10.14             F               Proyecciones y Ventas Organizadas, S.A., and IIG Equity Opportunities
                                   Fund Ltd.
                                   Pledge Agreement between Stephen J. Cole-Hatchard, Nicko Feinberg,

 10.15             F               Elizabeth Feinberg and IIG Equity Opportunities Fund Ltd. Dated April 3,
                                   2003
                                   Registration Rights Agreement between Frontline Communications

 10.16             F               Corporation  and IIG Equity  Opportunities Fund Ltd dated April  3, 2003   
                                   Limited guarantee agreement dated April 3, 2003 between Stephen J.









                                    
 10.17             F               Cole-Hatchard and IIG Equity Opportunities Fund Ltd dated April 3, 2002
                                   Mortgage by Stephen J. Cole-Hatchard in favor of IIG Equity

 10.18             F               Opportunities Fund Ltd dated April 3, 2003

 10.19             F               Mortgage and Security Agreement by Stephen J. Cole-Hatchard in favor of IIG
                                   Equity Opportunities Fund Ltd. dated April 3, 2003

 10.20             F               Subordination Agreement between 8% Promissory Note Holders and IIG Equity
                                   Opportunities Fund Ltd. dated April 3, 2003 

 10.21             A               Covnertible Note dated as of July 1, 2003 between the Registrant 
                                   and Fusion Capital, LLC

 10.22             A               Stock Purchase Agreement dated as of August 1, 2003 between the Registrant
                                   and William Ritger

 10.23             A               Registration Rights Agreement dated as of August 1, 2003 between the
                                   Registrant and William Ritger

 10.24             A               Warrant issued by the Registrant to William Ritger dated August 1, 2003

 10.25             A               General Release dated as of March 27, 2003 between the Registrant and
                                   Delanet, Inc.

 10.26             A               Stock Purchase Agreement dated as of September 16, 2003 between the
                                   Registrant and Platinum Partners Value Arbitrage Fund, LP

 10.27             A               Registration Rights Agreement dated as of September 16, 2003 between the
                                   Registrant and Platinum Partners Value Arbitrage Fund, LP

 10.28             A               Warrant agreement dated as of September 16, 2003 between the Registrant to
                                   Platinum Partners Value Arbitrage Fund, LP.

 10.29             A               Subscription Agreement dated as of June 2, 2002 between the Registrant and
                                   James Nicholson

 10.30             A               Warrant agreement dated as of June 2, 2002 between the Registrant and James
                                   Nicholson

 10.31             A               Subscription Agreement dated as of November 25, 2003 between the Registrant
                                   and Scarborough, Ltd.

 10.32             A               Warrant Agreement dated as of November 25, 2003 between the Registrant and
                                   Scarborough, Ltd.

 10.33             A               Warrant Agreement dated as of November 25, 2003 between the Registrant and
                                   Scarborough, Ltd.

 21.1              A               Subsidiaries of the Registrant

 23.1              A               Consent of Goldstein Golub Kessler LLP

 23.2              A               Consent of BDO Hernandez and Marron, y Cia.

 23.3              A               Consent of Amy Wagner-Mele (included in Exhibit 5.1)

 24.1              A               Power of Attorney (included on the Signature page)




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

A        Filed herewith.

B        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's Registration Statement on Form SB-2 (file no. 333-34115).

C        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's Registration Statement on Form SB-2 (file no. 333-92969).

D        Incorporated by reference to Appendix B to the Registrant's  definitive
         proxy statement on Schedule 14A with the SEC on July 3, 2001.





E        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's Current Report on Form 8-K dated June 20, 2002.

F        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         2002.

G        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's definitive proxy statement on Schedule 14A filed with the SEC
         on November 13, 2003


Item 17.  Undertakings.

The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act; and

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price represent no more than 20 percent change in
         the maximum  aggregate  offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement;

provided,  however,  that  paragraphs  (i) and (ii)  above  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 and  Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the registration statement.

         (2)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  registrant's  annual  report  pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.





         (5) That, insofar as indemnification  for liabilities arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.







                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Pearl; River, State of New York, on November 24, 2003.

                                  FRONTLINE COMMUNICATIONS CORPORATION

                                  By: /s/ Stephen J. Cole-Hatchard
                                      ---------------------------------------
                                      Stephen J. Cole-Hatchard
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Stephen J. Cole-Hatchard as his or
her  attorney-in-fact,  with full power of  substitution  for him in any and all
capacities,  to sign  any and all  amendments  to this  registration  statement,
including,  but not limited to,  post-effective  amendments  and any and all new
registration  statements  filed pursuant to Rule 462 under the Securities Act of
1933  in  connection  with  or  related  to  the  offer   contemplated  by  this
registration  statement, as amended, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said  attorney to said  registration  statement and any and all amendment
thereto.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.




Signature                                       Title                                            Date
---------                                       -----                                            ----
                                                                                            
/s/ VENTURA MARTINEZ DEL RIO, SR.               Chairman of the Board                            November 25, 2003
    ---------------------------------
    Ventura Martinez Del Rio, Sr.                                                              

/s/ STEPHEN J. COLE-HATCHARD                    Chief Executive Officer and Director             November 25, 2003
    ---------------------------------           (Principal Executive Officer)
    Stephen J. Cole-Hatchard                   

/s/ NICKO FEINBERG                              President-U.S. Operations and Director           November 25, 2003
    ---------------------------------
    Nicko Feinberg                                                                              

/s/ VASAN THATHAM                               Chief Financial Officer and Vice President       November 25, 2003
    ---------------------------------           (Principal Financial and Accounting Officer)
    Vasan Thatham                              

/s/ VENTURA MARTINEZ DEL RIO, JR.               President-Mexico Operations and Director         November 25, 2003
    ---------------------------------
    Ventura Martinez Del Rio, Jr.                                                              

/s/ RONALD C. SIGNORE                           Director                                         November 25, 2003
    ---------------------------------
    Ronald C. Signore                                                                           

/s/ WILLIAM A. BARRON                           Director                                         November 25, 2003
    ---------------------------------
    William A. Barron                                                                          
                                                                                                 November 25, 2003
/s/ MIGUEL MADERO                               Director                                        
    ---------------------------------
    Miguel Madero









                                INDEX TO EXHIBITS




EXHIBIT NUMBER   NOTES             DESCRIPTION OF DOCUMENT
--------------   -----             -----------------------
                                
 5.1               A               Opinion of Amy Wagner-Mele
                                   Employment Agreements with Messrs. Stephen Cole-Hatchard and Nicko

 10.1              B               Feinberg

 10.2              C               Employment Agreement with Vasan Thatham

 10.3              D               2001 Stock Incentive Plan

 10.4              B               1997 Stock Option Plan of the Company

 10.5              B               Office Lease between Registrant and Glorious Sun Robert Martin LLC

 10.6              C               Amendment No. 1 to Office Lease

 10.7              C               Amendment No. 2 to office Lease

 10.8              E               Asset Purchase Agreement dated June 20, 2000 among Frontline
                                   Communications Corp., Delanet, Inc., Michael Brown and Donald McIntire

 10.9              E               Asset Purchase Agreement dated June 20, 2002 among Frontline
                                   Communications  Corp., Delanet, Inc., Michael Brown and Donald McIntire
                                   Addendum to Amended and Restated Stock Purchase Agreement between

 10.10             F               Frontline Communications Corporation, Proyecciones y Ventas Organizadas,
                                   S.A., Ventura Martinez Del Rio, Sr. and Ventura Martinez Del Rio, Jr.,
                                   dated April 3, 2003
                                   Registration Rights Agreement dated April 3, 2003 between Frontline

 10.11             F               Communications, Ventura Martinez Del Rio, Sr., and Ventura Martinez Del
                                   Rio, Jr.

 10.12             F               Security Agreement dated April 3, 2002 between Frontline Communications,
                                   Ventura Martinez Del Rio, Sr. and Ventura Martinez Del Rio, Jr.
                                   Secured Promissory Note dated April 3, 2002 between Frontline

 10.13             F               Communications, Ventura Martinez Del Rio, Sr. and Ventura Martinez Del
                                   Rio, Jr.
                                   Term Loan and Security Agreement among Frontline Communications,

 10.14             F               Proyecciones y Ventas Organizadas, S.A., and IIG Equity Opportunities
                                   Fund Ltd.
                                   Pledge Agreement between Stephen J. Cole-Hatchard, Nicko Feinberg,

 10.15             F               Elizabeth Feinberg and IIG Equity Opportunities Fund Ltd. Dated April 3,
                                   2003
                                   Registration Rights Agreement between Frontline Communications

 10.16             F               Corporation  and IIG Equity  Opportunities Fund Ltd dated April  3, 2003   
                                   Limited guarantee agreement dated April 3, 2003 between Stephen J.









                                    
 10.17             F               Cole-Hatchard and IIG Equity Opportunities Fund Ltd dated April 3, 2002
                                   Mortgage by Stephen J. Cole-Hatchard in favor of IIG Equity

 10.18             F               Opportunities Fund Ltd dated April 3, 2003

 10.19             F               Mortgage and Security Agreement by Stephen J. Cole-Hatchard in favor of IIG
                                   Equity Opportunities Fund Ltd. dated April 3, 2003

 10.20             F               Subordination Agreement between 8% Promissory Note Holders and IIG Equity
                                   Opportunities Fund Ltd. dated April 3, 2003 

 10.21             A               Convertible Note dated as of July 1, 2003 between the Registrant 
                                   and Fusion Capital, LLC

 10.22             A               Stock Purchase Agreement dated as of August 1, 2003 between the Registrant
                                   and William Ritger

 10.23             A               Registration Rights Agreement dated as of August 1, 2003 between the
                                   Registrant and William Ritger

 10.24             A               Warrant issued by the Registrant to William Ritger dated August 1, 2003

 10.25             A               General Release dated as of March 27, 2003 between the Registrant and
                                   Delanet, Inc.

 10.26             A               Stock Purchase Agreement dated as of September 16, 2003 between the
                                   Registrant and Platinum Partners Value Arbitrage Fund, LP

 10.27             A               Registration Rights Agreement dated as of September 16, 2003 between the
                                   Registrant and Platinum Partners Value Arbitrage Fund, LP

 10.28             A               Warrant agreement dated as of September 16, 2003 between the Registrant to
                                   Platinum Partners Value Arbitrage Fund, LP.

 10.29             A               Subscription Agreement dated as of June 2, 2002 between the Registrant and
                                   James Nicholson

 10.30             A               Warrant agreement dated as of June 2, 2002 between the Registrant and James
                                   Nicholson

 10.31             A               Subscription Agreement dated as of November 25, 2003 between the Registrant
                                   and Scarborough, Ltd.

 10.32             A               Warrant Agreement dated as of November 25, 2003 between the Registrant and
                                   Scarborough, Ltd.

 10.33             A               Warrant Agreement dated as of November 25, 2003 between the Registrant and
                                   Scarborough, Ltd.

 21.1              A               Subsidiaries of the Registrant

 23.1              A               Consent of Goldstein Golub Kessler LLP

 23.2              A               Consent of BDO Hernandez and Marron, y Cia.

 23.3              A               Consent of Amy Wagner-Mele (included in Exhibit 5.1)

 24.1              A               Power of Attorney (included on the Signature page)




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

A        Filed herewith.

B        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's Registration Statement on Form SB-2 (file no. 333-34115).

C        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's Registration Statement on Form SB-2 (file no. 333-92969).

D        Incorporated by reference to Appendix B to the Registrant's  definitive
         proxy statement on Schedule 14A with the SEC on July 3, 2001.


E        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's Current Report on Form 8-K dated June 20, 2002.

F        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         2002.

G        Incorporated  by reference to the applicable  exhibit  contained in the
         Company's definitive proxy statement on Schedule 14A filed with the SEC
         on November 13, 2003




Exhibit 5.1

November 24, 2003

Frontline Communications Corporation
One Blue Hill Plaza
7th Floor
Pearl River, NY  10965


     Re:    Form S-3 Registration Statement
            -------------------------------

Gentlemen:

         I am providing this opinion in connection with  Registration  Statement
No. 333-_______ of Frontline Communications Corporation (the "Company"), on Form
S-3 (the "Registration  Statement"),  filed under the Securities Act of 1933, as
amended.  Capitalized terms used herein without definition have the meanings set
forth in the Registration Statement.

         The Registration  Statement relates to 3,956,999 shares of common stock
previously  issued by the Company and 3,061,666  shares of common stock issuable
by the Company upon exercise of redeemable warrants.

         I have examined (i) the Company's  Certificate of Incorporation and its
By-Laws, each as amended to date; and (ii) such other documents and records as I
have deemed necessary in order to render this opinion.

         Based on the  foregoing,  it is my  opinion  that the  shares of common
stock  previously  issued by the Company  referenced above were duly authorized,
validly  issued,  fully paid and  nonassessable  by the  Company.  It is also my
opinion  that the  shares of common  stock  issuable  upon the  exercise  of the
redeemable  warrants,
  when issued and paid for in accordance  with the terms of
the redeemable warrants, will be validly issued, fully paid and nonassessable by
the Company.

         I  consent  (i) to  the  use  of  this  opinion  as an  exhibit  to the
Registration  Statement  and (ii) to the  reference to my name under the caption
"Legal Matters" in the Prospectus.


                                   Very truly yours,

                                   /s/ Amy Wagner-Mele
                                   Executive Vice President and General Counsel


Exhibit 10.21

This  CONVERTIBLE  Promissory  Note (this "Note") AND THE Shares OF COMMON STOCK
ISSUABLE  UPON  the  CONVERSION  hereof  HAVE  NOT  been  Registered  UNDER  The
securities  ACT OF 1933, AS amended (The "Act"),  OR ANY STATE  securities  LAW.
Neither  this  note  NOR  SUCH  Shares  OF  COMMON  STOCK  NOR ANY  interest  OR
Participation  herein or  therein  may BE SOLD,  Assigned,  MORTGAGED,  Pledged,
hypothecated,  ENCUMBERED OR Otherwise Transferred EXCEPT IN Compliance WITH THE
ACT AND Applicable STATE Securities LAWS.


                      Frontline Communications Corporation

                           CONVERTIBLE Promissory Note


$110,000.00                                                         July 1, 2003

          Frontline  Communications  Corporation,  a Delaware  corporation  (the
"Company"),  for value  received,  hereby promises to pay to Fusion Capital Fund
II, LLC or its assigns (the  "Holder"),  in legal tender of the United States of
America, the principal sum of ONE Hundred TEN Thousand Dollars  ($110,000.00) on
December 31, 2005 (the "Maturity Date"), and to pay interest thereon at the rate
of ten percent (10%) per annum. Interest shall accrue daily, be compounded,  and
be  computed  on the basis of a  360-day  year and the  number  of  actual  days
elapsed.

         This  Convertible  Promissory Note is the  Convertible  Promissory Note
referred to and issued  pursuant to
 the terms of that certain  Letter  Agreement
dated as of the date  hereof,  by and between  the  Company and Holder  ("Letter
Agreement").

         Section 1. Time and Place of Payment.  (a) The entire unpaid  principal
balance of this Note,  together  with any accrued and unpaid  interest  thereon,
shall be due and payable on the Maturity Date; provided,  however,  with respect
to accrued and unpaid  interest  only, at the option of the Holder after written
notice to the Company,  accrued and unpaid interest on the Note shall be payable
monthly on the first  Business Day (as  hereinafter  defined) of the month after
such notice is given.  Principal and interest on this Note shall be paid by wire
transfer of immediately  available  funds or by check  delivered to the Holder's
registered address as it appears upon the books of the Company. Upon the payment
in full of this Note,  the Holder shall  immediately  surrender this Note to the
Company at its executive offices.

         (b) Any payment made under this Note, whether upon acceleration,  final
maturity or otherwise,  shall be applied first to the payment of any accrued and
unpaid  interest  and the  balance  (if any)  shall be  applied  on  account  of
principal.






         (c)  Whenever  any payment to be made under this Note shall be due on a
Saturday,  Sunday or any day on which banks are required or authorized by law or
regulation  to close in New York City (any  other day being a  "Business  Day"),
such payment may be made on the next succeeding Business Day, and such extension
of time  shall in such  case not be  included  in the  computation  of  interest
accrued.

         (d) Notwithstanding any other provision of this Note, in the event that
any portion of the principal amount of this Note is converted into any shares of
the Company's Common Stock in accordance with the provisions of Section 3 below,
then no  interest  shall be payable on the portion so  converted  for the period
following the date of conversion.

         (e) In the event there is an Event of Default (as hereinafter  defined)
under this Note then the  interest  rate under this Note shall be  increased  to
fifteen  percent (15%) and shall be  calculated in accordance  with the terms of
the Note.

         Section 2. Prepayments. The Company shall have the right to prepay this
Note, in whole or in part, on 60 days' advance  notice to the Holder and subject
to the right of the Holder to convert  in  advance of such  prepayment  date and
provided that on such  prepayment  date,  the Company will pay in respect of the
redeemed  Note cash equal to the face amount plus  accrued  interest on the Note
(or portion thereof) redeemed, divided by 80%.

         Section 3. Conversion.

         (a) The Holder shall have the right, at its option,  on or prior to the
Maturity  Date to convert the principal  amount of this Note,  together with all
accrued  interest  thereon  in  accordance  with  the  provisions  of  and  upon
satisfaction  of the  conditions  contained  in this  Note,  into fully paid and
non-assessable  shares of the  Company's  Common Stock at a conversion  price of
$.25 per share (the "Conversion Shares").

         (b) The  Holder's  conversion  right set forth in this  Section  may be
exercised  at any time and from time to time but prior to payment in full of the
principal amount of and accrued interest on this Note.

         (c) The Holder may  exercise the right to convert all or any portion of
the  principal  amount  of this  Note by  delivery  of (i) this  Note and (ii) a
completed  conversion  notice  on a  Business  Day  to the  Company's  principal
executive offices. Such conversion shall be deemed to have been made immediately
prior to the close of business on the Business Day of such delivery of this Note
and the  conversion  notice (the  "Conversion  Date"),  and the Holder  shall be
treated for all purposes as the record holder of the shares of Common Stock into
which this Note is converted as of such date.

         (d) As promptly as  practicable  after the conversion of this Note, the
Company  at its  expense  shall  issue and  deliver to the Holder of this Note a
stock  certificate or certificates  representing the number of Conversion Shares
into which this Note has been converted.





         (e) Upon  conversion  of this  Note and the  delivery  of the items set
forth in Section  3(d),  the Company  shall be forever  released from all of its
obligations and liabilities under this Note.

         (f) If, prior to the Conversion Date, the Company shall (i) pay a stock
dividend or make a distribution  to all holders of Common Stock in shares of its
Common Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock,  (iii)
combine its outstanding  shares of Common Stock into a smaller number of shares,
(iv) issue by reorganization, reclassification or recapitalization of its shares
of Common  Stock any shares of  capital  stock of the  Company,  or (v) take any
other action which has the effect of diluting  the number of  Conversion  Shares
issuable upon conversion of this Note, the number of Conversion  Shares shall be
equitably and proportionately increased or decreased, as the case may be.

         (g) The  Company  agrees  that the  Holder  shall  retain  the right to
convert even if the Company indicates its willingness to repay the loan.

         Section 4. Reservation of Stock,  etc. The Company covenants and agrees
that it will at all times have  authorized,  reserve and keep available,  solely
for the  purpose of  effecting  the  conversion  of this Note such number of its
shares of such Common Stock as shall from time to time be  sufficient  to effect
the  conversion of this Note in full. The Company  further  covenants and agrees
that this Note is, and any Notes issued in  substitution  for or  replacement of
this Note and all Conversion  Shares,  will upon issuance be duly authorized and
validly  issued and, in the case of  Conversion  Shares,  upon  issuance will be
fully  paid and  non-assessable  and  free  from all  preemptive  rights  of any
stockholder,  and from all taxes,  liens and charges  with  respect to the issue
thereof  (other than transfer  taxes) and, if the Common Stock of the Company is
then listed on any national securities exchanges (as defined in the Exchange Act
of 1934, as amended (the "Exchange Act")) or quoted on NASDAQ, shall be, subject
to the  restrictions  set forth in Section 5, duly listed or quoted thereon,  as
the case may be. In the event that the number of authorized but unissued  shares
of such Common Stock shall not be  sufficient  to effect the  conversion  of the
entire outstanding principal amount of this Note, then in addition to such other
remedies as shall be available to the Holder,  the Company  shall  promptly take
such  corporate  action as may be  necessary  to  increase  its  authorized  but
unissued  shares  of such  Common  Stock to such  number  of  shares as shall be
sufficient for such purpose.

         Section 5. Transfer Restrictions; Exemption from Registration.

         (a) This Note may not be transferred except upon satisfaction of all of
the  requirements  of the Act and  applicable  state  securities  laws.  Without
limiting the generality of the  foregoing,  the Holder agrees that (i) this Note
and the Conversion  Shares have not been registered under the Act and may not be
sold or transferred  without  registration  under the Act or unless an exemption
from such registration is available;  (ii) the Holder has acquired this Note and
will acquire the Conversion  Shares for its own account for investment  purposes
only  and  not  with a view  toward  resale  or  distribution;  and  (iii)  each
certificate  representing any shares of Common Stock into witch this Note may be
converted shall be inscribed with the following legend:





THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE  SECURITIES  LAWS,  OR AN OPINION OF  HOLDER'S  COUNSEL,  IN A
CUSTOMARY FORM,  THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

         (b) If an opinion of counsel of Noteholder  provides that  registration
is not  required  for the  proposed  conversion  or transfer of this Note or the
proposed transfer of the Conversion  Shares and that the proposed  conversion or
transfer in the absence of  registration  would  require the Company to take any
action  including  executing  and  filing  forms  or  other  documents  with the
Securities and Exchange  Commission (the "SEC") or any state securities  agency,
or delivering to the  Noteholder  any form or document in order to establish the
right of the Noteholder to effectuate the proposed  conversion or transfer,  the
Company agrees promptly,  at its expense, to take any such action; and provided,
further, that the Company will reimburse the Noteholder in full for any expenses
(including but not limited to the fees and  disbursements  of such counsel,  but
excluding  brokers'   commissions)  incurred  by  the  Noteholder  or  owner  of
Conversion  Shares on his, her or its behalf in connection  with such conversion
or transfer of the Note or transfer of Conversion Shares.

         Section 6.  Rule 144

         In the  event  that  the  Company  (a)  has or  registers  a  class  of
securities  under Section 12 of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act") or (b) has or commences to file reports under Section 13 or
15(d) of the  Exchange  Act,  then at the request of any Holder who  proposes to
sell  securities  in  compliance  with Rule 144 of the SEC, the Company will (i)
forthwith  furnish to such holder a written  statement  of  compliance  with the
filing  requirements  of the SEC as set forth in Rule 144,  as such rules may be
amended from time to time and (ii) make available to the public and such holders
such information as will enable the holders to make sales pursuant to Rule 144.

         Section 7.  Events of Default.  If any of the  following  events  shall
occur (herein  individually  refereed to as an "Event of  Default"),  Holder may
declare  the  entire  unpaid   principal  and  accrued  interest  on  this  Note
immediately due and payable, by a notice in writing to the Company.

         (a) Any default by the Company  under any  provision of this Note or if
the   Company   breaches   or  fails  to  perform  or  observe   any   covenant,
representation, warranty or agreement contained in this Note; or





         (b) Any  default  by the  Company  under  any  provision  of any  other
agreement  or contract  entered  into  between  the  Company and Holder  ("Other
Agreements")  or if the  Company  breaches  or fails to perform  or observe  any
covenant,   representation,   warranty  or  agreement  contained  in  any  Other
Agreements; or

         (c) The  institution  by the Company of proceedings to be adjudicated a
bankrupt or  insolvent,  or the consent by it to  institution  of  bankruptcy or
insolvency proceedings against it or the filing by it of a petition or answer or
consent seeking  reorganization or release under the Federal bankruptcy laws, or
any other applicable Federal or state law, or the consent by it to the filing of
any such  petition  or the  appointment  of a  receiver,  liquidator,  assignee,
trustee,  or other similar official,  of the Company, or of any substantial part
of its  property,  or the  making  by it of an  assignment  for the  benefit  of
creditors,  or the  admission by it in writing of its inability to pay its debts
generally as they become due or the taking of corporate action by the Company in
furtherance of any such action; or

         (d) If, within 30 days after the  commencement of an action against the
Company seeking bankruptcy, insolvency, reorganization, liquidation, dissolution
or similar relief under any present or future statute,  law or regulation,  such
action  shall not have been  dismissed or all orders or  proceedings  thereunder
affecting the operations or the business of the Company  stayed,  or if the stay
or any such order or proceeding shall thereafter bet set aside, or if, within 30
days after the appointment without the consent or acquiescence of the Company of
any trustee,  receiver or liquidator of the Company or of all or any substantial
part of the  properties  of the Company,  such  appointment  shall not have been
vacated.

         Section 8. Taxes, Costs and Expenses.  The Company covenants and agrees
that it will pay when due and payable any and all federal, state and local taxes
(other than income taxes) and any other costs and expenses  which may be payable
in respect of the  preparation,  issuance,  delivery,  conversion,  surrender or
transfer of this Note  pursuant to the terms of this Note or the issuance of any
Conversion  Shares as a result  thereof.  If any suit or action is instituted or
attorneys  employed  to collect or enforce  this Note or any part  thereof,  the
Company  promises  and  agrees  to pay on  demand  all  costs  and  expenses  of
collection, including reasonable attorneys' fees and court costs.

         Section  9. Loss of Note.  Upon  receipt  by the  Company  of  evidence
reasonably  satisfactory to it of the loss, theft,  destruction or mutilation of
this Note, and (in the case of loss, theft or destruction) of indemnification in
form and substance acceptable to the Company in its reasonable  discretion,  and
upon surrender and  cancellation  of this Note, if mutilated,  the Company shall
execute and deliver a new Note of like tenor and date.

         Section  10.  Entire  Agreement.  With  the  exception  of  the  Mutual
Nondisclosure  Agreement  between the parties  dated as of April 18, 2003,  this
Note and the Letter  Agreement of even date  represent the entire  agreement and
understanding  between the parties  concerning  the  subject  matter  hereof and
supersede   all   prior   and   contemporaneous   agreements,    understandings,
representations and warranties with respect thereto.





         Section  11.  Binding  Effect;  No  Third  Party   Beneficiaries.   All
provisions  of this Note shall be binding  upon and inure to the  benefit of the
parties and their respective heirs, legatees, executors,  administrators,  legal
representatives,  successors,  and permitted  transferees and assigns. No person
other than the Holder and the Company  shall have any legal or equitable  right,
remedy or claim under or in respect of, this Note.

         Section 12. Amendment and Waivers. This Note may be amended, changed or
modified only by a written instrument  executed by the Company and the Holder of
this Note.  Any  waiver of any breach of any of the terms of this Note,  and any
consent  required or permitted to be given  hereunder,  shall be effective if in
writing and  executed  by or on behalf of the Holder of this Note.  No waiver of
any breach nor consent to any transaction shall be deemed a waiver of or consent
to any other or subsequent breach or transaction.

         Section 13.  Waiver of  Presentment,  etc.  The Company  hereby  waives
presentment for payment,  demand,  notice of non-payment,  protest and notice of
protest and hereby agrees to all extensions  and renewals of this Note,  without
notice.

         Section 14. Governing Law; Jurisdiction; Jury Trial. The corporate laws
of the State of Delaware shall govern all issues  concerning the relative rights
of the  Company  and  its  shareholders.  All  other  questions  concerning  the
construction,  validity,  enforcement  and  interpretation  of this Note and the
Letter  Agreement  shall  be  governed  by the  internal  laws of the  State  of
Illinois,  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of  Illinois.  Each party  hereby  irrevocably  submits  to the  exclusive
jurisdiction of the state and federal courts sitting in the City of Chicago, for
the  adjudication of any dispute  hereunder or under the Letter  Agreement or in
connection herewith or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding,  any claim that it is not personally  subject to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing or faxing a copy  thereof to such party at the address for such  notices
as listed on the  signature  page  hereto and  agrees  that such  service  shall
constitute good and sufficient  service of process and notice  thereof.  Nothing
contained  herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE  HEREUNDER OR IN CONNECTION  HEREWITH OR ARISING OUT OF THIS NOTE OR ANY
TRANSACTION CONTEMPLATED HEREBY.

         Section 15.  Representations  and  Warranties to Survive  Closing.  All
representations,  warranties  and covenants  contained  herein shall survive the
execution  and delivery of this Note and the issuance of any  Conversion  Shares
upon the conversion hereof.

Section  16.  Severability.  In the  event  that any  court or any  governmental
authority  or agency  declares all or any part of any Section of this Note to be
unlawful  or  invalid,  such  unlawfulness  or  invalidity  shall  not  serve to
invalidate  any other Section of this Note, and in the event that only a portion
of any Section is so declared to be unlawful or invalid,  such  unlawfulness  or
invalidity shall not serve to invalidate the balance of such Section.





         Section  17.  Headings.  The  headings  used in this  Note are used for
convenience only and are not to be considered in construing or interpreting this
Note.

         IN WITNESS WHEREOF,  the Company has caused this Note to be signed this
day by a duly authorized officer.


Frontline Communications Corporation

By: /s/
    --------------------------------------------
Name: Stephen J. Cole-Hatchard
Title: CEO

Company Notice Information: 

Frontline Communications Corporation
One Blue Hill Plaza, 7th Floor
Pearl River, NY 10965
Telephone:        845-623-8553
Facsimile:        845-623-8669
Attention:        Chief Financial Officer


Holder Notice Information:

Fusion Capital Fund II, LLC
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654
Telephone:        312-644-6644
Facsimile:        312-644-6244
Attention:        Steven G. Martin






                                    EXHIBIT A

                                CONVERSION NOTICE


                (To be signed only upon conversion of this Note)


TO:    Frontline Communications Corporation

         The  undersigned,   the  registered   holder  of  the  10%  Convertible
Promissory  Note (the  "Note")  of  Frontline  Communications  Corporation  (the
"Company"),  hereby  surrenders  the Note for  conversion  into shares of Common
Stock of the Company ("Common Stock") to the extent of $_______ unpaid principal
amount of the Note,  all in accordance  with the  provisions  of such Note.  The
undersigned requests (i) that a certificate representing shares of Common Stock,
bearing the appropriate  legends, be issued to the undersigned,  and (ii) if the
unpaid  principal  amount so converted is less than the entire unpaid  principal
amount of the Note, that a new substitute note  representing the portion of said
unpaid  principal  amount that is not so converted be issued in accordance  with
the provisions of the Note.

Dated:  ______________________________________________
        (Signature and name of the registered holder)


                                                                   Exhibit 10.22

                            STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement"),  dated as of August 1, 2003, is
entered  into  by  and  between  FRONTLINE   COMMUNICATIONS  CORP.,  a  Delaware
corporation,  with headquarters located at One Blue Hill Plaza, 7th Floor, P. O.
Box 1548,  Pearl  River,  NY 10965 (the  "Company"),  and the  undersigned  (the
"Buyer").

Buyer hereby represents and warrants to, and agrees with the Company as follows:

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED  UNDER THE UNITED STATES
SECURITIES ACT OF 1933, (THE "1933 ACT"), ARE RESTRICTED  SECURITIES (AS DEFINED
IN RULE  144  UNDER  THE 1933  ACT) AND MAY NOT BE  OFFERED  FOR  SALE,  SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. THE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD  EXCEPT AS PERMITTED  UNDER SUCH LAWS PURSUANT TO  REGISTRATION  OR AN
EXEMPTION  THEREFROM.  THE  SECURITIES  OFFERED HEREBY HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION OR ANY OTHER  REGULATORY
AUTHORITY ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                                   WITNESSETH:

WHEREAS,  the Company and
 the Buyer are executing and delivering  this Agreement
in  reliance  upon  exemptions  from  securities   registration  afforded  under
Regulation D ("Regulation D") as promulgated by the United States Securities and
Exchange  Commission  (the "SEC") under the  Securities  Act of 1933, as amended
(the "1933 Act") and/or Section 4(2) of the 1933 Act; and

WHEREAS,  the Company will issue to Buyer, upon the terms and conditions of this
Agreement  (i) shares of common  stock,  $.01 par value per share  (the  "Common
Stock") of the  Company,  and (ii)  Warrants to purchase  shares of Common Stock
(the  "Warrant  Shares").  The Common  Stock,  Warrants  and Warrant  Shares are
hereinafter referred to collectively, as the "Securities";

NOW  THEREFORE,  in  consideration  of the  premises  and the  mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:



                                       1




1.   AGREEMENT TO PURCHASE; PURCHASE PRICE.

a.   Purchase.  The  undersigned  hereby  agrees to  purchase  from the  Company
     U.S.D.$100,000 of Common Stock of the Company (the "Shares") at a price per
     share equal to $.30 (the "Purchase Price Per Share").

b.   Warrant  Coverage.  The Buyer shall  receive  warrants to purchase  150,000
     shares of Common Stock on the Closing Date.  The Warrants shall have a five
     year term and an exercise price of $.40.

c.   Form of Payment.  The Buyer shall pay the purchase  price for the Shares by
     delivering immediately available good funds in United States Dollars to the
     bank account designated by the Company.

d.   Method of Payment. Payment of the purchase price for the Common Stock shall
     be made by wire transfer of funds to:


Not later than 4:00 p.m., Eastern Standard Time, on or before August 1, 2003 the
Buyer  shall  wire the  Purchase  Price to the  Company.  On  August 2, 2003 the
Company shall deliver the certificate representing the Shares being purchased to
the Buyer.  Time is of the essence with respect to such payment,  and failure by
the  Buyer to make  such  payment,  shall  allow  the  Company  to  cancel  this
Agreement.


2.  BUYER  REPRESENTATIONS,   WARRANTIES;  ACCESS  TO  INFORMATION;  INDEPENDENT
INVESTIGATION.

The Buyer represents and warrants to, and covenants and agrees with, the Company
as follows:

a. The Buyer is purchasing  the Shares for its own account for  investment  only
and not with a view towards the resale,  public sale or distribution thereof and
not with a view to or for sale in connection with any distribution thereof;

b. The Buyer is (i) an "accredited investor" as that term is defined in Rule 501
of the  General  Rules  and  Regulations  under  the 1933 Act by  reason of Rule
501(a)(3),  and (ii) experienced in making  investments of the kind described in
this Agreement and the related documents,  (iii) able, by reason of the business
and  financial  experience  of its  officers  (if an  entity)  and  professional
advisors (who are not  affiliated  with or compensated in any way by the Company
or any of its  affiliates  or selling  agents),  to protect its own interests in
connection with the  transactions  described in this Agreement,  and the related
documents,  and (iv) able to afford the  entire  loss of its  investment  in the
Securities;



                                       2



c. All subsequent  offers and sales of the Securities by the Buyer shall be made
pursuant to  registration  under the 1933 Act or pursuant to an  exemption  from
registration;

d. The Buyer  understands  that the  Securities are and will be, as the case may
be,  offered  and  sold,  to it in  reliance  on  specific  exemptions  from the
registration  requirements  of federal  and state  securities  laws and that the
Company is relying upon the truth and  accuracy  of, and the Buyer's  compliance
with,  the  representations,   warranties,   agreements,   acknowledgements  and
understandings  of the  Buyer  set  forth  herein  in  order  to  determine  the
availability  of such exemptions and the eligibility of the Buyer to receive and
offer of and acquire the Common Stock and of the Securities, as the case may be;

e. The Buyer and its  advisors,  if any,  have  either been  furnished  with all
materials  relating to the business,  finances and operations of the Company and
materials  relating  to the offer  and sale of the  Securities  which  have been
requested by the Buyer or have had access  thereto.  The Buyer and its advisors,
if any, have been afforded the  opportunity  to ask questions of the Company and
have received complete and satisfactory  answers to any such inquiries.  Without
limiting the generality of the foregoing, the Buyer has also had the opportunity
to obtain and to review the Company's  (1) Quarterly  Reports on Form 10-QSB for
the fiscal quarter ended March 31, 2003, and (2) Forms 8-K and 8-K/A filed since
December 31, 2002,  the (3) Company's  Form 10KSB for the period ended  December
31, 2002, and (4) copies of the Company's press releases since December 31, 2002
(the "Company's SEC Documents").

f. The Buyer  understands that its investment in the Securities  involves a high
degree of risk;

g. The Buyer understands that no federal or state agency or any other government
or governmental  agency has passed on or made any  recommendation or endorsement
of the Securities;

h. This Agreement has been duly and validly  authorized,  executed and delivered
on  behalf  of the  Buyer  and is a valid  and  binding  agreement  of the Buyer
enforceable  in  accordance  with its  terms,  subject as to  enforceability  to
general principles of equity and to bankruptcy, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights generally.

i. The Buyer is not  purchasing  the  Securities as a result of, or pursuant to,
any  advertisement,  article,  notice or other  communication  published  in any
newspaper,  magazine or similar media or broadcast  over  television or radio or
presented at any seminar or meeting whose  attendees,  including the Buyer,  had
been invited by any general advertising or general solicitation.



                                       3



3. COMPANY REPRESENTATIONS

The Company represents and warrants to the Buyer that:

a.  Concerning the Shares.  The Shares have been duly  authorized and, when paid
for as  provided  herein,  will be duly  and  validly  issued,  fully  paid  and
non-assessable  and will not subject the holder thereof to personal liability by
reason of being such holder.  There are no preemptive  rights of any stockholder
of the Company, as such, to acquire the Common Stock.

b.  Reporting  Company  Status.  The Company is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and is duly qualified as a foreign corporation in all jurisdictions in which the
failure to so qualify  would have a material  adverse  effect on the Company and
its  subsidiaries  taken as a whole. The Company has registered its Common Stock
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), and the Common Stock is listed and traded on The American Stock
Exchange.  The Company has filed all material  required to be filed  pursuant to
all reporting  obligations  under either  Section 13(a) or l5(d) of the Exchange
Act.

c. Stock  Purchase  Agreement;  Registration  Rights  Agreement and Stock.  This
Agreement and the Registration  Rights Agreement,  the form of which is attached
hereto  (the  "Registration  Rights  Agreement"),  have  been  duly and  validly
authorized by the Company,  this  Agreement has been duly executed and delivered
by the Company and this  Agreement is, and the  Registration  Rights  Agreement,
when  executed  and  delivered  by the  Company,  will  be,  valid  and  binding
agreements of the Company enforceable in accordance with their respective terms,
subject  as  to   enforceability   to   general   principles   of  equity,   the
indemnification   provisions  of  the  Registration  Rights  Agreement,  and  to
bankruptcy,  insolvency,  moratorium,  and  other  similar  laws  affecting  the
enforcement of creditors' rights generally;  and the Securities will be duly and
validly issued,  fully paid and  non-assessable  when delivered on behalf of the
Company upon payment  therefor in  accordance  with this  Agreement,  subject to
general principles of equity and to bankruptcy, insolvency, moratorium, or other
similar laws affecting the enforcement of creditors' rights generally.

d.  Non-contravention.  The  execution  and delivery of this  Agreement  and the
Registration  Rights  Agreement by the Company,  the issuance of the Securities,
and the  consummation by the Company of the other  transactions  contemplated by
this Agreement,  the Registration Rights Agreement,  and the Common Stock do not
and will not  conflict  with or result in a breach by the  Company of any of the
terms  or  provisions  of  or  constitute  a  default  under,  the  articles  of
incorporation or by-laws of the Company,  or any material  indenture,  mortgage,
deed of trusts or other material agreement or instrument to which the Company is
a party or by which it or any of its  properties  or assets  are  bound,  or any
material existing  applicable law, rule, or regulation or any applicable decree,
judgment, or order of any court, United States federal or state regulatory body,
administrative  agency, or other governmental body having  jurisdiction over the
Company or any of its  properties  or assets,  except such  conflict,  breach or
default  which  would not have a  material  adverse  effect on the  transactions
contemplated  herein.  The Company has obtained any and all waivers  required in
order to enter into this Agreement.



                                       4



e. Approvals. No authorization,  approval or consent of any court,  governmental
body,  regulatory  agency,  self-regulatory  organization,  or stock exchange or
market is required to be  obtained by the Company for the  issuance  and sale of
the Securities to the Buyer as contemplated by this Agreement.

f. SEC Filings.  None of the Company's  filings with the Securities and Exchange
Commission  since December 31, 2002 contained,  at the time they were filed, any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements  made therein in light of the  circumstances  under which
they were made,  not  misleading.  The  Company has since June 1, 1998 filed all
requisite  forms,  reports and exhibits thereto with the Securities and Exchange
Commission.

g.  Absence of Certain  Changes.  Since  December  31,  2002,  there has been no
material  adverse  change and no material  adverse  development in the business,
properties,  operations, financial condition, outstanding securities, or results
of operations of the Company,  except as disclosed in the documents  referred to
in Section 2(f) hereof.

h. Full  Disclosure.  There is no fact known to the Company  (other than general
economic  conditions known to the public  generally) that has not been disclosed
in writing to the Buyer  (including  through the publicly filed documents of the
Company) that (i) could reasonably be expected to have a material adverse effect
on the condition (financial or otherwise) or in the business affairs, properties
or assets of the Company or (ii) could  reasonably be expected to materially and
adversely affect the ability of the Company to perform its obligations  pursuant
to this Agreement.

i. Absence of  Litigation.  Except as disclosed in the documents  referred to in
Section  3(f)  hereof,  there  is  no  action,  suit,  proceeding,   inquiry  or
investigation  before or by any court,  public  board or body pending or, to the
knowledge  of the  Company  or any of its  subsidiaries,  threatened  against or
affecting  the  Company  or any  of its  subsidiaries,  wherein  an  unfavorable
decision,  ruling  or  finding  would  have a  material  adverse  effect  on the
properties,  business,  condition (financial or other), or results of operations
of the  Company  and  its  subsidiaries  taken  as a whole  or the  transactions
contemplated  by this Agreement or any of the documents  contemplated  hereby or
which would materially  adversely affect the validity or  enforceability  of, or
the authority or ability of the Company to perform its obligations  under,  this
Agreement or any of such other documents.


4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.



                                       5



a. Transfer  Restrictions.  The Buyer  acknowledges that (1) the Securities have
not been and are not being  registered under the provisions of the 1933 Act and,
except as provided in the Registration Rights Agreement, the Securities have not
been and are not being registered under the 1933 Act, and may not be transferred
unless  (A)  subsequently  registered  thereunder,  or (B) the Buyer  shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
scope and  substance  to the  Company  and its  counsel,  to the effect that the
Securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from  such  registration;  (2)  any  sale of the  Securities  made in
reliance  on Rule  144  promulgated  under  the  1933  Act  may be made  only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any  resale of such  Securities  under  circumstances  in which the
seller,  or the  person  through  whom the sale is made,  may be deemed to be an
underwriter,  as that term is used in the 1933 Act, may require  compliance with
some other  exemption under the 1933 Act or the rules and regulations of the SEC
thereunder;  and (3)  neither  the  Company  nor any  other  person is under any
obligation to register the Securities  (other than pursuant to the  Registration
Rights  Agreement) under the 1933 Act or to comply with the terms and conditions
of any exemption thereunder.

b. Restrictive Legend. The Buyer acknowledges and agrees that until such time as
the Common Stock have been registered  under the 1933 Act as contemplated by the
Registration  Rights  Agreement  and sold in accordance  with such  Registration
Statement,  the  shares of Common  Stock,  shall  bear a  restrictive  legend in
substantially  the  following  form  (and a stop  transfer  order  may be placed
against transfer of the shares of Common Stock):

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE OFFERED  OR SOLD  EXCEPT IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT
AND SUCH LAWS OR PURSUANT TO A REGISTRATION STATEMENT.

c.  Registration  Rights  Agreement.  The parties hereto agree to enter into the
Registration  Rights  Agreement  on or before the Closing  Date (as  hereinafter
defined).

d. Filings.  The Company  undertakes and agrees to make all necessary filings in
connection  with the sale of the Common Stock to the Buyer as required by United
States  securities laws and  regulations,  or by AMEX.  Buyer agrees to make all
necessary filings with the SEC, including Schedule 13D, if applicable.

e. Reporting Status. Provided the Buyer beneficially owns any of the Shares, the
Company  shall file all reports  required  to be filed with the SEC  pursuant to
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"1934  Act"),  and the  Company  shall  not  terminate  its  status as an issuer
required  to file  reports  under the 1934 Act even if the 1934 Act or the rules
and regulations  thereunder would permit such termination.  Notwithstanding  the
foregoing,  the provisions of this clause shall terminate once the Buyer becomes
eligible to sell the Common  Stock issued in this  transaction  pursuant to Rule
144.



                                       6



f. Use of  Proceeds.  The  Company  will use the  proceeds  from the sale of the
Shares (excluding  amounts paid by the Company for legal fees in connection with
the sale of the Common  Stock) for working  capital  and shall not,  directly or
indirectly  (except in any situation  where the Company is acquired by merger or
otherwise by a third party) use such  proceeds for any loan to or  investment in
any other corporation, partnership enterprise or other person.

5. Adjustments

a.  Stock  dividends;  splits.  If after the date on which the  Shares are first
issued  to Buyer  and  while  Buyer  still  owns  said  Shares,  the  number  of
outstanding  shares of Common Stock is increased by a stock dividend  payable in
shares of Common Stock or by a split of shares of Common Stock or other  similar
event,  then,  on the date  following  the date fixed for the  determination  of
holders of Common Stock  entitled to receive such stock  dividend or split,  the
number of shares of Common  Stock  purchased  by the Buyer shall be increased in
proportion to such increase in outstanding shares (ignoring for this purpose any
provision for the repurchase or cash payment of fractional shares).

b. Aggregation of shares. If after the date on which the Shares are first issued
to Buyer and while  Buyer  still owns said  Shares,  the  number of  outstanding
shares of Common  Stock is decreased  by a reverse  stock-split,  consolidation,
combination  or  reclassification  of shares of  Common  Stock or other  similar
event,   then,   after  the   effective   date  of  such  reverse   stock-split,
consolidation,  combination or reclassification,  the number of shares of Common
Stock  purchased by the Buyer shall be decreased in  proportion to such decrease
in  outstanding  shares  (ignoring  for  this  purpose  any  provision  for  the
repurchase or cash payment of fractional shares).

c.  Reorganization,  etc.  If after  the date on which the  Shares  are is first
issued to the Buyer,  any  capital  reorganization  or  reclassification  of the
Shares, or consolidation or merger of the Company with another  corporation,  or
the sale of all or  substantially  all of its assets to another  corporation  or
other  similar   event  shall  be  effected,   then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger,  or sale, lawful and
fair provision  shall be made whereby the Buyer shall  thereafter have the right
to  purchase  and  receive  upon the basis  and upon the  terms  and  conditions
specified in this Agreement such shares of stock,  securities,  or assets as may
be issued or payable with respect to or in exchange for a number of  outstanding
shares  of such  Common  Stock  equal to the  number  of  shares  of such  stock
immediately  theretofore  purchasable  and  receivable  upon the exercise of the
rights represented by this Agreement had such reorganization,  reclassification,
consolidation,  merger,  or sale not taken place, and in such event  appropriate
provision shall be made with respect to the rights and interests of the Buyer to


                                       7



the end that the provisions hereof shall thereafter be applicable,  as nearly as
may be in  relation  to any share of  stock,  securities,  or assets  thereafter
deliverable upon the exercise hereof. Upon the occurrence of any event specified
in this section,  the Company  shall give written  notice of the record date for
such dividend,  distribution,  or subscription  rights, or the effective date of
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation,  winding up or issuance. Such notice shall also specify the date as
of which  the  holders  of  Common  Stock of record  shall  participate  in such
dividend, distribution, or subscription rights, or shall be entitled to exchange
their Common Stock for stock, securities,  or other assets deliverable upon such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  winding up or issuance. Failure to give such notice, or any defect
therein shall not affect the legality or validity of such event.

d. Notices of Changes.  Upon every  adjustment of the number of shares of Common
Stock  purchased by the Buyer,  the Company shall give written notice thereof to
the Buyer,  which notice  shall state the  increase or decrease,  if any, in the
number of  shares  of Common  Stock  purchased  by the  Buyer  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.

6. TRANSFER AGENT INSTRUCTIONS.

(i) Promptly following the delivery by the Buyer of the aggregate purchase price
for the Shares in accordance  with Section l(c) hereof the Company will instruct
its transfer agent to issue  certificates for the Shares purchased,  bearing the
restrictive legend specified in Section 4(b) of this Agreement. The Shares shall
be registered in the name of the Buyer or its nominee (duly assigned to), and in
such  denominations  to be  specified  by the Buyer.  If the Buyer  provides the
Company with an opinion of counsel  reasonably  satisfactory  to the Company and
its counsel that  registration of a resale by the Buyer of any of the Securities
in  accordance  with  clause  (1)(B) of Section  4(a) of this  Agreement  is not
required under the 1933 Act, the Company shall (except as provided in clause (2)
of Section 4(a) of this Agreement) permit the transfer of the Securities.  After
effectiveness  of a  Registration  Statement,  and upon  receipt of an  Exercise
Notice in the form annexed  hereto as Exhibit A, the Company  shall  deliver the
number of shares  specified in the Notice to the Buyer,  free of any restrictive
legend  (except  for any  legend  required  under the '33 Act) or stop  transfer
instructions,  to the address  specified in the notice within seven (7) business
days of the Company's receipt of the notice.

7. CLOSING DATE.

The date and time of the  issuance and sale of the Shares (the  "Closing  Date")
shall be August 1, 2003.

8. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.



                                       8



The Buyer  understands  that the Company's  obligation to sell the Shares to the
Buyer pursuant to this Agreement is conditioned upon:

a. The receipt and  acceptance by the Company of such  Agreement as evidenced by
execution of such Agreement;

b. The accuracy on the Closing Date of the representations and warranties of the
Buyer  contained  in  this  Agreement  as if made on the  Closing  Date  and the
performance  by the Buyer on or before the  Closing  Date of all  covenants  and
agreements of the Buyer required to be performed on or before the Closing Date;

c.  There  shall not be in effect any law,  rule or  regulation  prohibiting  or
restricting the transactions  contemplated  hereby,  or requiring any consent or
approval which shall not have been obtained.

9. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

The Company understands that the Buyer's obligation to purchase the Common Stock
is conditioned upon:

a.  Acceptance by Buyer of an Agreement for the sale of Shares,  as indicated by
execution of this Agreement;

b. Delivery by the Company to the Buyer the certificate  representing the Shares
in accordance with this Agreement;

c. The accuracy on the Closing Date of the representations and warranties of the
Company  contained  in this  Agreement  as if made on the  Closing  Date and the
performance  by the Company on or before the Closing Date of all  covenants  and
agreements  of the  Company  required to be  performed  on or before the Closing
Date; and

d. The Company shall prepare a Board  Resolution  authorizing  this offering,  a
copy of which shall be delivered to Buyer.

10. GOVERNING LAW: MISCELLANEOUS.

This Agreement  shall be governed by and interpreted in accordance with the laws
of the State of Delaware.  Each of the parties  consents to the  jurisdiction of
the Supreme  Court of the State of New York,  County of New York (or the federal
courts whose districts encompass any part of the City of New York) in connection
with any dispute arising under this Agreement and hereby waives,  to the maximum
extent  permitted by law, any objection,  including any objection based on forum
non coveniens,  to the bringing of any such proceeding in such jurisdictions.  A
facsimile  transmission  of this signed  Agreement shall be legal and binding on
all parties  hereto.  This Agreement may be signed in one or more  counterparts,
each of which shall be deemed an original.  The headings of this  Agreement  are


                                       9



for  convenience  of  reference  and  shall  not form  part of,  or  affect  the
interpretation  of, this Agreement.  If any provision of this Agreement shall be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other  jurisdiction.  This Agreement may be amended only by an instrument
in writing  signed by the party to be charged with  enforcement.  This Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

11.  NOTICES.  Any notice  required  or  permitted  hereunder  shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given upon personal  delivery or seven business days after deposit in the United
States  Postal  Service,  by (a) advance copy by fax, and (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to each of the other parties thereunto entitled at the following  addresses,  or
at such other  addresses as a party may  designate  by ten days advance  written
notice to each of the other parties hereto.

COMPANY:                            Stephen Cole-Hatchard, President
                                    Frontline Communications Corp.
                                    One Blue Hill Plaza, 6C Floor
                                    P. O. Box 1548
                                    Pearl River, NY 10965

Telecopier No.:                     1-845-623-8669

with a copy to:                     Sean McGuinness, Esq.
                                    Swidler Berlin Shereff Friedman,  LLP
                                    3000 K Street NW  Suite 300
                                    Washington, DC  20007

Telecopier No.:                     1-202-424-7645

BUYER:                              At the address set forth on the signature 
                                    page of this Agreement.


12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each party's representations and
warranties shall survive the execution and delivery hereof of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       10



IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer or one of
its officers thereunto duly authorized as of the date set forth below.

NUMBER OF SHARES OF COMMON STOCK TO BE PURCHASED:    333,333
AGGREGATE PURCHASE PRICE OF SUCH COMMON STOCK:      $100,000


SIGNATURES FOR ENTITIES

BUYER:  WILLIAM J. RITGER

IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are
true and correct and that it has caused this Stock Purchase Agreement to be duly
executed on its behalf this 1st day of August, 2003.

623 Ocean Avenue, Sea Girt, NJ 08750
Address

                                        Printed Name of Subscriber

Telecopier No. 212-430-6723             By: /s/______________________________
                                               (Signature of Authorized Person)

n/a                                     William J. Ritger
Jurisdiction of Incorporation           Printed Name and Title
or Organization



This Agreement has been accepted as of the date set forth below.

FRONTLINE COMMUNICATIONS CORP

By: /s/_________________________        Date: August 1, 2003

Printed Name and 
Title: Stephen J. Cole-Hatchard, CEO



                                       11


                                                                   Exhibit 10.23

                          REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS  AGREEMENT,   dated  as  of  August  1,  2003,  (this
"Agreement"),  is made by and between FRONTLINE  COMMUNICATIONS  CORPORATION,  a
Delaware corporation (the "Company"), and the person named on the signature page
hereto (the "Buyer").

WITNESETH:

WHEREAS,  upon the terms and  subject to the  conditions  of the Stock  Purchase
Agreement of even date  herewith,  between the Buyer and the Company (the "Stock
Purchase  Agreement"),  the  Company  has  agreed to issue and sell to the Buyer
shares (the "Shares") of Common Stock,  $.01 par value (the "Common Stock"),  of
the Company; and

WHEREAS,  to  induce  the  Buyer to  execute  and  deliver  the  Stock  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder,  or any similar  successor  statute  (collectively,  the "Securities
Act"),  and applicable  state securities laws with respect to the Shares and the
Warrant Shares;

NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged,  the Company and the Buyer hereby

agree as follows:

1. Definitions.

(a) As used in this  Agreement,  the  following  terms shall have the  following
meanings:

(i) "Investor" means the Buyer.

(ii)  "Register,"  "Registered,  " and  "Registration"  refer to a  registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").

(iii)  "Registrable  Securities" means the Shares purchased by the Buyer and the
Warrants to be issued to the Buyer and finder by the Company,  not to exceed, in
the aggregate, 333,333 Shares.

(iv)  "Registration  Statement"  means a  registration  statement of the Company
under the Securities Act.



                                       1



(b)  Capitalized  terms used herein and not otherwise  defined herein shall have
the respective meanings set forth in the Stock Purchase Agreement.


2. Piggyback Registration. If the Company, at any time, proposes to register any
of its Securities  under the Securities Act, it shall promptly,  and in no event
less than fifteen (15) days prior to the filing of a registration statement with
respect to a  registration  under this  Section 2, give  written  notice to each
Investor of such  intention.  Upon the  written  request of any  Investor  given
within ten (10) days after receipt of any such notice, the Company shall include
in  such  registration  all of the  Registrable  Securities  indicated  in  such
request,  so as to permit the disposition of the  Registrable  Securities on the
same terms and conditions as the Securities of the Company  otherwise being sold
in  such  registration.  If a  Investor  decides  not  to  include  all  of  its
Registrable  Securities in any  registration  statement  thereafter filed by the
Company,  such Investor shall nevertheless continue to have the right to include
any  Registrable   Securities  in  any  subsequent   registration  statement  or
registration  statement as may be filed by the Company with respect to offerings
of its  securities,  all  upon  the  terms  and  conditions  set  forth  herein.
Notwithstanding  any  other  provision  of  this  Section  2,  if  the  managing
underwriter advises the Company in writing that the inclusion of all Registrable
Securities proposed to be included in such registration would interfere with the
successful  marketing of such  Securities  of the  Company,  then there shall be
excluded from such  registration  and  underwriting,  to the extent necessary to
satisfy such limitation.

3.  Obligations  of the Company.  In  connection  with the  registration  of the
Registrable Securities, the Company shall do each of the following.

(a) Prepare and file with the SEC a  Registration  Statement with respect to not
less than the  number of  Registrable  Securities  and  thereafter  use its best
efforts to cause the Registration  Statement relating to Registrable  Securities
to become  effective  not later than five (5) days after the Company is notified
by the SEC that the Registration Statement may be declared effective;

(b) Furnish to each Investor  whose  Registrable  Securities are included in the
Registration  Statement  and its legal counsel  identified  to the Company,  (i)
promptly  after the same is prepared  and publicly  distributed,  filed with the
SEC, or received by the  Company,  one (1) copy of the  Registration  Statement,
each  preliminary  prospectus and  prospectus,  and each amendment or supplement
thereto, and (ii) such number of copies of a prospectus, including a preliminary
prospectus, and all amendments and supplements thereto and such other documents,
as such Investor may reasonably  request in order to facilitate the  disposition
of the Registrable Securities owned by such Investor.

(c) As promptly as practicable  after becoming aware of such event,  notify each
Investor who holds Registrable  Securities being sold of the issuance by the SEC
of any stop order or other  suspension of the  effectiveness of the Registration
Statement;



                                       2



(d) Upon  effectiveness of registration,  and upon receipt of an Exercise Notice
in the form  annexed  hereto as Exhibit A, the Company  shall (i)  instruct  the
transfer  agent  to  remove  all   restrictive   legends  from  the  Registrable
Securities;  (ii)  instruct the  transfer  agent to issue  certificates  in such
denominations or amounts as the case may be, as the Buyer may reasonably request
and registered in such names as the Buyer may request; and (iii) remove any stop
transfer order instructions.


4.  Obligations of the Investors.  In connection  with the  registration  of the
Registrable Securities, the Investors shall have the following obligations:

(a) It shall be a  condition  precedent  to the  obligations  of the  Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it, and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably  required to effect the  registration of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. At least five (5) days prior
to the first anticipated filing date of the Registration Statement,  the Company
shall notify each  Investor of the  information  the Company  requires from each
such Investor (the "Requested  Information") if such Investor elects to have any
of  such  Investor's   Registrable   Securities  included  in  the  Registration
Statement.  If at least  two (2)  business  days  prior to the  filing  date the
Company  has  not  received  the  Requested  Information  from  an  Investor  (a
"Non-Responsive Investor"), then the Company may file the Registration Statement
without including Registrable Securities of such Non-Responsive Investor.

(b) Each Investor by such Investor's  acceptance of the  Registrable  Securities
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of the  Registration  Statement
hereunder,  unless such  Investor  has  notified  the Company in writing of such
Investor's  election to exclude all of such  Investor's  Registrable  Securities
from the Registration Statement; and

(c) Each  Investor  agrees that,  upon receipt of any notice from the Company of
the happening of any event of the kind  described in Section 3(c),  above,  such
Investor will  immediately  discontinue  disposition of  Registrable  Securities
pursuant to the Registration Statement covering such Registrable Securities and,
if so directed by the Company,  such  Investor  shall deliver to the Company (at
the expense of the Company) or destroy (and deliver to the Company a certificate
of  destruction)  all copies in such  Investor's  possession,  of the prospectus
covering  such  Registrable  Securities  current  at the time of receipt of such
notice.



                                       3



5. Expenses of Registration.  All reasonable  expenses,  other than underwriting
discounts and commissions and other fees and expenses of investment  bankers and
other than brokerage  commissions,  incurred in connection  with  registrations,
filings or  qualifications  pursuant to Section 3 shall be borne by the Company,
however;  if  Investor  decides  to  retain  counsel,  it shall do so at its own
expense.

6. Reports under Exchange Act. With a view to making  available to the Investors
the  benefits  of Rule 144  promulgated  under the  Securities  Act or any other
similar rule or  regulation of the SEC that may at any time permit the Investors
to sell  securities  of the Company to the public  without  registration  ("Rule
144"), the Company agrees to:

(a) make and keep public  information  available,  as those terms are understood
and defined in Rule 144;

(b)  file  with the SEC in a timely  manner  all  reports  and  other  documents
required of the Company under the Securities Act and the Exchange Act; and

(c)  furnish  to  each  Investor  so  long as  such  Investor  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied with the reporting  requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly  report
of the Company and such other  reports and documents so filed by the Company and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Investors to sell such securities pursuant to Rule 144 without registration.

7. Miscellaneous.

(a) A person or entity is deemed  to be a  Investor  of  Registrable  Securities
whenever such person or entity owns of record such  Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons or entities with respect to the same  Registrable  Securities,  the
Company shall act upon the basis of  instructions,  notice or election  received
from the registered owner of such Registrable Securities.

(b) Notices  required or permitted to be given hereunder shall be in writing and
shall be deemed to be sufficiently given when personally  delivered (by hand, by
courier, by telephone line facsimile  transmission,  receipt confirmed, or other
means) or sent by certified mail, return receipt  requested,  properly addressed
and with proper postage pre-paid (i) if to the Company,  at One Blue Hill Plaza,
7th Floor,  P.O. Box 1548, Pearl River, NY 10965 with a copy to Sean McGuinness,
Esq.,  Swidler  Berlin  Shereff  Friedman,  LLP,  3000 K Street  NW  Suite  300,
Washington,  DC 20007,  fax number (202) 295-8478;  (ii) if to the Buyer, at the
address set forth under its name in the Stock Purchase  Agreement,  and (iii) if
to any other  Investor,  at such address as such Investor shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 7(b), and shall be effective,  when
personally delivered, upon receipt and, when so sent by certified mail, four (4)
calendar days after deposit with the United States Postal Service.



                                       4



(c) Failure of any party to exercise any right or remedy under this Agreement or
otherwise,  or delay by a party in  exercising  such right or remedy,  shall not
operate as a waiver thereof.

(d) This  Agreement  shall be enforced,  governed by and construed in accordance
with the laws of the State of Delaware  applicable to agreements  made and to be
performed  entirely  within  such  State.  Each of the  parties  consents to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of New York or the state  courts of the  State of New York  sitting  in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based upon forum non  conveniens,  to the  bringing  of any such
proceeding  in such  jurisdictions.  In the  event  that any  provision  of this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not effect the validity or  enforceability  of any other provision
hereof.

(e) This Agreement  constitutes  the entire  agreement  among the parties hereto
with respect to the subject matter hereof. There are no restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein.
This Agreement  supersedes all prior  agreements  and  understandings  among the
parties hereto with respect to the subject matter hereof.

(f)  This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
successors and assigns of each of the parties hereto.

(g) All pronouns and any variations thereof refer to the masculine,  feminine or
neuter, singular or plural, as the context may require.

(h) The headings in this  Agreement are for  convenience  of reference  only and
shall not affect the meaning thereof.

(i) This  Agreement may be executed in two or more  counterparts,  each of which
shall be deemed an original but all of which shall  constitute  one and the same
agreement.  This  Agreement,  once executed by a party,  may be delivered to the
other party hereto by telephone  line facsimile  transmission  of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.



                                       5


IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
by their  respective  officers  thereunto duly authorized as of the day and year
first above written.

FRONTLINE COMMUNICATIONS CORP.

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

BUYER: WILLIAM T. RITGER

By: /s/
    --------------------------------------
Name: William T. Ritger
Title: n/a



                                       6


                                                                   Exhibit 10.24


THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE AND THE SECURITIES  ISSUABLE UPON
EXERCISE  THEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF  SECURITIES),  OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY,  STATING  THAT  AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS
AVAILABLE.

                            EXERCISABLE ON OR BEFORE
                    5:00 P.M., NEW YORK TIME, AUGUST 1, 2008

No. __________                                                 150,000  Warrants


                                     WARRANT

         This Warrant certifies that William T. Ritger or registered assigns, is
the  registered  holder of Warrants to  purchase,  at any time during the period
(the "Warrant Exercise Period") commencing August 1, 2003 and expiring 5:00 P.M.
New York City time on August 1, 2008  ("Expiration  Date"), up to 100,000 shares
(the "Warrant  Shares") of fully-paid and  non-assessable  common stock,  no par
value per share (the "Common Shares"), of Frontline Communications  Corporation,
a Delaware  corporation (the "Company")  subject to the
 terms and conditions set
forth  herein.  This  Warrant  and any  Warrant  resulting  from a  transfer  or
subdivision  of this Warrant  shall  sometimes  hereinafter  be referred to as a
"Warrant" or, collectively,  as the "Warrants".  This Warrant is one of a series
of warrants being issued as part of a private offering (the "Offering") pursuant
to a Stock Purchase Agreement, dated August 1, 2003.

              I. Exercise of Warrants.  Each Warrant is  exercisable to purchase
one Warrant Share at an initial  purchase  price of $0.40 per Share,  subject to






adjustment as set forth herein,  payable in cash or by check to the order of the
Company.  Upon  surrender  of this  Warrant with the annexed Form of Election to
Purchase  duly  executed,  together  with  payment  of the  Purchase  Price  (as
hereinafter  defined)  for  the  Warrant  Shares  purchased,  at  the  Company's
principal  offices  (presently  located at One Blue Hill Plaza,  P.O.  Box 1548,
Pearl River,  New York 10965) the  registered  holder of a Warrant  ("Holder" or
"Holders")  shall be entitled to receive a certificate or  certificates  for the
shares so  purchased.  The  purchase  rights  represented  by this  Warrant  are
exercisable at the option of the Holder hereof,  in whole or in part (but not as
to fractional  Common Shares).  In the case of the purchase of less than all the
Warrant  Shares  purchasable  under this Warrant,  the Company shall cancel said
Warrant upon the  surrender  thereof and shall execute and deliver a new Warrant
of like tenor for the balance of the Warrant Shares purchasable thereunder.


         2. Cashless  Exercise.  At any time during the Warrant Exercise Period,
the Holder may, at its option, exchange the Warrants represented by this Warrant
Certificate,  in whole or in part (a  "Warrant  Exchange"),  into the  number of
Warrant  Shares  determined in accordance  with this Section 2, by  surrendering
this Warrant Certificate at the principal office of the Company accompanied by a
notice  stating  such  Holder's  intent to effect such  exchange,  the number of
Warrant  Shares to be exchanged  and the date on which the Holder  requests that
such Warrant  Exchange  occur (the "Notice of Exchange").  The Warrant  Exchange
shall take place on the date  specified  in the Notice of Exchange or, if later,
the date the Notice of  Exchange  is  received  by the  Company  (the  "Exchange
Date").  Certificates for the Warrant Shares issuable upon such Warrant Exchange
and,  if  applicable,   a  new  Warrant   Certificate   (a  "Remainder   Warrant
Certificate")  of like tenor  evidencing  the Warrants which were subject to the




surrendered Warrant Certificate and not included in the Warrant Exchange,  shall
be issued as of the Exchange  Date and  delivered to the Holder  within five (5)
business  days  following  the Exchange  Date.  In  connection  with any Warrant
Exchange,  the  Holder's  Warrant  Certificate  shall  represent  the  right  to
subscribe for and acquire (I) the number of Warrant Shares  (rounded to the next
highest  integer)  equal to (A) the number of Warrant  Shares  specified  by the
Holder in its Notice of Exchange (the "Total Warrant Share Number") less (B) the
number of Warrant  Shares  equal to the  quotient  obtained by dividing  (i) the
product of the Total  Warrant Share Number and the existing  Exercise  Price per
Warrant  Share by (ii) the current  Market Price (as  hereinafter  defined) of a
Common Share, and (II) a Remainder Warrant Certificate,  if applicable.  "Market
Price" at any date shall be deemed to be the average closing prices for the last
five trading days, as officially  reported by the American  Stock  Exchange.  

         3. Issuance of  Certificates.  Upon the exercise of the  Warrants,  the
issuance of certificates  for the Warrant Shares shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder
thereof,  and such  certificates  shall  (subject to the provisions of Article 4
hereof)  be issued in the name of, or in such names as may be  directed  by, the
Holder thereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and  delivery of any such  certificates  in a name other than that of the Holder
and the  Company  shall not be required  to issue or deliver  such  certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the  Company  the  amount of such tax or shall have  established  to the
satisfaction  of the  Company  that  such tax has been  paid.  



                                       3



         The  certificates  representing the Warrant Shares shall be executed on
behalf of the Company by the manual or  facsimile  signature  of those  officers
required to sign such certificates under applicable law.

         This Warrant and, upon  exercise of the Warrants,  in part or in whole,
certificates  representing the Warrant Shares shall bear a legend  substantially
similar to the following:


         "The  securities   represented  by  this   certificate  have  not  been
         registered  under the Securities Act of 1933, as amended  ("Act"),  and
         may  not be  offered  or  sold  except  (i)  pursuant  to an  effective
         registration  statement  under the Act, (ii) to the extent  applicable,
         pursuant to Rule 144 under the Act (or any similar  rule under such Act
         relating to the disposition of securities),  or (iii) upon the delivery
         by the  holder to the  Company of an  opinion  of  counsel,  reasonably
         satisfactory  to counsel to the issuer,  stating that an exemption from
         registration under such Act is available."

         4. Restriction on Transfer of Warrants.  The Holder of this Warrant, by
its acceptance  thereof,  covenants and agrees that the Warrants and the Warrant
Shares  are  being  acquired  as an  investment  and  not  with  a  view  to the
distribution  thereof.  The Holder  shall be  entitled  to all of the rights set
forth in the Registration  Rights Agreement between such holder and the Company,
dated as of the date hereof.

         5. Price.

              5.1.  Initial and Adjusted  Purchase Price.  The initial  purchase
price of each Warrant  shall be $0.40 per Common  Share.  The adjusted  purchase
price shall be the price  which shall  result from time to time from any and all
adjustments of the initial  purchase price in accordance  with the provisions of
Article 6 hereof.



                                       4



              5.2.  Purchase Price.  The term "Purchase Price" herein shall mean
the initial  purchase price or the adjusted  purchase price,  depending upon the
context.

         6. Adjustments of Purchase Price and Number of Warrant Shares.

              6.1. Dividends and Distributions. In case the Company shall at any
time pay a dividend in Common Shares,  then upon such dividend or  distribution,
the Purchase Price in effect immediately prior to such event shall be reduced to
a price  determined  by dividing an amount  equal to the total  number of Common
Shares outstanding immediately prior to such dividend or distribution multiplied
by  the  Purchase  Price  in  effect  immediately  prior  to  such  dividend  or
distribution by the total number of Common Shares outstanding  immediately after
such issuance or sale.

              6.2. Subdivision and Combination. In case the Company shall at any
time  subdivide or combine the  outstanding  Common  Shares,  the Purchase Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

              6.3.  Adjustment in Number of Warrant Shares. Upon each adjustment
of the Purchase  Price  pursuant to the provisions of this Article 5, the number
of Warrant  Shares  issuable upon the exercise of each Warrant shall be adjusted
to the nearest full Share by multiplying a number equal to the Purchase Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
issuable upon exercise of the Warrants  immediately prior to such adjustment and
dividing the product so obtained by the adjusted Purchase Price.



                                       5



              6.4. Reclassification,  Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding Common Shares (other than a change
in par value to no par value,  or from no par value to par value, or as a result
of a subdivision or  combination),  or in the case of any  consolidation  of the
Company with, or merger of the Company into,  another  corporation (other than a
consolidation  or merger in which the Company is the surviving  corporation  and
which  does not  result in any  reclassification  or  change of the  outstanding
Common  Shares,  except a change as a result of a subdivision  or combination of
such shares or a change in par value, as aforesaid), or in the case of a sale or
conveyance to another corporation of the property of the Company as an entirety,
the Holder  shall  thereafter  have the right to purchase the kind and number of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,  change,  consolidation,  merger, sale or conveyance as if the
Holder were the owner of the Warrant Shares immediately prior to any such events
at a price  equal to the  product  of (x) the  number  of shares  issuable  upon
exercise of the Warrants and (y) the Purchase Price in effect  immediately prior
to the record date for such  reclassification,  change,  consolidation,  merger,
sale or conveyance as if such Holder had exercised the Warrants.

         7. Exchange and  Replacement of Warrants.  Each warrant is exchangeable
without  expense,  upon the  surrender  hereof by the  registered  Holder at the
principal  executive office of the Company,  for a new Warrant of like tenor and
date  representing  in the  aggregate  the right to purchase  the same number of
Warrant  Shares  in such  denominations  as shall be  designated  by the  Holder
thereof at the time of such surrender.



                                       6



         Upon receipt by the Company of evidence  reasonably  satisfactory to it
of the loss,  theft,  destruction or mutilation of any Warrant,  and, in case of
loss, theft or destruction,  of indemnity or security reasonably satisfactory to
it, and  reimbursement  to the  Company of all  reasonable  expenses  incidental
thereto, and upon surrender and cancellation of the Warrants, if mutilated,  the
Company will make and deliver a new Warrant of like tenor, in lieu thereof.

         8.  Elimination  of  Fractional  Interests.  The  Company  shall not be
required to issue certificates representing fractions of Common Shares and shall
not be required to issue scrip or pay cash in lieu of fractional  interests,  it
being  the  intent  of the  parties  that  all  fractional  interests  shall  be
eliminated  by rounding  any  fraction up to the nearest  whole number of Common
Shares.

         9. Reservation of Warrant Shares. The Company has reserved a sufficient
number of Common Shares for issuance upon exercise of the Warrants.  The Company
covenants  and agrees  that,  upon  exercise of the  Warrants and payment of the
Purchase Price therefor,  all Common Shares issuable upon such exercise shall be
duly and  validly  issued,  fully  paid,  nonassessable  and not  subject to the
preemptive rights of any shareholder.

         10.  Notices to Warrant  Holders.  Nothing  contained in this Agreement
shall be construed as conferring upon the Holder or Holders the right to vote or
to consent or to receive  notice as a shareholder  in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights  whatsoever as a shareholder  of the Company.  If,  however,  at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:



                                       7



                  (a) the  Company  shall  take a record of the  holders  of its
         shares of Common Shares for the purpose of entitling  them to receive a
         dividend or  distribution  payable  otherwise  than in cash,  or a cash
         dividend  or  distribution  payable  otherwise  than out of  current or
         retained  earnings,  as indicated by the  accounting  treatment of such
         dividend or distribution on the books of the Company; or

                  (b) the  Company  shall offer to all the holders of its Common
         Shares  any  additional  shares  of  capital  stock of the  Company  or
         securities convertible into or exchangeable for shares of capital stock
         of the Company, or any option,  right or warrant to subscribe therefor;
         or

                  (c) a  dissolution,  liquidation  or winding up of the Company
         (other than in connection with a consolidation  or merger) or a sale of
         all or  substantially  all of its  property,  assets and business as an
         entirety shall be proposed;

then, in any one or more of said events,  the Company shall give written  notice
of such  event at least  fifteen  (15) days  prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
shareholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such  proposed  dissolution,  liquidation,  winding up or sale.  Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be.  Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection  with the  declaration  or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable  securities or subscription rights,  options or warrants, or any
proposed dissolution, liquidation, winding up or sale.



                                       8



         11. Notices. All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

                  (a) If to a registered Holder of the Warrants,  to the address
         of such Holder as shown on the books of the Company; or

                  (b) If to the  Company,  to the address set forth in Section 1
         of this Agreement or to such other address as the Company may designate
         by notice to the Holders.

         12.  Successors.  All the covenants and provisions of this Agreement by
or for the benefit of the Company and the Holders  inure to the benefit of their
respective successors and assigns hereunder.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the day and year first above written.

                                Frontline Communications Corporation



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

Attest:,



By: /s/                                
    -----------------------------------------
    Amy Wagner-Mele
    Corporate Secretary

(Corporate Seal)



                                       9



                         [FORM OF ELECTION TO PURCHASE]


         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented  by this Warrant  Certificate,  to purchase  ___________  Shares and
herewith tenders in payment for such Shares cash or a check payable to the order
of Frontline  Communications  Corporation in the amount of $___________,  all in
accordance with the terms hereof.  The  undersigned  requests that a certificate
for such Shares be registered in the name of ____________________, whose address
is               _______________________________________________________________
_____________,  and that such  Certificate  be delivered  to,  whose  address is
___________________.


Dated:                                      Signature: ________________________

                                                     (Signature  must conform in
                                                     all  respects  to  name  of
                                                     holder as  specified on the
                                                     face    of   the    Warrant
                                                     Certificate.)


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

                                          --------------------------------
                                          (Insert Social Security or Other
                                          Identifying Number of Holder)





                              [FORM OF ASSIGNMENT]

                (To be executed by the registered holder if such
              holder desires to transfer the Warrant Certificate.)


         FOR  VALUE  RECEIVED   ________________________________  hereby  sells,
assigns and transfers  unto(Please  print name and address of  transferee)  this
Warrant  Certificate,  together with all right, title and interest therein,  and
does hereby  irrevocably  constitute  and appoint  _____________,  Attorney,  to
transfer  the  within  Warrant  Certificate  on the  books  of the  within-named
Company, with full power of substitution.


Dated:                              Signature:

                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant Certificate)


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

--------------------------------
(Insert Social Security or Other
Identifying Number of Assignee)


                                                                   Exhibit 10.25

                                 GENERAL RELEASE

         This General Release (the "Release"), dated as of March 27, 2003, is by
and between Delanet,  Inc., a Delaware  corporation having an address at 2 Misty
Court,  Newark,  Delaware,  and its sole shareholders,  Michael Brown and Donald
McIntire  (collectively,  Delanet,  Brown and McIntire are referred to herein as
the "Releasors") and Frontline Communications Corp., a Delaware Corporation with
a principal  place of business at One Blue Hill Plaza,  7th Floor,  Pearl River,
New York (the "Releasee").

         For and in  consideration  of the sum of Two Hundred  Thousand  Dollars
($200,000) cash and Three Hundred and Seventy Five Thousand  (375,000) shares of
common stock of the Relesee, and for other good and valuable consideration, (the
"Consideration"),  the Releasors hereby release and discharge the Releasee,  its
heirs,  executors,  administrators,  successors  and assigns  from all  actions,
causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds,
bills, specialties, covenants, contracts,  controversies,  agreements, promises,
variances,  trespasses,  damages, judgments,  extents,  executions,  claims, and
demands  whatsoever,  in law or  equity,  which the  Releasors  or their  heirs,
executors,  administrators,  successors  and
  assigns  ever  had,  now  have  or
hereafter can,  shall or may have,  for, upon, or by reason of any other matter,
cause or thing whatsoever may have regarding any agreement  (including,  but not
limited  to,  the Asset  Purchase  Agreement,  Promissory  Note and  Pledge  and
Security Agreement dated June 20, 2000 between Delanet,  Inc. and Releasee,  and
the Employment  Agreements  dated June 20, 2000 between Brown,  McIntire and the
Releasee)   or   amendment   whether   oral  or  written,   or  the  actions  or
responsibilities contemplated therein.

         The Releasors hereby acknowledge receipt of the Consideration.


         This Release  represents  the full  agreement of the  Releasors and the
Releasee and may not be amended,  supplemented,  revised or  terminated  without
prior written consent of both the Releasors and the Releasee.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







         We have  carefully  read  and  understand  the  foregoing  and are duly
authorized to execute this Release.

Executed on this 27th day of March, 2003.



                                            Delanet, Inc.

                                            /s/
                                            -----------------------------------
                                            By: Michael Brown
                                            Title:  President



                                            Michael Brown, Individually


                                            /s/
                                            -----------------------------------


                                            Donald McIntire, Individually


                                            /s/
                                            -----------------------------------


State of Delaware
County of                           ss:

On this 27th day of March,  2003,  before me  personally  came Michael Brown and
Donald  McIntire,  to me known  who,  being  duly  sworn,  did  depose  and duly
acknowledged to me that they executed the Release.

                                            /s/
                                            -----------------------------------


Exhibit 10.26

                            STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 16, 2003,
is  entered  into by and  between  FRONTLINE  COMMUNICATIONS  CORP.,  a Delaware
corporation,  with headquarters located at One Blue Hill Plaza, 7th Floor, P. O.
Box 1548,  Pearl  River,  NY 10965 (the  "Company"),  and the  undersigned  (the
"Buyer").

Buyer hereby represents and warrants to, and agrees with the Company as follows:

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED  UNDER THE UNITED STATES
SECURITIES ACT OF 1933, (THE "1933 ACT"), ARE RESTRICTED  SECURITIES (AS DEFINED
IN RULE  144  UNDER  THE 1933  ACT) AND MAY NOT BE  OFFERED  FOR  SALE,  SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. THE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD  EXCEPT AS PERMITTED  UNDER SUCH LAWS PURSUANT TO  REGISTRATION  OR AN
EXEMPTION  THEREFROM.  THE  SECURITIES  OFFERED HEREBY HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION OR ANY OTHER  REGULATORY
AUTHORITY ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


                                   WITNESSETH:


WHEREAS,  the Company
 and the Buyer are executing and delivering  this Agreement
in  reliance  upon  exemptions  from  securities   registration  afforded  under
Regulation D ("Regulation D") as promulgated by the United States Securities and
Exchange  Commission  (the "SEC") under the  Securities  Act of 1933, as amended
(the "1933 Act") and/or Section 4(2) of the 1933 Act; and

WHEREAS,  the Company will issue to Buyer, upon the terms and conditions of this
Agreement  (i) shares of common  stock,  $.01 par value per share  (the  "Common
Stock") of the  Company,  and (ii)  Warrants to purchase  shares of Common Stock
(the  "Warrant  Shares").  The Common  Stock,  Warrants  and Warrant  Shares are
hereinafter referred to collectively, as the "Securities";

NOW  THEREFORE,  in  consideration  of the  premises  and the  mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:




                                       1




1.   AGREEMENT TO PURCHASE; PURCHASE PRICE.

a.   Purchase.  The  undersigned  hereby  agrees to  purchase  from the  Company
     U.S.D.$150,000 of Common Stock of the Company (the "Shares") at a price per
     share equal to $.30 (the "Purchase Price Per Share").

b.   Warrant  Coverage.  The Buyer shall  receive  warrants to purchase  150,000
     shares of Common Stock on the Closing Date.  The Warrants shall have a five
     year term and an exercise price of $.40.

c.   Form of Payment.  The Buyer shall pay the purchase  price for the Shares by
     delivering immediately available good funds in United States Dollars to the
     bank account designated by the Company.

d.   Method of Payment. Payment of the purchase price for the Common Stock shall
     be made by wire transfer of funds to:


Not later than 4:00 p.m., Eastern Standard Time, on or before September 19, 2003
the Buyer shall wire the Purchase  Price to the Company.  Upon execution of this
Agreement,  the Company shall  instruct its transfer  agent to issue the Shares.
The  Company  shall  deliver  the  certificate  representing  the  Shares  being
purchased  to the Buyer  within  three (3)  business  days of  execution of this
Agreement.  Time is of the essence with respect to such payment,  and failure by
the  Buyer to make  such  payment,  shall  allow  the  Company  to  cancel  this
Agreement.


2.  BUYER  REPRESENTATIONS,   WARRANTIES;  ACCESS  TO  INFORMATION;  INDEPENDENT
INVESTIGATION.

The Buyer represents and warrants to, and covenants and agrees with, the Company
as follows:

a. The Buyer is purchasing  the Shares for its own account for  investment  only
and not with a view towards the resale,  public sale or distribution thereof and
not with a view to or for sale in connection with any distribution thereof;

b. The Buyer is (i) an "accredited investor" as that term is defined in Rule 501
of the  General  Rules  and  Regulations  under  the 1933 Act by  reason of Rule
501(a)(3),  and (ii) experienced in making  investments of the kind described in
this Agreement and the related documents,  (iii) able, by reason of the business
and  financial  experience  of its  officers  (if an  entity)  and  professional


                                       2



advisors (who are not  affiliated  with or compensated in any way by the Company
or any of its  affiliates  or selling  agents),  to protect its own interests in
connection with the  transactions  described in this Agreement,  and the related
documents,  and (iv) able to afford the  entire  loss of its  investment  in the
Securities;

c. All subsequent  offers and sales of the Securities by the Buyer shall be made
pursuant to  registration  under the 1933 Act or pursuant to an  exemption  from
registration;

d. The Buyer  understands  that the  Securities are and will be, as the case may
be,  offered  and  sold,  to it in  reliance  on  specific  exemptions  from the
registration  requirements  of federal  and state  securities  laws and that the
Company is relying upon the truth and  accuracy  of, and the Buyer's  compliance
with,  the  representations,   warranties,   agreements,   acknowledgements  and
understandings  of the  Buyer  set  forth  herein  in  order  to  determine  the
availability  of such exemptions and the eligibility of the Buyer to receive and
offer of and acquire the Common Stock and of the Securities, as the case may be;

e. The Buyer and its  advisors,  if any,  have  either been  furnished  with all
materials  relating to the business,  finances and operations of the Company and
materials  relating  to the offer  and sale of the  Securities  which  have been
requested by the Buyer or have had access  thereto.  The Buyer and its advisors,
if any, have been afforded the  opportunity  to ask questions of the Company and
have received complete and satisfactory  answers to any such inquiries.  Without
limiting the generality of the foregoing, the Buyer has also had the opportunity
to obtain and to review the Company's  (1) Quarterly  Reports on Form 10-QSB for
the fiscal quarter ended March 31, 2003, and (2) Forms 8-K and 8-K/A filed since
December 31, 2002,  the (3) Company's  Form 10KSB for the period ended  December
31, 2002, and (4) copies of the Company's press releases since December 31, 2002
(the "Company's SEC Documents").

f. The Buyer  understands that its investment in the Securities  involves a high
degree of risk;

g. The Buyer understands that no federal or state agency or any other government
or governmental  agency has passed on or made any  recommendation or endorsement
of the Securities;

h. This Agreement has been duly and validly  authorized,  executed and delivered
on  behalf  of the  Buyer  and is a valid  and  binding  agreement  of the Buyer
enforceable  in  accordance  with its  terms,  subject as to  enforceability  to
general principles of equity and to bankruptcy, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights generally.

i. The Buyer is not  purchasing  the  Securities as a result of, or pursuant to,
any  advertisement,  article,  notice or other  communication  published  in any
newspaper,  magazine or similar media or broadcast  over  television or radio or
presented at any seminar or meeting whose  attendees,  including the Buyer,  had
been invited by any general advertising or general solicitation.


                                       3



3. COMPANY REPRESENTATIONS

The Company represents and warrants to the Buyer that:

a.  Concerning the Shares.  The Shares have been duly  authorized and, when paid
for as  provided  herein,  will be duly  and  validly  issued,  fully  paid  and
non-assessable  and will not subject the holder thereof to personal liability by
reason of being such holder.  There are no preemptive  rights of any stockholder
of the Company, as such, to acquire the Common Stock.

b.  Reporting  Company  Status.  The Company is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and is duly qualified as a foreign corporation in all jurisdictions in which the
failure to so qualify  would have a material  adverse  effect on the Company and
its  subsidiaries  taken as a whole. The Company has registered its Common Stock
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), and the Common Stock is listed and traded on The American Stock
Exchange.  The Company has filed all material  required to be filed  pursuant to
all reporting  obligations  under either  Section 13(a) or l5(d) of the Exchange
Act.

c. Stock  Purchase  Agreement;  Registration  Rights  Agreement and Stock.  This
Agreement and the Registration  Rights Agreement,  the form of which is attached
hereto  (the  "Registration  Rights  Agreement"),  have  been  duly and  validly
authorized by the Company,  this  Agreement has been duly executed and delivered
by the Company and this  Agreement is, and the  Registration  Rights  Agreement,
when  executed  and  delivered  by the  Company,  will  be,  valid  and  binding
agreements of the Company enforceable in accordance with their respective terms,
subject  as  to   enforceability   to   general   principles   of  equity,   the
indemnification   provisions  of  the  Registration  Rights  Agreement,  and  to
bankruptcy,  insolvency,  moratorium,  and  other  similar  laws  affecting  the
enforcement of creditors' rights generally;  and the Securities will be duly and
validly issued,  fully paid and  non-assessable  when delivered on behalf of the
Company upon payment  therefor in  accordance  with this  Agreement,  subject to
general principles of equity and to bankruptcy, insolvency, moratorium, or other
similar laws affecting the enforcement of creditors' rights generally.

d.  Non-contravention.  The  execution  and delivery of this  Agreement  and the
Registration  Rights  Agreement by the Company,  the issuance of the Securities,
and the  consummation by the Company of the other  transactions  contemplated by
this Agreement,  the Registration Rights Agreement,  and the Common Stock do not
and will not  conflict  with or result in a breach by the  Company of any of the
terms  or  provisions  of  or  constitute  a  default  under,  the  articles  of
incorporation or by-laws of the Company,  or any material  indenture,  mortgage,
deed of trusts or other material agreement or instrument to which the Company is


                                       4



a party or by which it or any of its  properties  or assets  are  bound,  or any
material existing  applicable law, rule, or regulation or any applicable decree,
judgment, or order of any court, United States federal or state regulatory body,
administrative  agency, or other governmental body having  jurisdiction over the
Company or any of its  properties  or assets,  except such  conflict,  breach or
default  which  would not have a  material  adverse  effect on the  transactions
contemplated  herein.  The Company has obtained any and all waivers  required in
order to enter into this Agreement.

e. Approvals. No authorization,  approval or consent of any court,  governmental
body,  regulatory  agency,  self-regulatory  organization,  or stock exchange or
market is required to be  obtained by the Company for the  issuance  and sale of
the Securities to the Buyer as contemplated by this Agreement.

f. SEC Filings.  None of the Company's  filings with the Securities and Exchange
Commission  since December 31, 2002 contained,  at the time they were filed, any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements  made therein in light of the  circumstances  under which
they were made,  not  misleading.  The  Company has since June 1, 1998 filed all
requisite  forms,  reports and exhibits thereto with the Securities and Exchange
Commission. Buyer represents that it has received copies of all of the Company's
filings with the  Securities  and Exchange  Commission  since December 31, 2002,
including but not limited to the Preliminary Proxy Statement on Form 14A.

g.  Absence of Certain  Changes.  Since  December  31,  2002,  there has been no
material  adverse  change and no material  adverse  development in the business,
properties,  operations, financial condition, outstanding securities, or results
of operations of the Company,  except as disclosed in the documents  referred to
in Section 2(f) hereof.

h. Full  Disclosure.  There is no fact known to the Company  (other than general
economic  conditions known to the public  generally) that has not been disclosed
in writing to the Buyer  (including  through the publicly filed documents of the
Company) that (i) could reasonably be expected to have a material adverse effect
on the condition (financial or otherwise) or in the business affairs, properties
or assets of the Company or (ii) could  reasonably be expected to materially and
adversely affect the ability of the Company to perform its obligations  pursuant
to this Agreement.

i. Absence of  Litigation.  Except as disclosed in the documents  referred to in
Section  2(f)  hereof,  there  is  no  action,  suit,  proceeding,   inquiry  or
investigation  before or by any court,  public  board or body pending or, to the
knowledge  of the  Company  or any of its  subsidiaries,  threatened  against or
affecting  the  Company  or any  of its  subsidiaries,  wherein  an  unfavorable
decision,  ruling  or  finding  would  have a  material  adverse  effect  on the
properties,  business,  condition (financial or other), or results of operations
of the  Company  and  its  subsidiaries  taken  as a whole  or the  transactions
contemplated  by this Agreement or any of the documents  contemplated  hereby or
which would materially  adversely affect the validity or  enforceability  of, or
the authority or ability of the Company to perform its obligations  under,  this
Agreement or any of such other documents.


                                       5




4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

a. Transfer  Restrictions.  The Buyer  acknowledges that (1) the Securities have
not been and are not being  registered under the provisions of the 1933 Act and,
except as provided in the Registration Rights Agreement, the Securities have not
been and are not being registered under the 1933 Act, and may not be transferred
unless  (A)  subsequently  registered  thereunder,  or (B) the Buyer  shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
scope and  substance  to the  Company  and its  counsel,  to the effect that the
Securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from  such  registration;  (2)  any  sale of the  Securities  made in
reliance  on Rule  144  promulgated  under  the  1933  Act  may be made  only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any  resale of such  Securities  under  circumstances  in which the
seller,  or the  person  through  whom the sale is made,  may be deemed to be an
underwriter,  as that term is used in the 1933 Act, may require  compliance with
some other  exemption under the 1933 Act or the rules and regulations of the SEC
thereunder;  and (3)  neither  the  Company  nor any  other  person is under any
obligation to register the Securities  (other than pursuant to the  Registration
Rights  Agreement) under the 1933 Act or to comply with the terms and conditions
of any exemption thereunder.

b. Restrictive Legend. The Buyer acknowledges and agrees that until such time as
the Common Stock have been registered  under the 1933 Act as contemplated by the
Registration  Rights  Agreement  and sold in accordance  with such  Registration
Statement,  the  shares of Common  Stock,  shall  bear a  restrictive  legend in
substantially  the  following  form  (and a stop  transfer  order  may be placed
against transfer of the shares of Common Stock):

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT''),
OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE OFFERED  OR SOLD  EXCEPT IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT
AND SUCH LAWS OR PURSUANT TO A REGISTRATION STATEMENT.

c.  Registration  Rights  Agreement.  The parties hereto agree to enter into the
Registration  Rights  Agreement  on or before the Closing  Date (as  hereinafter
defined).

d. Filings.  The Company  undertakes and agrees to make all necessary filings in
connection  with the sale of the Common Stock to the Buyer as required by United
States  securities laws and  regulations,  or by AMEX.  Buyer agrees to make all
necessary filings with the SEC, including Schedule 13D, if applicable.


                                       6



e. Reporting Status. Provided the Buyer beneficially owns any of the Shares, the
Company  shall file all reports  required  to be filed with the SEC  pursuant to
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"1934  Act"),  and the  Company  shall  not  terminate  its  status as an issuer
required  to file  reports  under the 1934 Act even if the 1934 Act or the rules
and regulations  thereunder would permit such termination.  Notwithstanding  the
foregoing,  the provisions of this clause shall terminate once the Buyer becomes
eligible to sell the Common  Stock issued in this  transaction  pursuant to Rule
144.

f. Use of  Proceeds.  The  Company  will use the  proceeds  from the sale of the
Shares (excluding  amounts paid by the Company for legal fees in connection with
the sale of the Common  Stock) for working  capital  and shall not,  directly or
indirectly  (except in any situation  where the Company is acquired by merger or
otherwise by a third party) use such  proceeds for any loan to or  investment in
any other corporation, partnership enterprise or other person.

5. ADJUSTMENTS

a. Stock dividends; splits. If after the date on which the  Shares are first
issued  to Buyer  and  while  Buyer  still  owns  said  Shares,  the  number  of
outstanding  shares of Common Stock is increased by a stock dividend  payable in
shares of Common Stock or by a split of shares of Common Stock or other  similar
event,  then,  on the date  following  the date fixed for the  determination  of
holders of Common Stock  entitled to receive such stock  dividend or split,  the
number of shares of Common  Stock  purchased  by the Buyer shall be increased in
proportion to such increase in outstanding shares (ignoring for this purpose any
provision for the repurchase or cash payment of fractional shares).

b. Aggregation of shares. If after the date on which the Shares are first issued
to Buyer and while  Buyer  still owns said  Shares,  the  number of  outstanding
shares of Common  Stock is decreased  by a reverse  stock-split,  consolidation,
combination  or  reclassification  of shares of  Common  Stock or other  similar
event,   then,   after  the   effective   date  of  such  reverse   stock-split,
consolidation,  combination or reclassification,  the number of shares of Common
Stock  purchased by the Buyer shall be decreased in  proportion to such decrease
in  outstanding  shares  (ignoring  for  this  purpose  any  provision  for  the
repurchase or cash payment of fractional shares).

c.  Reorganization,  etc.  If after  the date on which the  Shares  are is first
issued to the Buyer,  any  capital  reorganization  or  reclassification  of the
Shares, or consolidation or merger of the Company with another  corporation,  or
the sale of all or  substantially  all of its assets to another  corporation  or
other  similar   event  shall  be  effected,   then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger,  or sale, lawful and
fair provision  shall be made whereby the Buyer shall  thereafter have the right


                                       7



to  purchase  and  receive  upon the basis  and upon the  terms  and  conditions
specified in this Agreement such shares of stock,  securities,  or assets as may
be issued or payable with respect to or in exchange for a number of  outstanding
shares  of such  Common  Stock  equal to the  number  of  shares  of such  stock
immediately  theretofore  purchasable  and  receivable  upon the exercise of the
rights represented by this Agreement had such reorganization,  reclassification,
consolidation,  merger,  or sale not taken place, and in such event  appropriate
provision shall be made with respect to the rights and interests of the Buyer to
the end that the provisions hereof shall thereafter be applicable,  as nearly as
may be in  relation  to any share of  stock,  securities,  or assets  thereafter
deliverable upon the exercise hereof. Upon the occurrence of any event specified
in this section,  the Company  shall give written  notice of the record date for
such dividend,  distribution,  or subscription  rights, or the effective date of
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation,  winding up or issuance. Such notice shall also specify the date as
of which  the  holders  of  Common  Stock of record  shall  participate  in such
dividend, distribution, or subscription rights, or shall be entitled to exchange
their Common Stock for stock, securities,  or other assets deliverable upon such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  winding up or issuance. Failure to give such notice, or any defect
therein shall not affect the legality or validity of such event.

d. Notices of Changes.  Upon every  adjustment of the number of shares of Common
Stock  purchased by the Buyer,  the Company shall give written notice thereof to
the Buyer,  which notice  shall state the  increase or decrease,  if any, in the
number of  shares  of Common  Stock  purchased  by the  Buyer  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.

6. TRANSFER AGENT INSTRUCTIONS.

(i) Promptly following the delivery by the Buyer of the aggregate purchase price
for the Shares in accordance  with Section l(c) hereof the Company will instruct
its transfer agent to issue  certificates for the Shares purchased,  bearing the
restrictive legend specified in Section 4(b) of this Agreement. The Shares shall
be registered in the name of the Buyer or its nominee (duly assigned to), and in
such  denominations  to be  specified  by the Buyer.  If the Buyer  provides the
Company with an opinion of counsel  reasonably  satisfactory  to the Company and
its counsel that  registration of a resale by the Buyer of any of the Securities
in  accordance  with  clause  (1)(B) of Section  4(a) of this  Agreement  is not
required under the 1933 Act, the Company shall (except as provided in clause (2)
of Section 4(a) of this Agreement)  permit the transfer of the Securities.  (ii)
After effectiveness of a Registration Statement, and upon receipt of an Exercise
Notice in the form annexed  hereto as Exhibit A, the Company  shall  deliver the
number of shares  specified in the Notice to the Buyer,  free of any restrictive
legend  (except  for any  legend  required  under the '33 Act) or stop  transfer
instructions,  to the address  specified in the notice within seven (7) business
days of the Company's receipt of the notice.

7. CLOSING DATE.

                                       8



The date and time of the  issuance and sale of the Shares (the  "Closing  Date")
shall be September 19, 2003.

8. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The Buyer understands that the Company's obligation to sell the Shares to the
Buyer pursuant to this Agreement is conditioned upon:

a. The receipt and  acceptance by the Company of such  Agreement as evidenced by
execution of such Agreement;

b. The accuracy on the Closing Date of the representations and warranties of the
Buyer  contained  in  this  Agreement  as if made on the  Closing  Date  and the
performance  by the Buyer on or before the  Closing  Date of all  covenants  and
agreements of the Buyer required to be performed on or before the Closing Date;

c. There shall not be in effect any law,  rule or  regulation  prohibiting  or
restricting the transactions  contemplated  hereby,  or requiring any consent or
approval which shall not have been obtained.

9. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

The Company understands that the Buyer's obligation to purchase the Common Stock
is conditioned upon:

a. Acceptance by Buyer of an Agreement for the sale of Shares, as indicated by
execution of this Agreement;

b. Delivery by the Company to the Buyer the certificate representing the Shares
in accordance with this Agreement;

c. The accuracy on the Closing Date of the representations and warranties of the
Company  contained  in this  Agreement  as if made on the  Closing  Date and the
performance  by the Company on or before the Closing Date of all  covenants  and
agreements  of the  Company  required to be  performed  on or before the Closing
Date; and

d. The Company shall prepare a Board  Resolution  authorizing  this offering,  a
copy of which shall be delivered to Buyer.

10. GOVERNING LAW: MISCELLANEOUS.

This Agreement  shall be governed by and interpreted in accordance with the laws
of the State of Delaware.  Each of the parties  consents to the  jurisdiction of
the Supreme  Court of the State of New York,  County of Rockland (or the federal


                                       9



courts  whose  districts  encompass  any  part of the  County  of  Rockland)  in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.  A facsimile transmission of this signed Agreement shall be legal
and binding on all parties  hereto.  This Agreement may be signed in one or more
counterparts,  each of which shall be deemed an  original.  The headings of this
Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.  If any provision of this Agreement shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other  jurisdiction.  This Agreement may be amended only by an instrument
in writing  signed by the party to be charged with  enforcement.  This Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

11.  NOTICES.  Any notice  required  or  permitted  hereunder  shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given upon personal  delivery or seven business days after deposit in the United
States  Postal  Service,  by (a) advance copy by fax, and (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to each of the other parties thereunto entitled at the following  addresses,  or
at such other  addresses as a party may  designate  by ten days advance  written
notice to each of the other parties hereto.

COMPANY:                            Stephen Cole-Hatchard, President
                                    Frontline Communications Corp.
                                    One Blue Hill Plaza, 6C Floor
                                    P. O. Box 1548
                                    Pearl River, NY 10965

Telecopier No.:                     1-845-623-8669

WITH A COPY TO:                     Sean McGuinness, Esq.
                                    Swidler Berlin Shereff Friedman,  LLP
                                    3000 K Street NW  Suite 300
                                    Washington, DC  20007

Telecopier No.:                     1-202-424-7645

BUYER:                              At the address set forth on the signature 
                                    page of this Agreement.


12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each party's representations and
warranties shall survive the execution and delivery hereof of this Agreement.


                                       10



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



















                                       11




IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer or one of
its officers thereunto duly authorized as of the date set forth below.

NUMBER OF SHARES OF COMMON STOCK TO BE PURCHASED: 500,000
AGGREGATE PURCHASE PRICE OF SUCH COMMON STOCK:  $150,000


SIGNATURES FOR ENTITIES

BUYER: Platinum Partners Value Arbitrage Fund, LLP
       c/o Mark Norlicht
       152 W. 57th Street
       New York, NY

IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are
true and correct and that it has caused this Stock Purchase Agreement to be duly
executed on its behalf this 16th day of September, 2003.

152 W. 57th Street, NY, NY 10019         ___/s/________________________________
Address                                  Platinum Partners Value Arbitrage Fund,
                                         LLP

                                         Printed Name of Subscriber

Telecopier No. (212) 581-0002            By: Frank Giorgio
                                        (Signature of Authorized Person)

Cayman Islands                           CFO
Jurisdiction of Incorporation            Printed Name and Title
or Organization

Federal Identification No.: 141861957




This Agreement has been accepted as of the date set forth below.

FRONTLINE COMMUNICATIONS CORP

By:  _____/s/________________________          Date: September 16, 2003


Printed Name and Title: Stephen J. Cole-Hatchard, CEO



                                       12




Exhibit 10.27

                          REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of September  16,  2003,  (this
"Agreement"),  is made by and between FRONTLINE  COMMUNICATIONS  CORPORATION,  a
Delaware corporation (the "Company"), and the person named on the signature page
hereto (the "Buyer").

WITNESETH:

WHEREAS,  upon the terms and  subject to the  conditions  of the Stock  Purchase
Agreement of even date  herewith,  between the Buyer and the Company (the "Stock
Purchase  Agreement"),  the  Company  has  agreed to issue and sell to the Buyer
shares (the "Shares") of Common Stock,  $.01 par value (the "Common Stock"),  of
the Company; and

WHEREAS,  to  induce  the  Buyer to  execute  and  deliver  the  Stock  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder,  or any similar  successor  statute  (collectively,  the "Securities
Act"),  and applicable  state securities laws with respect to the Shares and the
Warrant Shares;

NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged,  the Company and the Buyer
 hereby
agree as follows:

1. Definitions.

(a) As used in this  Agreement,  the  following  terms shall have the  following
meanings:

(i)    "Investor" means the Buyer.

(ii)  "Register,"  "Registered,  " and  "Registration"  refer to a  registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").

(iii)  "Registrable  Securities" means the Shares purchased by the Buyer and the
Warrants to be issued to the Buyer and finder by the Company,  not to exceed, in
the aggregate, 500,000 Shares.

(iv)  "Registration  Statement"  means a  registration  statement of the Company
under the Securities Act.


                                       1



(b)  Capitalized  terms used herein and not otherwise  defined herein shall have
the respective meanings set forth in the Stock Purchase Agreement.


2. Piggyback Registration. If the Company, at any time, proposes to register any
of its Securities  under the Securities Act, it shall promptly,  and in no event
less than fifteen (15) days prior to the filing of a registration statement with
respect to a  registration  under this  Section 2, give  written  notice to each
Investor of such  intention.  Upon the  written  request of any  Investor  given
within ten (10) days after receipt of any such notice, the Company shall include
in  such  registration  all of the  Registrable  Securities  indicated  in  such
request,  so as to permit the disposition of the  Registrable  Securities on the
same terms and conditions as the Securities of the Company  otherwise being sold
in  such  registration.  If a  Investor  decides  not  to  include  all  of  its
Registrable  Securities in any  registration  statement  thereafter filed by the
Company,  such Investor shall nevertheless continue to have the right to include
any  Registrable   Securities  in  any  subsequent   registration  statement  or
registration  statement as may be filed by the Company with respect to offerings
of its  securities,  all  upon  the  terms  and  conditions  set  forth  herein.
Notwithstanding  any  other  provision  of  this  Section  2,  if  the  managing
underwriter advises the Company in writing that the inclusion of all Registrable
Securities proposed to be included in such registration would interfere with the
successful  marketing of such  Securities  of the  Company,  then there shall be
excluded from such  registration  and  underwriting,  to the extent necessary to
satisfy such limitation.

3.  Obligations  of the Company.  In  connection  with the  registration  of the
Registrable Securities, the Company shall do each of the following.

(a) Prepare and file with the SEC a  Registration  Statement with respect to not
less than the  number of  Registrable  Securities  and  thereafter  use its best
efforts to cause the Registration  Statement relating to Registrable  Securities
to become  effective  not later than five (5) days after the Company is notified
by the SEC that the Registration Statement may be declared effective;

(b) Furnish to each Investor  whose  Registrable  Securities are included in the
Registration  Statement  and its legal counsel  identified  to the Company,  (i)
promptly  after the same is prepared  and publicly  distributed,  filed with the
SEC, or received by the  Company,  one (1) copy of the  Registration  Statement,
each  preliminary  prospectus and  prospectus,  and each amendment or supplement
thereto, and (ii) such number of copies of a prospectus, including a preliminary
prospectus, and all amendments and supplements thereto and such other documents,
as such Investor may reasonably  request in order to facilitate the  disposition
of the Registrable Securities owned by such Investor.

(c) As promptly as practicable  after becoming aware of such event,  notify each
Investor who holds Registrable  Securities being sold of the issuance by the SEC
of any stop order or other  suspension of the  effectiveness of the Registration
Statement;


                                       2



(d) Upon  effectiveness of registration,  and upon receipt of an Exercise Notice
in the form  annexed  hereto as Exhibit A, the Company  shall (i)  instruct  the
transfer  agent  to  remove  all   restrictive   legends  from  the  Registrable
Securities;  (ii)  instruct the  transfer  agent to issue  certificates  in such
denominations or amounts as the case may be, as the Buyer may reasonably request
and registered in such names as the Buyer may request; and (iii) remove any stop
transfer order instructions.


4.  Obligations of the Investors.  In connection  with the  registration  of the
Registrable Securities, the Investors shall have the following obligations:

(a) It shall be a  condition  precedent  to the  obligations  of the  Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it, and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably  required to effect the  registration of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. At least five (5) days prior
to the first anticipated filing date of the Registration Statement,  the Company
shall notify each  Investor of the  information  the Company  requires from each
such Investor (the "Requested  Information") if such Investor elects to have any
of  such  Investor's   Registrable   Securities  included  in  the  Registration
Statement.  If at least  two (2)  business  days  prior to the  filing  date the
Company  has  not  received  the  Requested  Information  from  an  Investor  (a
"Non-Responsive Investor"), then the Company may file the Registration Statement
without including Registrable Securities of such Non-Responsive Investor.

(b) Each Investor by such Investor's  acceptance of the  Registrable  Securities
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of the  Registration  Statement
hereunder,  unless such  Investor  has  notified  the Company in writing of such
Investor's  election to exclude all of such  Investor's  Registrable  Securities
from the Registration Statement; and

(c) Each  Investor  agrees that,  upon receipt of any notice from the Company of
the happening of any event of the kind  described in Section 3(c),  above,  such
Investor will  immediately  discontinue  disposition of  Registrable  Securities
pursuant to the Registration Statement covering such Registrable Securities and,
if so directed by the Company,  such  Investor  shall deliver to the Company (at
the expense of the Company) or destroy (and deliver to the Company a certificate
of  destruction)  all copies in such  Investor's  possession,  of the prospectus
covering  such  Registrable  Securities  current  at the time of receipt of such
notice.

5. Expenses of Registration.  All reasonable  expenses,  other than underwriting
discounts and commissions and other fees and expenses of investment  bankers and


                                       3



other than brokerage  commissions,  incurred in connection  with  registrations,
filings or  qualifications  pursuant to Section 3 shall be borne by the Company,
however;  if  Investor  decides  to  retain  counsel,  it shall do so at its own
expense.

6. Reports under Exchange Act. With a view to making  available to the Investors
the  benefits  of Rule 144  promulgated  under the  Securities  Act or any other
similar rule or  regulation of the SEC that may at any time permit the Investors
to sell  securities  of the Company to the public  without  registration  ("Rule
144"), the Company agrees to:

(a) make and keep public  information  available,  as those terms are understood
and defined in Rule 144;

(b)  file  with the SEC in a timely  manner  all  reports  and  other  documents
required of the Company under the Securities Act and the Exchange Act; and

(c)  furnish  to  each  Investor  so  long as  such  Investor  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied with the reporting  requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly  report
of the Company and such other  reports and documents so filed by the Company and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Investors to sell such securities pursuant to Rule 144 without registration.

7. Miscellaneous.

(a) A person or entity is deemed  to be a  Investor  of  Registrable  Securities
whenever such person or entity owns of record such  Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons or entities with respect to the same  Registrable  Securities,  the
Company shall act upon the basis of  instructions,  notice or election  received
from the registered owner of such Registrable Securities.

(b) Notices  required or permitted to be given hereunder shall be in writing and
shall be deemed to be sufficiently given when personally  delivered (by hand, by
courier, by telephone line facsimile  transmission,  receipt confirmed, or other
means) or sent by certified mail, return receipt  requested,  properly addressed
and with proper postage pre-paid (i) if to the Company,  at One Blue Hill Plaza,
7th Floor,  P.O. Box 1548, Pearl River, NY 10965 with a copy to Sean McGuinness,
Esq.,  Swidler  Berlin  Shereff  Friedman,  LLP,  3000 K Street  NW  Suite  300,
Washington,  DC 20007,  fax number (202) 295-8478;  (ii) if to the Buyer, at the
address set forth under its name in the Stock Purchase  Agreement,  and (iii) if
to any other  Investor,  at such address as such Investor shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 7(b), and shall be effective,  when
personally delivered, upon receipt and, when so sent by certified mail, four (4)
calendar days after deposit with the United States Postal Service.


                                       4



(c) Failure of any party to exercise any right or remedy under this Agreement or
otherwise,  or delay by a party in  exercising  such right or remedy,  shall not
operate as a waiver thereof.

(d) This  Agreement  shall be enforced,  governed by and construed in accordance
with the laws of the State of Delaware  applicable to agreements  made and to be
performed  entirely  within  such  State.  Each of the  parties  consents to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
County of Rockland or the state  courts of the State of New York  sitting in the
County of Rockland in connection  with any dispute  arising under this Agreement
and hereby  waives,  to the maximum  extent  permitted  by law,  any  objection,
including any objection based upon forum non conveniens,  to the bringing of any
such proceeding in such  jurisdictions.  In the event that any provision of this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not effect the validity or  enforceability  of any other provision
hereof.

(e) This Agreement  constitutes  the entire  agreement  among the parties hereto
with respect to the subject matter hereof. There are no restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein.
This Agreement  supersedes all prior  agreements  and  understandings  among the
parties hereto with respect to the subject matter hereof.

(f)  This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
successors and assigns of each of the parties hereto.

(g) All pronouns and any variations thereof refer to the masculine,  feminine or
neuter, singular or plural, as the context may require.

(h) The headings in this  Agreement are for  convenience  of reference  only and
shall not affect the meaning thereof.

(i) This  Agreement may be executed in two or more  counterparts,  each of which
shall be deemed an original but all of which shall  constitute  one and the same
agreement.  This  Agreement,  once executed by a party,  may be delivered to the
other party hereto by telephone  line facsimile  transmission  of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.


                                       5



IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
by their  respective  officers  thereunto duly authorized as of the day and year
first above written.

FRONTLINE COMMUNICATIONS CORP.

By:      ___/s/_________________________

Name:    Stephen J. Cole-Hatchard

Title:   CEO


PLATINUM PARTNERS VALUE ARBITRAGE FUND, LLP

By:      _____/s/_______________________

Name:    Frank Giorgio

Title: CFO



                                       6




Exhibit 10.28


THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE AND THE SECURITIES  ISSUABLE UPON
EXERCISE  THEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF  SECURITIES),  OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY,  STATING  THAT  AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS
AVAILABLE.

                            EXERCISABLE ON OR BEFORE
                  5:00 P.M., NEW YORK TIME, SEPTEMBER 16, 2008

No. __________                                                 150,000  Warrants

                                     WARRANT

         This Warrant certifies that Platinum Partners Value Arbitrage Fund, LLP
or registered assigns, is the registered holder of Warrants to purchase,  at any
time during the period (the "Warrant Exercise Period") commencing  September 16,
2003  and  expiring  5:00  P.M.  New  York  City  time  on  September  16,  2008
("Expiration  Date"),  up to 150,000 shares (the "Warrant Shares") of fully-paid
and  non-assessable  common stock, no par value per share (the "Common Shares"),
of Frontline Communications  Corporation, a Delaware
 corporation (the "Company")
subject to the terms and  conditions  set forth  herein.  This  Warrant  and any
Warrant resulting from a transfer or subdivision of this Warrant shall sometimes
hereinafter be referred to as a "Warrant" or,  collectively,  as the "Warrants".
This  Warrant is one of a series of warrants  being  issued as part of a private
offering  (the  "Offering")  pursuant  to  a  Stock  Purchase  Agreement,  dated
September 16, 2003.






         I. Exercise of Warrants.  Each Warrant is  exercisable  to purchase one
Warrant  Share at an  initial  purchase  price of $0.40 per  Share,  subject  to
adjustment as set forth herein,  payable in cash or by check to the order of the
Company.  Upon  surrender  of this  Warrant with the annexed Form of Election to
Purchase  duly  executed,  together  with  payment  of the  Purchase  Price  (as
hereinafter  defined)  for  the  Warrant  Shares  purchased,  at  the  Company's
principal  offices  (presently  located at One Blue Hill Plaza,  P.O.  Box 1548,
Pearl River,  New York 10965) the  registered  holder of a Warrant  ("Holder" or
"Holders")  shall be entitled to receive a certificate or  certificates  for the
shares so  purchased.  The  purchase  rights  represented  by this  Warrant  are
exercisable at the option of the Holder hereof,  in whole or in part (but not as
to fractional  Common Shares).  In the case of the purchase of less than all the
Warrant  Shares  purchasable  under this Warrant,  the Company shall cancel said
Warrant upon the  surrender  thereof and shall execute and deliver a new Warrant
of like tenor for the balance of the Warrant Shares purchasable thereunder.


         2. Cashless  Exercise.  At any time during the Warrant Exercise Period,
the Holder may, at its option, exchange the Warrants represented by this Warrant
Certificate,  in whole or in part (a  "Warrant  Exchange"),  into the  number of
Warrant  Shares  determined in accordance  with this Section 2, by  surrendering
this Warrant Certificate at the principal office of the Company accompanied by a
notice  stating  such  Holder's  intent to effect such  exchange,  the number of
Warrant  Shares to be exchanged  and the date on which the Holder  requests that
such Warrant  Exchange  occur (the "Notice of Exchange").  The Warrant  Exchange
shall take place on the date  specified  in the Notice of Exchange or, if later,
the date the Notice of  Exchange  is  received  by the  Company  (the  "Exchange



                                       2



Date").  Certificates for the Warrant Shares issuable upon such Warrant Exchange
and,  if  applicable,   a  new  Warrant   Certificate   (a  "Remainder   Warrant
Certificate")  of like tenor  evidencing  the Warrants which were subject to the
surrendered Warrant Certificate and not included in the Warrant Exchange,  shall
be issued as of the Exchange  Date and  delivered to the Holder  within five (5)
business  days  following  the Exchange  Date.  In  connection  with any Warrant
Exchange,  the  Holder's  Warrant  Certificate  shall  represent  the  right  to
subscribe for and acquire (I) the number of Warrant Shares  (rounded to the next
highest  integer)  equal to (A) the number of Warrant  Shares  specified  by the
Holder in its Notice of Exchange (the "Total Warrant Share Number") less (B) the
number of Warrant  Shares  equal to the  quotient  obtained by dividing  (i) the
product of the Total  Warrant Share Number and the existing  Exercise  Price per
Warrant  Share by (ii) the current  Market Price (as  hereinafter  defined) of a
Common Share, and (II) a Remainder Warrant Certificate,  if applicable.  "Market
Price" at any date shall be deemed to be the average closing prices for the last
five trading days, as officially reported by the American Stock Exchange.


         3. Issuance of  Certificates.  Upon the exercise of the  Warrants,  the
issuance of certificates  for the Warrant Shares shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder
thereof,  and such  certificates  shall  (subject to the provisions of Article 4
hereof)  be issued in the name of, or in such names as may be  directed  by, the
Holder thereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and  delivery of any such  certificates  in a name other than that of the Holder
and the  Company  shall not be required  to issue or deliver  such  certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the  Company  the  amount of such tax or shall have  established  to the
satisfaction of the Company that such tax has been paid.



                                       3



         The  certificates  representing the Warrant Shares shall be executed on
behalf of the Company by the manual or  facsimile  signature  of those  officers
required to sign such certificates under applicable law.

         This Warrant and, upon  exercise of the Warrants,  in part or in whole,
certificates  representing the Warrant Shares shall bear a legend  substantially
similar to the following:

         "The  securities   represented  by  this   certificate  have  not  been
         registered  under the Securities Act of 1933, as amended  ("Act"),  and
         may  not be  offered  or  sold  except  (i)  pursuant  to an  effective
         registration  statement  under the Act, (ii) to the extent  applicable,
         pursuant to Rule 144 under the Act (or any similar  rule under such Act
         relating to the disposition of securities),  or (iii) upon the delivery
         by the  holder to the  Company of an  opinion  of  counsel,  reasonably
         satisfactory  to counsel to the issuer,  stating that an exemption from
         registration under such Act is available."

         4. Restriction on Transfer of Warrants.  The Holder of this Warrant, by
its acceptance  thereof,  covenants and agrees that the Warrants and the Warrant
Shares  are  being  acquired  as an  investment  and  not  with  a  view  to the
distribution  thereof.  The Holder  shall be  entitled  to all of the rights set
forth in the Registration  Rights Agreement between such holder and the Company,
dated as of the date hereof.

         5. Price.

              5.1.  Initial and Adjusted  Purchase Price.  The initial  purchase
price of each Warrant  shall be $0.40 per Common  Share.  The adjusted  purchase
price shall be the price  which shall  result from time to time from any and all
adjustments of the initial  purchase price in accordance  with the provisions of
Article 6 hereof.



                                       4



              5.2.  Purchase Price.  The term "Purchase Price" herein shall mean
the initial  purchase price or the adjusted  purchase price,  depending upon the
context.

         6. Adjustments of Purchase Price and Number of Warrant Shares.

              6.1. Dividends and Distributions. In case the Company shall at any
time pay a dividend in Common Shares,  then upon such dividend or  distribution,
the Purchase Price in effect immediately prior to such event shall be reduced to
a price  determined  by dividing an amount  equal to the total  number of Common
Shares outstanding immediately prior to such dividend or distribution multiplied
by  the  Purchase  Price  in  effect  immediately  prior  to  such  dividend  or
distribution by the total number of Common Shares outstanding  immediately after
such issuance or sale.

              6.2. Subdivision and Combination. In case the Company shall at any
time  subdivide or combine the  outstanding  Common  Shares,  the Purchase Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

              6.3.  Adjustment in Number of Warrant Shares. Upon each adjustment
of the Purchase  Price  pursuant to the provisions of this Article 5, the number
of Warrant  Shares  issuable upon the exercise of each Warrant shall be adjusted
to the nearest full Share by multiplying a number equal to the Purchase Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
issuable upon exercise of the Warrants  immediately prior to such adjustment and
dividing the product so obtained by the adjusted Purchase Price.



                                       5



              6.4. Reclassification,  Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding Common Shares (other than a change
in par value to no par value,  or from no par value to par value, or as a result
of a subdivision or  combination),  or in the case of any  consolidation  of the
Company with, or merger of the Company into,  another  corporation (other than a
consolidation  or merger in which the Company is the surviving  corporation  and
which  does not  result in any  reclassification  or  change of the  outstanding
Common  Shares,  except a change as a result of a subdivision  or combination of
such shares or a change in par value, as aforesaid), or in the case of a sale or
conveyance to another corporation of the property of the Company as an entirety,
the Holder  shall  thereafter  have the right to purchase the kind and number of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,  change,  consolidation,  merger, sale or conveyance as if the
Holder were the owner of the Warrant Shares immediately prior to any such events
at a price  equal to the  product  of (x) the  number  of shares  issuable  upon
exercise of the Warrants and (y) the Purchase Price in effect  immediately prior
to the record date for such  reclassification,  change,  consolidation,  merger,
sale or conveyance as if such Holder had exercised the Warrants.

              7.  Exchange  and   Replacement  of  Warrants.   Each  warrant  is
exchangeable without expense, upon the surrender hereof by the registered Holder
at the  principal  executive  office of the  Company,  for a new Warrant of like
tenor and date  representing  in the  aggregate  the right to purchase  the same
number of Warrant  Shares in such  denominations  as shall be  designated by the
Holder thereof at the time of such surrender.



                                       6



                  Upon   receipt   by  the   Company  of   evidence   reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any Warrant,
and, in case of loss, theft or destruction,  of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company  will make and  deliver a new Warrant of like tenor,  in
lieu thereof.

         8.  Elimination  of  Fractional  Interests.  The  Company  shall not be
required to issue certificates representing fractions of Common Shares and shall
not be required to issue scrip or pay cash in lieu of fractional  interests,  it
being  the  intent  of the  parties  that  all  fractional  interests  shall  be
eliminated  by rounding  any  fraction up to the nearest  whole number of Common
Shares.

         9. Reservation of Warrant Shares. The Company has reserved a sufficient
number of Common Shares for issuance upon exercise of the Warrants.  The Company
covenants  and agrees  that,  upon  exercise of the  Warrants and payment of the
Purchase Price therefor,  all Common Shares issuable upon such exercise shall be
duly and  validly  issued,  fully  paid,  nonassessable  and not  subject to the
preemptive rights of any shareholder.

         10.  Notices to Warrant  Holders.  Nothing  contained in this Agreement
shall be construed as conferring upon the Holder or Holders the right to vote or
to consent or to receive  notice as a shareholder  in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights  whatsoever as a shareholder  of the Company.  If,  however,  at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:



                                       7



                                     (a) the Company  shall take a record of the
                  holders  of its  shares of Common  Shares  for the  purpose of
                  entitling them to receive a dividend or  distribution  payable
                  otherwise  than in cash,  or a cash  dividend or  distribution
                  payable otherwise than out of current or retained earnings, as
                  indicated  by the  accounting  treatment  of such  dividend or
                  distribution on the books of the Company; or

                                     (b)  the  Company  shall  offer  to all the
                  holders of its Common Shares any additional  shares of capital
                  stock  of  the  Company  or  securities  convertible  into  or
                  exchangeable  for shares of capital  stock of the Company,  or
                  any option, right or warrant to subscribe therefor; or

                                     (c) a  dissolution,  liquidation or winding
                  up  of  the  Company   (other  than  in   connection   with  a
                  consolidation or merger) or a sale of all or substantially all
                  of its property,  assets and business as an entirety  shall be
                  proposed;

then, in any one or more of said events,  the Company shall give written  notice
of such  event at least  fifteen  (15) days  prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
shareholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such  proposed  dissolution,  liquidation,  winding up or sale.  Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be.  Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection  with the  declaration  or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable  securities or subscription rights,  options or warrants, or any
proposed dissolution, liquidation, winding up or sale.



                                       8



         11. Notices. All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

                                     (a)  If  to  a  registered  Holder  of  the
                  Warrants,  to the address of such Holder as shown on the books
                  of the Company; or
                                     (b) If to the  Company,  to the address set
                  forth in Section 1 of this  Agreement or to such other address
                  as the Company may designate by notice to the Holders.

         12.  Successors.  All the covenants and provisions of this Agreement by
or for the benefit of the Company and the Holders  inure to the benefit of their
respective successors and assigns hereunder.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the day and year first above written.

                        Frontline Communications Corporation



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

Attest:,



By: /s/                                
    -----------------------------------------
    Amy Wagner-Mele
    Corporate Secretary

(Corporate Seal)



                                       9




                         [FORM OF ELECTION TO PURCHASE]


         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented  by this Warrant  Certificate,  to purchase  ___________  Shares and
herewith tenders in payment for such Shares cash or a check payable to the order
of Frontline  Communications  Corporation in the amount of $___________,  all in
accordance with the terms hereof.  The  undersigned  requests that a certificate
for such Shares be registered in the name of ____________________, whose address
is               _______________________________________________________________
_____________,  and that such  Certificate  be delivered  to,  whose  address is
___________________.


Dated:                                      Signature: ________________________

                                                     (Signature  must conform in
                                                     all  respects  to  name  of
                                                     holder as  specified on the
                                                     face    of   the    Warrant
                                                     Certificate.)


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

                        --------------------------------
                        (Insert Social Security or Other
                          Identifying Number of Holder)





                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)


         FOR  VALUE  RECEIVED   ________________________________  hereby  sells,
assigns and transfers  unto(Please  print name and address of  transferee)  this
Warrant  Certificate,  together with all right, title and interest therein,  and
does hereby  irrevocably  constitute  and appoint  _____________,  Attorney,  to
transfer  the  within  Warrant  Certificate  on the  books  of the  within-named
Company, with full power of substitution.


Dated:                              Signature:

                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant Certificate)


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

--------------------------------
(Insert Social Security or Other
Identifying Number of Assignee)






Exhibit 10.29

                          SECURITIES PURCHASE AGREEMENT

                                                                    June 2, 2002


                  This   Agreement   sets  forth  the   agreement  of  Frontline
Communications   Corporation   (the   "Company")  and  James   Nicholsen,   (the
"Purchaser") with respect to the purchase of the Notes (as hereinafter  defined)
by the  Purchaser and the issuance of the Warrants (as  hereinafter  defined) by
the Company to the Purchaser.

1. Purchase of Notes and Issuance of Warrants.

         The  Company  hereby  agrees  to sell  and  issue to the  Purchaser  8%
convertible  promissory  notes in the principal amount of $25,000 (the "Notes"),
in the form  attached  hereto as Exhibit A, and the  Purchaser  hereby agrees to
purchase from the Company the Notes for an aggregate  purchase  price of $25,000
on the date hereof (the "Closing Date").



         In  consideration of the Purchase of the Notes, on the Closing Date the
Company  hereby  agrees  to  issue to the  Purchaser  three-year  warrants  (the
"Warrants"),  to purchase an aggregate of 125,000 shares of the Company's common
stock (the "Warrant  Shares") at an exercise price of $ 0.10 per Share. The form
of Warrant is attached hereto as Exhibit B.



         Payment for and Delivery of the Notes and Warrants.


         Payment of the purchase  price for the Notes by the  Purchaser  will be
made by wire transfer or certified
  check ,or such other means of payment as the
Company  may agree to, by the  Purchaser  to the  Company on the  Closing  Date.
Within ten (10) business days following receipt of payment for the full purchase
price of the  Notes,  the  Company  will  issue  and  deliver  the Notes and the
Warrants  to the  Purchaser  at the  address  written  in  Section  5.1 of  this
Agreement.


2. Restrictions on Transfer.







         2.1 The  Purchaser  understands  that  the  Notes,  the  shares  of the
Company's  common stock issuable upon  conversion of the Notes (the  "Conversion
Shares"),  the Warrants and the Warrant Shares are "restricted  securities" with
the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Act").

         2.2 The Purchaser  understands that the  certificates  representing the
Notes,  Conversion  Shares,  the  Warrants  and the  Warrant  Shares  may bear a
restrictive legend thereon substantially as follows:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"),  OR ANY  OTHER  APPLICABLE  SECURITIES  LAWS,  AND ARE
                  RESTRICTED  SECURITIES  AS THAT TERM IS DEFINED UNDER RULE 144
                  PROMULGATED  UNDER THE ACT. THESE  SECURITIES MAY NOT BE SOLD,
                  PLEDGED, TRANSFERRED,  DISTRIBUTED OR OTHERWISE DISPOSED OF IN
                  ANY MANNER  UNLESS THEY ARE  REGISTERED  UNDER THE ACT AND ANY
                  APPLICABLE SECURITIES LAWS, OR UNLESS THE REQUEST FOR TRANSFER
                  IS   ACCOMPANIED   BY  AN  OPINION  OF   COUNSEL,   REASONABLY
                  SATISFACTORY  TO THE COMPANY,  STATING  THAT SUCH  TRANSFER IS
                  EXEMPT  FROM   REGISTRATION   UNDER  THE  ACT  AND  ANY  OTHER
                  SECURITIES LAWS."

         2.3 The Purchaser understands that the Company will direct the transfer
agent  for the  Company's  common  stock  to place a stop  transfer  instruction
against the  certificates  representing  the  Conversion  Shares and the Warrant
Shares,  and will  instruct the transfer  agent to refuse to effect any transfer
thereof in the absence of a  registration  statement  declared  effective by the
Securities and Exchange Commission ("SEC") with respect to the Conversion Shares
or the Warrant  Shares,  as the case may be, or a favorable  opinion of counsel,
satisfactory  to the  Company,  that such  transfer is exempt from  registration
under the Act and any other applicable state securities laws ("Other  Securities
Laws").

         The  Purchaser  understands  that the  Purchaser  will  have no  rights
whatsoever to request, and that the Company is under no obligation whatsoever to
furnish,  a registration of the Notes,  Conversion  Shares,  Warrants or Warrant
Shares under the Act or any Other Securities Laws.

3. Purchaser's Representations and Warranties.

         In order to  induce  the  Company  to  execute  this  Agreement  and to
consummate the  transactions set forth herein,  the Purchaser hereby  represents
and warrants with and covenants to the Company as follows:

         3.1 The Purchaser  acknowledges that  representatives  of the Purchaser
have  received and  reviewed  copies of the  Company's  Form 10-KSB for the year
ended  December 31, 2001 and the Purchaser or, if the Purchaser is not a natural
person,  the  Purchaser's  representatives  have  had  the  opportunity  to  ask
questions of and receive answers from qualified  representatives  of the Company
concerning the business and financial condition of the Company and the terms and
conditions of this  Agreement;  and all of such  questions have been answered to
the  satisfaction of the Purchaser or Purchaser's  representatives,  as the case
may be.



                                       2



         3.2  The  Purchaser  represents  that  it is a  sophisticated  investor
familiar with the type of risks inherent in the  acquisition of securities  such
as the Notes, Conversion Shares, Warrants and Warrant Shares and that, by reason
of the  Purchaser's  representatives'  knowledge and experience in financial and
business  matters in general,  and  investments of this type in particular,  the
Purchaser, through its representatives,  is capable of evaluating the merits and
risks of an investment  in the Notes,  Conversion  Shares,  Warrants and Warrant
Shares.

         3.3 The Purchaser is able to bear the economic risk of an investment in
the Notes,  Conversion Shares, Warrants and Warrant Shares,  including,  without
limiting the generality of the foregoing,  the risk of losing part or all of the
Purchaser's  investment  in the  Notes,  Warrants  and  Warrant  Shares  and the
Purchaser's possible inability to sell or transfer the Notes, Conversion Shares,
Warrants and Warrant Shares for an indefinite period of time.

         3.4 The  Purchaser  is  acquiring  the Notes and  Warrants  for its own
account and for the purpose of investment  and not with a view to, or for resale
in connection with, any distribution  within the meaning of the Act or any Other
Securities Laws, in violation of the Act.

         3.5 The  Purchaser  acknowledges  that the  Notes,  Conversion  Shares,
Warrants and Warrant Shares have not been registered under the Act or any of the
Other  Securities Laws, and may not be sold,  transferred or otherwise  disposed
of, except if an effective  registration statement is then in effect or pursuant
to an exemption from registration under said Act and such Other Securities Laws.

         3.6 The Purchaser is an  "accredited  investor" as that term is defined
in Rule  501(a)  of  Regulation  D  promulgated  under  the Act (a copy of which
definition is attached hereto as Exhibit C).

         3.7 The Purchaser  has all requisite  power and authority to enter into
this Agreement and subscribe for the Notes and Warrants pursuant hereto.

         3.8 This Agreement has been duly authorized,  executed and delivered by
or on behalf of the Purchaser and constitutes  the valid and binding  obligation
of the  Purchaser,  enforceable  against the  Purchaser in  accordance  with its
terms.

         3.9 The Purchaser acknowledges that the terms of the Notes and Warrants
are  governed  by the Note  and  Warrant  Certificate,  the  forms of which  are
attached as Exhibits A and B hereto.

         3.10 The  Purchaser  acknowledges  that the  Company  has relied on the
representations contained herein and that the statutory basis for exemption from
the requirements of Section 5 of the Act may not be present if,  notwithstanding
such  representations,  the Purchaser  were acquiring the Notes and Warrants for
resale  or  distribution   upon  the  occurrence  or   non-occurrence   of  some
predetermined event.



                                       3



         3.11 The  Purchaser's  residence  or, if the Purchaser is not a natural
person,  principal  executive  offices  are  located at the address set forth in
Section 5.1 of this Agreement.

         3.12 The Purchaser hereby indemnifies the Company against any losses it
may  incur  as a  result  of  any  breaches  by  the  Purchaser  of  any  of the
representations of the Purchaser contained in this Section 3.

4. Company Representations and Warranties

         In order to induce the  Purchaser  to  execute  this  Agreement  and to
consummate the transactions set forth herein,  the Company hereby represents and
warrants with and covenants to the Purchaser as follows:

                  (i) The Company is a duly  incorporated  and validly  existing
         corporation  in good  standing  under the laws of its  jurisdiction  of
         incorporation.

                  (ii) The  Company has the  corporate  power and  authority  to
         enter into this Agreement and to consummate the  transactions  provided
         for herein.  This  Agreement  has been duly  authorized,  executed  and
         delivered by the Company.

5. Miscellaneous.

         5.1 All  communications  hereunder  will be in writing  and,  except as
otherwise  provided,  will be delivered at, or mailed by certified mail,  return
receipt  requested,  or  telegraphed  to,  the  following  addresses:  if to the
Purchaser,  addressed to: James Nicholsen, One Blue Hill Plaza, 7th Floor, Pearl
River,  NY 10965;  if to the  Company  addressed  to:  Frontline  Communications
Corporation.,  One Blue Hill  Plaza,  POB 1548,  Pearl  River,  New York  10965,
Attention: Mr. Stephen J. Cole-Hatchard, Chief Executive Officer, with a copy to
Blank Rome Tenzer  Greenblatt,  LLP, 405 Lexington  Avenue,  New York,  New York
10174, Attention: Ethan Seer, Esq.

         5.2 This  Agreement  shall be deemed to have been made and delivered in
New  York  City  and  shall  be   governed  as  to   validity,   interpretation,
construction, effect and in all other respects by the internal laws of the State
of New York.  The  Purchaser  and the  Company  (1) agrees  that any legal suit,
action or  proceeding  arising out of or relating  to this  Agreement,  shall be
instituted  exclusively in New York State Supreme Court,  County of New York, or
in the United  States  District  Court for the  Southern  District  of New York,
unless such court shall have refused such jurisdiction, (2) waives any objection
which the Purchaser or the Company may have now or hereafter to the venue of any
such  suit,  action  or  proceeding,   and  (3)  irrevocably   consents  to  the
jurisdiction  of the New York State Supreme  Court,  County of New York, and the
United States  District Court for the Southern  District of New York in any such
suit,  action or  proceeding.  The Purchaser and the Company  further  agrees to
accept and acknowledge service of any and all process which may be served in any
such suit,  action or proceeding in the New York State Supreme Court,  County of
New York, or in the United States  District  Court for the Southern  District of
New York and agrees that service of process  upon the  Purchaser or the Company,
as the case may be, mailed by certified mail to the  Purchaser's  address or the
Company's  address,  as the  case  may be,  set  forth  in  Section  5.1 of this
Agreement shall be deemed in every respect effective service of process upon the
Purchaser  or the  Company,  as the case may be,  in any such  suit,  action  or
proceeding.

         5.3 Each party hereto agrees to use its reasonable best efforts to take
any action which may be necessary or appropriate or reasonably  requested by the
other party hereto in order to effectuate  or implement  the  provisions of this
Agreement.

         5.4 The  Purchaser's  rights under this  Agreement are not  assignable,
except to a  wholly-owned  subsidiary or parent  company of the Purchaser if the
Purchaser is a corporate entity.

         5.5 The rights and  obligations  of the  parties  under this  Agreement
shall  bind  and  inure to the  benefit  of the  parties  and  their  respective
successors and permitted assigns.

         5.6 This  Agreement  may be executed in separate  counterparts,  all of
which shall constitute one agreement.

         5.7 All notices  required or permitted to be given  hereunder  shall be
personally  delivered,  sent by  courier  service  or  mailed  by  certified  or
registered mail, postage prepaid, to the respective parties at the addresses set
forth herein and shall be deemed given upon receipt.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.


                                PURCHASER:



                                By: /s/
                                    -----------------------------------------
                                    Name:  James Nicholsen
                                    Title:


                                COMPANY:

                                FRONTLINE COMMUNICATIONS CORP.


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




                                       4



                            EXHIBIT A - FORM OF NOTE








                           EXHIBIT B - FORM OF WARRANT








                                    EXHIBIT C

Accredited Investors

                  The term "accredited  investor" refers to any person or entity
who comes within any of the following categories, or whom the Company reasonably
believes comes within any of the following  categories,  at the time of the sale
of the Notes or issuance of the Warrants, Conversion Shares or Warrant Shares to
such person or entity:

                  1. Any bank as defined in  Section  3(a)(2) of the  Securities
Act, or any  savings and loan  association  or other  institution  as defined in
Section  3(a)(5)(A) of the Securities  Act,  whether acting in its individual or
fiduciary  capacity;  any broker or dealer registered  pursuant to Section 15 of
the Securities Exchange Act of 1934; any insurance company as defined in Section
2(13) of the  Securities  Act;  any  investment  company  registered  under  the
Investment Company Act of 1940, or any business  development  company as defined
in Section 2(a)(48) of that act; any Small Business  Investment Company licensed
by the U.S.  Small  Business  Administration  under Section 301(c) or (d) of the
Small Business  Investment Act of 1958; any plan established and maintained by a
state, its political  subdivisions,  or any agency or instrumentality of a state
or its political  subdivisions,  for the benefit of its employees,  if such plan
has total assets in excess of $5,000,000;  any employee  benefit plan within the
meaning  of  the  Employee  Retirement  Income  Security  Act  of  1974,  if the
investment decision is made by a plan fiduciary,  as defined in Section 3(21) of
such  act,  which is  either a bank,  savings  and loan  association,  insurance
company,  or registered  investment  adviser,  or the employee  benefit plan has
total assets in excess of $5,000,000  or, if a  self-directed  plan,  investment
decisions are made solely by persons that are accredited investors;

                  2. Any  private  business  development  company  as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940;

                  3. Any  organization  described  in Section  501(c)(3)  of the
Internal Revenue Code, corporation,  Massachusetts or similar business trust, or
partnership,  not formed for the specific  purpose of acquiring  the  securities
offered, with total assets in excess of $5,000,000;

                  4. Any director or executive officer of the Company;

                  5. Any natural person whose individual net worth, or joint net
worth with that  person's  spouse,  at the time of his or her  purchase  exceeds
$1,000,000;

                  6. Any natural person who had  individual  income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in excess  of  $300,000  in each of those  years,  and has a  reasonable
expectation of reaching the same income level in the current year;

                  7. Any trust,  with total assets in excess of $5,000,000,  not
formed for the  specific  purpose of acquiring  the  securities  offered,  whose
purchase is  directed  by a  sophisticated  person as  described  in Rule 506 of
Regulation D; and

                  8. Any entity in which all of the equity owners are accredited
investors.



Exhibit 10.30

THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE AND THE SECURITIES  ISSUABLE UPON
EXERCISE  THEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF  SECURITIES),  OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY,  STATING  THAT  AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS
AVAILABLE.

                            EXERCISABLE ON OR BEFORE
                     5:00 P.M., NEW YORK TIME, APRIL 7, 2005

125,000 Warrants

                                     WARRANT


         This Warrant  certifies that JAMES  NICHOLSON,  4 Patrick Natale Court,
Stony Point,  New York,  10980,  or his  registered  assigns,  is the registered
holder of Warrants to purchase,  at any time from June 2, 2002,  until 5:00 P.M.
New York City  time on April 7,  2005  ("Expiration  Date"),  up to  one-hundred
twenty-five   thousand   (125,000)  shares  (the  "Shares")  of  fully-paid  and
non-assessable  common stock,  no par value per share (the "Common  Stock"),  of
Frontline  Communications  Corp., a Delaware corporation (the "Company") subject
to the
 terms and  conditions  set forth  herein.  This  Warrant  and any Warrant
resulting  from a  transfer  or  subdivision  of this  Warrant  shall  sometimes
hereinafter be referred to as a "Warrant" or, collectively, as the "Warrants".

              I. Exercise of Warrants.  Each Warrant is  exercisable to purchase
one share of Common Stock at a purchase price of $.08 per Share,  subject to the
adjustment  provisions  below,  payable  in cash or by check to the order of the
Company,  or any  combination of cash or check.  Upon surrender of this Warrant,





along with a) the duly executed "Form of Election to Purchase" annexed hereto as
exhibit "A"; b) the duly executed  "Investment  Representation  Letter"  annexed
hereto as exhibit  "B";  and c) payment of the  Purchase  Price (as  hereinafter
defined) for the Shares purchased, at the Company's principal offices (presently
located at One Blue Hill Plaza,  P.O. Box 1548, Pearl River, New York 10965) the
registered  holder of a Warrant  ("Holder"  or  "Holders")  shall be entitled to
receive a certificate or certificates for the shares so purchased.  The purchase
rights  represented by this Warrant are  exercisable at the option of the Holder
hereof, in whole only (but not as to fractional shares of the Common Stock).


         2. Issuance of  Certificates.  Upon the exercise of the  Warrants,  the
issuance of  certificates  for the Shares  shall be made  forthwith  (and in any
event within five (5) business  days  thereafter)  without  charge to the Holder
thereof including,  without limitation,  any tax which may be payable in respect
of the issuance thereof,  and such certificates shall (subject to the provisions
of  Article  3 hereof)  be  issued  in the name of,  or in such  names as may be
directed by, the Holder thereof;  provided,  however, that the Company shall not
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issuance and delivery of any such  certificates  in a name other
than  that of the  Holder  and the  Company  shall not be  required  to issue or
deliver such certificates  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.


                                       2



         The certificates representing the Shares shall be executed on behalf of
the Company by the manual or facsimile  signature of those officers  required to
sign such certificates under applicable law.

         This Warrant  and,  upon  exercise of the  Warrants,  the  certificates
representing  the  Shares  shall  bear a  legend  substantially  similar  to the
following:


         "The  securities   represented  by  this   certificate  have  not  been
         registered  under the Securities Act of 1933, as amended  ("Act"),  and
         may  not be  offered  or  sold  except  (i)  pursuant  to an  effective
         registration  statement  under the Act, (ii) to the extent  applicable,
         pursuant to Rule 144 under the Act (or any similar  rule under such Act
         relating to the disposition of securities),  or (iii) upon the delivery
         by the  holder to the  Company of an  opinion  of  counsel,  reasonably
         satisfactory  to counsel to the issuer,  stating that an exemption from
         registration under such Act is available."



         3. Restriction on Transfer of Warrants.  The Holder of this Warrant, by
its acceptance thereof, covenants and agrees that the Warrants and the shares of
Common Stock  issuable  upon  exercise of the Warrants are being  acquired as an
investment and not with a view to the distribution thereof.

         4. Price.


              4.1.  Initial and Adjusted  Purchase Price.  The initial  purchase
price of each Warrant shall be $.08 per Share. The adjusted purchase price shall
be the price which shall  result from time to time from any and all  adjustments
of the initial  purchase  price in accordance  with the  provisions of Article 5
hereof.

         4.2.  Purchase Price.  The term "Purchase  Price" herein shall mean the
initial  purchase  price or the  adjusted  purchase  price,  depending  upon the
context.


                                       3





         5. Adjustments of Purchase Price and Number of Shares.

              5.1. Dividends and Distributions. In case the Company shall at any
time pay a  dividend  in shares  of Common  Stock,  then upon such  dividend  or
distribution, the Purchase Price in effect immediately prior to such event shall
be reduced to a price determined by dividing an amount equal to the total number
of shares of Common  Stock  outstanding  immediately  prior to such  dividend or
distribution  multiplied by the Purchase  Price in effect  immediately  prior to
such  dividend or  distribution  by the total  number of shares of Common  Stock
outstanding immediately after such issuance or sale.


              5.2. Subdivision and Combination. In case the Company shall at any
time subdivide or combine the outstanding  shares of Common Stock,  the Purchase
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

              5.3.  Adjustment in Number of Shares.  Upon each adjustment of the
Purchase  Price  pursuant  to the  provisions  of this  Article 5, the number of
Shares  issuable  upon the  exercise  of each  Warrant  shall be adjusted to the
nearest full Share by multiplying a number equal to the Purchase Price in effect
immediately  prior to such  adjustment  by the  number of Shares  issuable  upon
exercise of the Warrants  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Purchase Price.

              5.4. Reclassification,  Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than

                                       4



a change in par value to no par value,  or from no par value to par value, or as
a result of a subdivision or combination),  or in the case of any  consolidation
of the Company with, or merger of the Company into,  another  corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and which does not result in any  reclassification  or change of the outstanding
shares  of  Common  Stock,  except a  change  as a result  of a  subdivision  or
combination of such shares or a change in par value,  as  aforesaid),  or in the
case of a sale or  conveyance  to another  corporation  of the  property  of the
Company as an entirety,  the Holder shall  thereafter have the right to purchase
the kind and  number  of  shares of stock  and  other  securities  and  property
receivable upon such reclassification,  change,  consolidation,  merger, sale or
conveyance  as if the  Holder  were the  owner of the  shares  of  Common  Stock
underlying the Warrants immediately prior to any such events at a price equal to
the product of (x) the number of shares  issuable  upon exercise of the Warrants
and (y) the Purchase  Price in effect  immediately  prior to the record date for
such reclassification,  change, consolidation,  merger, sale or conveyance as if
such Holder had exercised the Warrants.

              6.  Exchange  and   Replacement  of  Warrants.   Each  Warrant  is
exchangeable without expense, upon the surrender hereof by the registered Holder
at the  principal  executive  office of the  Company,  for a new Warrant of like
tenor and date  representing  in the  aggregate  the right to purchase  the same
number of Shares in such  denominations  as shall be  designated  by the  Holder
thereof at the time of such surrender.


                                       7



         Upon receipt by the Company of evidence  reasonably  satisfactory to it
of the loss,  theft,  destruction or mutilation of any Warrant,  and, in case of
loss, theft or destruction,  of indemnity or security reasonably satisfactory to
it, and  reimbursement  to the  Company of all  reasonable  expenses  incidental
thereto, and upon surrender and cancellation of the Warrants, if mutilated,  the
Company will make and deliver a new Warrant of like tenor, in lieu thereof.

         7.  Elimination  of  Fractional  Interests.  The  Company  shall not be
required to issue certificates  representing fractions of shares of Common Stock
and  shall  not be  required  to issue  scrip or pay cash in lieu of  fractional
interests,  it being the intent of the  parties  that all  fractional  interests
shall be  eliminated  by rounding any fraction up to the nearest whole number of
shares of Common Stock.

         8. Reservation of Shares.  The Company has reserved a sufficient number
of shares of Common  Stock for  issuance  upon  exercise  of the  Warrants.  The
Company  covenants and agrees that, upon exercise of the Warrants and payment of
the  Purchase  Price  therefor,  all shares of Common Stock  issuable  upon such
exercise shall be duly and validly  issued,  fully paid,  nonassessable  and not
subject to the preemptive rights of any shareholder.

         9. Notices to Warrant  Holders.  Nothing  contained  in this  Agreement
shall be construed as conferring upon the Holder or Holders the right to vote or
to consent or to receive  notice as a shareholder  in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights  whatsoever as a shareholder  of the Company.  If,  however,  at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:


                                       6



                                     (a) the Company  shall take a record of the
                  holders  of its  shares of Common  Stock  for the  purpose  of
                  entitling them to receive a dividend or  distribution  payable
                  otherwise  than in cash,  or a cash  dividend or  distribution
                  payable otherwise than out of current or retained earnings, as
                  indicated  by the  accounting  treatment  of such  dividend or
                  distribution on the books of the Company; or

                                     (b)  the  Company  shall  offer  to all the
                  holders of its Common Stock any  additional  shares of capital
                  stock  of  the  Company  or  securities  convertible  into  or
                  exchangeable  for shares of capital  stock of the Company,  or
                  any option, right or warrant to subscribe therefor; or

                                     (c) a  dissolution,  liquidation or winding
                  up  of  the  Company   (other  than  in   connection   with  a
                  consolidation or merger) or a sale of all or substantially all
                  of its property,  assets and business as an entirety  shall be
                  proposed;

then, in any one or more of said events,  the Company shall give written  notice
of such  event at least  fifteen  (15) days  prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
shareholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such  proposed  dissolution,  liquidation,  winding up or sale.  Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be.  Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection  with the  declaration  or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable  securities or subscription rights,  options or warrants, or any
proposed dissolution, liquidation, winding up or sale.


                                       7



         10. Notices. All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

                                     (a)  If  to  a  registered  Holder  of  the
                  Warrants,  to the address of such Holder as shown on the books
                  of the Company; or

                                     (b) If to the  Company,  to the address set
                  forth in Section 1 of this  Agreement or to such other address
                  as the Company may designate by notice to the Holders.

         11.  Successors.  All the covenants and provisions of this Agreement by
or for the benefit of the Company and the Holders  inure to the benefit of their
respective successors and assigns hereunder.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the day and year first above written.


[SEAL]                          Frontline Communications Corporation


                                By: /s/ 
                                    ---------------------------------------
                                    Name: Stephen J. Cole-Hatchard
                                    Title: CEO


Attest:

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


                                       8





                                    EXHIBIT A

To:    Frontline Communications Corp.
       One Blue Hill Plaza
       POB 1548
       Pearl River, New York 10965



ELECTION TO EXERCISE


       The  undersigned   hereby   exercises  his  or  its  rights  to  purchase
________________  Shares  covered  by the within  Warrant  and  tenders  payment
herewith in the amount of $_______________ in accordance with the terms thereof,
certifies that he owns this Warrant free and clear of any and all claims,  liens
and/or encumbrances and requests that certificates for such securities be issued
in the name of, and delivered to:


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

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

                           ------------------------------------------
                           Print  Name,  Address,  and  Social  Security  or Tax
                           Identification Number of Person Receiving Shares


Dated:_________________, 200__


Your Name: _____________________________
                  (Print)

Address:     ______________________________


Signature:  ______________________________


                                       9





                                    EXHIBIT B


                        Investment Representation Letter


                                                         ________________, 200__

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


Gentlemen:

                  In  connection   with  the  issuance  to  the  undersigned  of
____________  shares (the  "Shares")  of common  stock (the  "Common  Stock") of
Frontline  Communications  Corp.  (the  "Company") upon exercise of that certain
warrant  issued by the  Company  in favor of the  undersigned,  the  undersigned
hereby represents, warrants to, and covenants with the Company as follows:

                  The undersigned  understands that (A) the Shares have not been
registered  under the  Securities  Act of 1933,  as amended (the "Act"),  or the
securities  laws of any  state,  based  upon  applicable  exemptions  from  such
registration  requirements;  (B) the Shares are "restricted securities," as said
term is defined in Rule 144 of the Rules and Regulations  promulgated  under the
Act;  (C) the Shares may not be sold or otherwise  transferred  unless they have
been first registered under the Act and all applicable state securities laws, or
unless exemptions from such  registration  provisions are available with respect
to said resale or transfer;  (D) a legend to the foregoing effect will be placed
on the  certificate  or  certificates  representing  the  Shares;  and (E)  stop
transfer  instructions  with  respect to the  foregoing  will be placed with the
transfer agent for the Common Stock with respect to the Shares;

         The  undersigned  is acquiring the Shares solely for the account of the
undersigned  for  investment  purposes only, and not with a current view towards
the distribution thereof;

                  (iii) The  undersigned  agrees that the  undersigned  will not
sell,  transfer,  hypothecate  or  otherwise  dispose of the  Shares  other than
pursuant  to an  effective  registration  statement  under the Act unless  prior
thereto the Company receives either an opinion, in form and substance reasonably
acceptable  to  the  Company,  of the  Company's  counsel  or  counsel  for  the
undersigned  reasonably acceptable to the Company, that the proposed transaction
may be effected without compliance with the registration provisions of the Act;


                                       10



                  (iv) The undersigned (or the representative of the undersigned
if the  undersigned  is an  entity)  has  had a  reasonable  opportunity  to ask
questions of and receive answers from the Company, or a person or persons acting
on behalf of the Company,  concerning  the Company and its financial  condition,
and all such questions,  if any, have been answered to the full  satisfaction of
the undersigned (or such representative);

                  (v) The undersigned (or the  representative of the undersigned
if the  undersigned  is an entity) has the financial and business  expertise and
experience  required to make an informed investment decision with respect to the
Company and the Shares;

                  (vi) The  undersigned  hereby  agrees to indemnify the Company
and hold it harmless from and against any and all losses, damages,  liabilities,
costs and expenses  which it may sustain or incur in connection  with the breach
by the  undersigned  of any  representation,  warranty or  covenant  made by the
undersigned herein; and

                  (vii) In rendering  any opinion to the transfer  agent for the
Common Stock with respect to the issuance of the Shares, counsel for the Company
may rely on the  representations of the undersigned  contained herein as if they
were made directly to them.


                                     ----------------------------------
                                     Name of Investor [please print]


                                     ----------------------------------
                                     Signature of Investor


                                     ----------------------------------
                                     Title(if signed on behalf of an entity)


                                     ----------------------------------
                                     Address of Investor



                                       11



                                    EXHIBIT C


                               FORM OF ASSIGNMENT

(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)


         FOR VALUE RECEIVED,  ___________________________ hereby sells, assigns,
and  transfers   unto   _____________________________   a  Warrant  to  purchase
_____________  shares of Common  Stock,  $.01 par value per share,  of Frontline
Communications  Corp.  (the  "Company"),  together  with all right,  title,  and
interest   therein,   and  does  hereby   irrevocably   constitute  and  appoint
______________________  attorney  to transfer  such  Warrant on the books of the
Company, with full power of substitution.


Dated: ________________, 200__


Signature _________________________________


Signature Guaranteed:



NOTICE


         The signature on the foregoing  Assignment  must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.


                                       12






EXHIBIT 10.31



                      FRONTLINE COMMUNICATIONS CORPORATION

                  SUBSCRIPTION AGREEMENT made as of this 25th day of November,
2003 between Frontline Communications Corporation, a corporation organized under
the laws of the State of Delaware with offices at One Blue Hill Plaza, P.O. Box
1548, Pearl River, New York 10965 (the "COMPANY"), and Scarborough Ltd. (the
"SUBSCRIBER").

                  WHEREAS, the Company desires to issue in a private placement
(the "PLACEMENT"): (i) 1,666,666 shares of the Company's common stock, $.01 par
value ("COMMON STOCK"), (ii) one (1) three-year warrant (the "A WARRANT") to
purchase 750,000 shares of the Company's Common Stock at an exercise price equal
to $.01 per share, and (iii) one (1) fo31rty-five (45) day warrant (subject to
extension as provided therein) (the "B WARRANT") to purchase 1,666,666 shares of
the Company's Common Stock at an exercise price equal to $.30 per share plus,
upon exercise of the B Warrant, one (1) three-year warrant (the "B2 WARRANT") to
purchase 1,250,000 shares of the Company's Common Stock at an exercise price
equal to $.01 per share, in the form attached as EXHIBIT A (collectively, the A,
B and B2 Warrants, the "WARRANTS");

                  WHEREAS, Beaufort International Associates Limited (the
"PLACEMENT AGENT") is acting as placement agent in connection with
 the
Placement;

                  NOW, THEREFORE, for and in consideration of the promises and
the mutual covenants hereinafter set forth, the parties hereto do hereby agree
as follows:

                  I. SUBSCRIPTION FOR COMMON AND WARRANTS AND REPRESENTATIONS BY
AND COVENANTS OF SUBSCRIBER

                  1.1 Subject to the terms and conditions hereinafter set forth,
the Subscriber hereby subscribes for and agrees to purchase from the Company
1,666,666 shares of Common Stock, one (1) A Warrant and one (1) B Warrant, at a
price equal to $500,000, and the Company agrees to sell such Common Stock, A
Warrant and B Warrant to the Subscriber for said purchase price. The purchase
price is payable by certified or bank check made payable to "Loeb & Loeb, LLP,
as Escrow Agent" or by wire transfer of funds, contemporaneously with the
execution and delivery of this Subscription Agreement. The Placement shall be
consummated after the release of all funds and securities due hereunder held in
escrow by Loeb & Loeb, LLP, as escrow agent (the "ESCROW AGENT") pursuant to the
terms of paragraph 3.2 herein.

                  1.2 The Subscriber recognizes that the purchase of Common
Stock, Warrants, the shares of common stock issuable upon the exercise of the A
and B Warrants (the "WARRANT SHARES"), and the shares of common stock issuable
upon the exercise of the B2 Warrants (the "B2 WARRANT SHARES") (collectively,
the "SECURITIES") involves a high degree of risk in that (i) an investment in
the Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the
Securities; (ii) an investment in the Securities is illiquid; and (iii)
transferability of the securities comprising the Securities is extremely




limited, as well as other risk factors as more fully set forth in the in the
Company's filings with the United States Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934 (the "EXCHANGE ACT") or the
Securities Act of 1933, as amended (the "SECURITIES ACT").

                  1.3 The Subscriber represents and warrants that it is an
"accredited investor" as such term in defined in Rule 501 of Regulation D
promulgated under the Securities Act, and that he is able to bear the economic
risk of an investment in the Securities.

                  1.4 The Subscriber acknowledges that it has prior investment
experience, including investment in non-registered securities with a limited
trading market and that he recognizes the highly speculative nature of this
investment.

                  1.5 The Subscriber hereby represents that it has been
furnished by the Company during the course of this transaction with all
information regarding the Company that he has requested or desires to know and
that he has been afforded the opportunity to ask questions of and receive
answers from duly authorized officers or other representatives of the Company
concerning the terms and conditions of the Placement. The Subscriber represents
that he was not induced to invest by any form of general solicitation or general
advertising including, but not limited to, the following: (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar media or broadcast over the news or radio; and (ii) any seminar or
meeting whose attendees were invited by any general solicitation or advertising.

                  1.6 The Subscriber acknowledges that this offering of
Securities may involve tax consequences and that neither the Company nor the
Placement Agent has provided it with tax advice or information. The Subscriber
acknowledges that it must retain its own professional advisors to evaluate the
tax and other consequences of an investment in Securities.

                  1.7 The Subscriber acknowledges that the Placement has not
been reviewed by the SEC because of the Company's representations that this is
intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the
Securities Act. The Subscriber represents that the Securities are being
purchased for its own account, for investment and not for distribution or resale
to others. The Subscriber agrees that it will not sell or otherwise transfer
such Securities unless they are registered under the Securities Act or unless an
exemption from such registration is available.

                  1.8 The Subscriber consents to the placement of a legend on
any certificate or other document evidencing the Securities stating that they
have not been registered under the Securities Act and setting forth or referring
to the restrictions on transferability and sale thereof, and to the issuance of
stop transfer instructions with respect thereto.

                  1.9 The undersigned Subscriber further represents and warrants
that: (i) it is authorized and otherwise duly qualified to purchase and hold the
Securities; and (ii) that this Subscription Agreement has been duly and validly
authorized, executed and delivered constitutes the legal, binding and
enforceable obligation of the undersigned.

                  1.10 The Subscriber hereby represents that the address of
Subscriber furnished by it at the end of this Subscription Agreement is the
undersigned's principal business address.

                                       2



                  1.11 The Subscriber hereby represents that no representations
or warranties have been made to the Subscriber by the Company or any agent,
employee or affiliate of the Company, including the Placement Agent, and in
entering into this transaction, the Subscriber is not relying on any
information, other than the results of independent investigation by the
Subscriber.

                  1.12 The Subscriber acknowledges that at such time, if ever,
as the Securities, are registered, sales of such securities will be subject to
state securities laws, including those of states which may require any
securities sold therein to be sold through a registered broker-dealer or in
reliance upon an exemption from registration.

                  1.13 The Subscriber acknowledges that the Company will cause
$125,000 out of the proceeds of the Placement to be used for principal, interest
and other fee payments due under the Term Loan and Security Agreement dated
April 3, 2003 among the Company, Proyecciones Y Ventas Organizadas, S.A. de
C.V., and IIG Equity Opportunities Fund Ltd. (the "LOAN AGREEMENT").

                  II. REPRESENTATIONS BY THE COMPANY

                  2.1 The Company represents and warrants to the Subscriber that
at the date hereof and at the Closing (as hereinafter defined):

                  (a) The Company is a corporation duly organized, existing and
in good standing under the laws of the State of Delaware and has the corporate
power to conduct the business which it conducts and proposes to conduct.

                  (b) The execution, delivery and performance of this
Subscription Agreement by the Company will have been duly approved by the board
of directors of the Company and all other actions required to authorize and
effect the offer and sale of the Securities will have been duly taken and
approved.

                  (c) The Securities have been duly and validly authorized and
when issued and paid for in accordance with the terms hereof, will be the
binding obligations of the Company.

                  (d) The Company will at all times have authorized and reserved
a sufficient number of Warrant Shares and B2 Warrant Shares to provide for
exercise of the Warrants.

                  (e) The issuance of the Warrant Shares and B2 Warrant Shares
upon the exercise of the A, B and B2 Warrants in accordance with the terms of
the Warrant Agreement shall be, against payment therefor (if any), validly
issued, fully paid and nonassessable.

                  (f) The Company has obtained, or is in the process of
obtaining, all licenses, permits and other governmental authorizations necessary
to the conduct of its business, except where the failure to obtain any of the
same would not be reasonably likely to have a material adverse effect on the
Company; such licenses, permits and other governmental authorizations obtained
are in full force and effect; and the Company is in all material respects
complying therewith.


                                       3



                  (g) The Company knows of no pending or threatened legal or
governmental proceedings to which the Company is a party which would be
reasonably likely to materially adversely affect the business, property,
financial condition or operations of the Company.

                  (h) The Company is not in violation of or default under, nor
will the execution and delivery of this Subscription Agreement, the issuance of
the Securities, and the incurrence of the obligations herein and therein set
forth and the consummation of the transactions herein or therein contemplated,
result in a violation of, or constitute a default under, the Company's articles
of incorporation or by-laws, any material obligations, agreement, covenant or
condition contained in any bond, debenture, note or other evidence of
indebtedness or in any material contract, indenture, mortgage, loan agreement,
lease, joint venture or other agreement or instrument to which the Company is a
party or by which it or any of its properties may be bound or any material
order, rule, regulation, writ, injunction, or decree of any government,
governmental instrumentality or court, domestic or foreign.

                  (i) The Company will cause $125,000 out of the proceeds of the
Placement to be used for principal, interest and other fee payments due under
the Loan Agreement.

                  (j) There are no obligations of the Company to officers,
directors, stockholders or employees of the Company other than (a) for payment
of salary for services rendered, (b) reimbursement for reasonable expenses
incurred on behalf of the Company, (c) for other standard employee benefits made
generally available to all employees (including stock option agreements
outstanding under any stock option plan approved by the Board of Directors of
the Company) and (d) obligations listed in the Company's financial statements or
disclosed in any of its Exchange Act Filings. None of the officers, directors
or, to the best of the Company's knowledge, key employees or stockholders of the
Company or any members of their immediate families, are indebted to the Company,
individually or in the aggregate, in excess of $50,000 or have any direct or
indirect ownership interest in any firm or corporation with which the Company is
affiliated or with which the Company has a business relationship, or any firm or
corporation which competes with the Company, other than passive investments in
publicly traded companies (representing less than 1% of such company) which may
compete with the Company. No officer, director or stockholder, or any member of
their immediate families, is, directly or indirectly, interested in any material
contract with the Company and no agreements, understandings or proposed
transactions are contemplated between the Company and any such person. The
Company is not a guarantor or indemnitor of any indebtedness of any other
person, firm or corporation.

                  (k) Except as set forth in Schedule 2.1(k), since December 31,
2002, there has not been:

                           (i) Any change in the assets, liabilities, financial
                  condition, prospects or operations of the Company, other than
                  changes in the ordinary course of business, none of which
                  individually or in the aggregate has had or is reasonably
                  expected to have a material adverse effect on such assets,
                  liabilities, financial condition, prospects or operations of
                  the Company;

                           (ii) Any resignation or termination of any officer,
                  key employee or group of employees of the Company;


                                       4



                           (iii) Any material change, except in the ordinary
                  course of business, in the contingent obligations of the
                  Company by way of guaranty, endorsement, indemnity, warranty
                  or otherwise;

                           (iv) Any damage, destruction or loss, whether or not
                  covered by insurance, materially and adversely affecting the
                  properties, business or prospects or financial condition of
                  the Company;

                           (v) Any waiver by the Company of a valuable right or
                  of a material debt owed to it;

                           (vi) Any direct or indirect material loans made by
                  the Company to any stockholder, employee, officer or director
                  of the Company, other than advances made in the ordinary
                  course of business;

                           (vii) Any material change in any compensation
                  arrangement or agreement with any employee, officer, director
                  or stockholder;

                           (viii) Any declaration or payment of any dividend or
                  other distribution of the assets of the Company;

                           (ix) Any labor organization activity related to the
                  Company;

                           (x) Any debt, obligation or liability incurred,
                  assumed or guaranteed by the Company, except those for
                  immaterial amounts and for current liabilities incurred in the
                  ordinary course of business;

                           (xi) Any sale, assignment or transfer of any patents,
                  trademarks, copyrights, trade secrets or other intangible
                  assets;

                           (xii) Any change in any material agreement to which
                  the Company is a party or by which it is bound which may
                  materially and adversely affect the business, assets,
                  liabilities, financial condition, operations or prospects of
                  the Company;

                           (xiii) Any other event or condition of any character
                  that, either individually or cumulatively, has or may
                  materially and adversely affect the business, assets,
                  liabilities, financial condition, prospects or operations of
                  the Company; or

                           (xiv) Any arrangement or commitment by the Company to
                  do any of the acts described in subsection (i) through (xiii)
                  above.

                  (l) Assuming the accuracy of the representations and
warranties of the Subscriber contained in this Subscription Agreement, the
offer, sale and issuance of the Securities will be exempt from the registration
requirements of the 1933 Act, and will have been registered or qualified (or are
exempt from registration and qualification) under the registration, permit or
qualification requirements of all applicable state securities laws. Neither the
Company nor any of its affiliates, nor any person acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with the offer or sale of the
Securities.

                                       5



                  (m) The Common Stock of the Company is registered pursuant to
Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed all
proxy statements, reports, schedules, forms, statements and other documents
required to be filed by it under the Exchange Act. The Company has furnished the
Subscriber with copies of (i) its Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2002, (ii) its Quarterly Reports on Form 10-QSB for the
fiscal quarter ended March 31, 2003, June 30, 2003, and September 30, 2003 and
(iii) its Proxy Statement filed with the SEC on November 13, 2003 (collectively,
the "SEC REPORTS"). The Company is eligible to file a registration statement on
Form S-3 with the SEC. Each SEC Report was, at the time of its filing, in
substantial compliance with the requirements of its respective form and none of
the SEC Reports, nor the financial statements (and the notes thereto) included
in the SEC Reports, as of their respective filing dates, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC or other applicable rules and regulations with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") applied on a consistent basis
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be
condensed) and fairly present in all material respects the financial position of
the Company and its subsidiaries as of the dates thereof and the results of
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

                  (n) The Company's Common Stock is listed for trading on the
American Stock Exchange and satisfies all requirements for the continuation of
such listing. The Company has not received any notice that its Common Stock will
be delisted from the American Stock Exchange or that the Common Stock and the
Company do not meet all requirements for the continuation of such listing.

                  (o) In the event that shareholder approval is required to
consummate the transaction contemplated by this Agreement under the rules of the
American Stock Exchange, Nasdaq Stock Market or other applicable exchange, due
to issuance of 20% or more of its outstanding common stock, the Company shall
use its best efforts to obtain shareholder approval of such transaction on or
before January 20, 2004 (the "APPROVAL"). The Company shall have received
proxies from each of the executive officers and directors of the Company
agreeing to vote in favor of the Approval.

                  (p) Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf, has directly or indirectly made any offers
or sales of any security or solicited any offers to buy any security under
circumstances that would cause the offering of the Securities pursuant to this
Agreement to be integrated with prior offerings by the Company for purposes of
the 1933 Act which would prevent the Company from selling the Securities
pursuant to Rule 506 under the 1933 Act, or any applicable exchange-related
stockholder approval provisions, nor will the Company or any of its affiliates

                                       6



or subsidiaries take any action or steps that would cause the offering of the
Securities to be integrated with other offerings.

                  III. TERMS OF SUBSCRIPTION

                  3.1 As compensation for the Placement Agent's services in
connection with the Placement, the Company shall (A) pay to the Placement Agent
a placement fee equal to 7% of $500,000, the purchase price of the Common Stock
and Warrants sold in the Placement (of which $25,000 shall be paid upon the
purchase of the Common Stock and Warrants and balance to be paid upon exercise
of any portion of the B Warrants), plus the exercise price paid on the B
Warrants to be paid in full on such exercise, (B) reimburse the accountable
expenses of the Placement Agent, and (C) reimburse the Subscriber for its legal
fees in an amount not to exceed $15,000. The Company shall also pay all expenses
in connection with the qualification of the Securities under the securities or
blue sky laws of the states which the Placement Agent shall designate, including
legal fees and filing fees.

                  3.2 Upon the signing of this Agreement by the Subscriber, all
funds due hereunder shall be deposited in escrow with the Escrow Agent until
such time as the Escrow Agent receives instructions to release such funds in
accordance with the terms of the escrow agreement between the Company and the
Escrow Agent (the "ESCROW AGREEMENT"). Upon the acceptance of this Agreement by
the Company, all Common Stock and Warrants due hereunder shall be deposited in
escrow with the Escrow Agent until such time as the Escrow Agent receives
instructions to release such Common Stock and Warrants in accordance with the
Escrow Agreement (the "CLOSING"). If the Company does not accept the
subscription within seven (7) days, then this subscription shall be void and all
funds paid hereunder by the Subscriber, without interest, shall be promptly
returned to the Subscriber, subject to paragraph 3.5 hereof, and all such Common
Stock and Warrants deposited hereunder by the Company shall be promptly returned
to the Company.

                  3.3 The Subscriber hereby authorizes and directs the Escrow
Agent to deliver certificates representing the Common Stock and Warrants to be
issued to such Subscriber pursuant to this Subscription Agreement to the
business address furnished by it at the end of this Subscription Agreement.

                  3.4 The Subscriber hereby authorizes and directs the Escrow
Agent to return any funds for unaccepted subscriptions to the same account from
which the funds were drawn.

                  3.5 If the Subscriber is not a United States person, such
Subscriber hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Common Stock and Warrants or any use of this Subscription
Agreement, including (i) the legal requirements within its jurisdiction for the
purchase of the Common Stock and Warrants, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale or transfer of the securities comprising the Common Stock and Warrants.
Such Subscriber's subscription and payment for, and his or her continued
beneficial ownership of the Common Stock and Warrants, will not violate any
applicable securities or other laws of the Subscriber's jurisdiction.


                                       7



                  IV. REGISTRATION RIGHTS

                  4.1 AUTOMATIC REGISTRATION . The Company hereby agrees with
the holders of the Common Stock and Warrants or their transferees (collectively,
the "SECURITIES HOLDERS") that no later than ten (10) calendar days following
the date of the Closing, the Company shall prepare and file a registration
statement under the Securities Act with the SEC covering the Common Stock and
Warrant Shares (the "REGISTRABLE SECURITIES"), and the Company will use its best
efforts to cause such registration to become effective as promptly as
practicable and within ninety (90) days thereafter. If (i) a registration
statement covering applicable Registrable Securities is not filed on or before
ten (10) calendar days following the date of the Closing, or (ii) a registration
statement covering applicable Registrable Securities is not declared effective
by the SEC on or before the date ninety (90) days thereafter (any such failure
or breach being referred to as an "EVENT," and the date on which such Event
occurs being referred to as an "EVENT DATE"), then, in any such case, as partial
relief for the damages suffered therefrom by the Securities Holders (which
remedy shall not be exclusive of any other remedies available at law or in
equity), the Company shall, on the Event Date and on the first day of each month
following the Event Date until the triggering Event is cured, pay to each
Securities Holder an aggregate amount, in cash, as liquidated damages and not as
a penalty, equal to an amount equal to two percent (2%) (the "APPLICABLE
PERCENTAGE") of $1,959,999, which is the aggregate fair market value of the
Registrable Securities on the date hereof (the "SHARE MARKET VALUE") (calculated
as $39,200) (the "LIQUIDATED DAMAGES"). The Liquidated Damages shall be payable
for each month, or prorated for each portion thereof, that an Event has occurred
and is continuing. In addition, for each month, or portion thereof, after the
first month that Liquidated Damages are required to be paid hereunder, the
Applicable Percentage shall be increased by one percentage point (for example,
Liquidated Damages shall equal 2% of the Share Market Value for the first month
following an Event Date, 3% of the Share Market Value for the next month, and so
on until the Event has been cured). The payments to which a Securities Holder
shall be entitled pursuant to this Section are referred to herein as
"REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be calculated
on a cumulative basis. If the Company fails to make Registration Delay Payments
in a timely manner, such Registration Delay Payments shall bear interest at the
rate of 2.0% per month (or the maximum rate permitted by law), pro-rated for
partial months, until paid in full.

                  The obligation of the Company under this Section 4.1 shall be
limited to one registration statement and shall not apply to any Registrable
Securities that at such time are eligible for immediate resale pursuant to Rule
144(k) under the Securities Act.

                  4.2 AUTOMATIC B2 REGISTRATION . The Company hereby agrees with
the holders of the B2 Warrants or their transferees (collectively, the "B2
SECURITIES HOLDERS") that no later than thirty (30) calendar days following the
issuance of the B Warrants, the Company shall prepare and file a registration
statement under the Securities Act with the SEC covering the B2 Warrant Shares
(the "B2 REGISTRABLE SECURITIES"), and the Company will use its best efforts to
cause such registration to become effective as promptly as practicable and
within ninety (90) days thereafter. If (i) a registration statement covering
applicable B2 Registrable Securities is not filed on or before thirty (30)
calendar days following the issuance of the B Warrants, or (ii) a registration
statement covering applicable B2 Registrable Securities is not declared
effective by the SEC on or before the date ninety (90) days thereafter (any such
failure or breach being referred to as a "B2 EVENT," and the date on which such
B2 Event occurs being referred to as a "B2 EVENT Date"), then, in any such case,
as partial relief for the damages suffered therefrom by the B2 Securities
Holders (which remedy shall not be exclusive of any other remedies available at

                                       8



law or in equity), the Company shall, on the B2 Event Date and on the first day
of each month following the B2 Event Date until the triggering B2 Event is
cured, pay to each B2 Securities Holder an aggregate amount, in cash, as
liquidated damages and not as a penalty, equal to an amount equal to two percent
(2%) (the "B2 APPLICABLE PERCENTAGE") of $600,000, which is the aggregate fair
market value of the B2 Registrable Securities on the date hereof (the "B2 SHARE
MARKET VALUE") (calculated as $12,000) (the "B2 LIQUIDATED DAMAGES"). The B2
Liquidated Damages shall be payable for each month, or prorated for each portion
thereof, that a B2 Event has occurred and is continuing. In addition, for each
month, or portion thereof, after the first month that B2 Liquidated Damages are
required to be paid hereunder, the B2 Applicable Percentage shall be increased
by one percentage point (for example, B2 Liquidated Damages shall equal 2% of
the B2 Share Market Value for the first month following a B2 Event Date, 3% of
the B2 Share Market Value for the next month, and so on until the B2 Event has
been cured). The payments to which a B2 Securities Holder shall be entitled
pursuant to this Section are referred to herein as "B2 REGISTRATION DELAY
PAYMENTS." B2 Registration Delay Payments shall be calculated on a cumulative
basis. If the Company fails to make B2 Registration Delay Payments in a timely
manner, such B2 Registration Delay Payments shall bear interest at the rate of
2.0% per month (or the maximum rate permitted by law), pro-rated for partial
months, until paid in full.

                  The obligation of the Company under this Section 4.2 shall be
limited to one registration statement and shall not apply to any B2 Registrable
Securities that at such time are eligible for immediate resale pursuant to Rule
144(k) under the Securities Act.

                  4.3 "PIGGYBACK" REGISTRATION RIGHTS. At any time commencing
six months after the Closing, if the Company shall determine to proceed with the
actual preparation and filing of a registration statement under the Securities
Act in connection with the proposed offer and sale of any of its securities by
it or any of its security holders (other than a registration statement on Form
S-4, S-8 or other limited purpose form), the Company will give written notice of
its determination to all Securities Holders and B2 Securities Holders of record.
Upon the written request from any such holders (the "REQUESTING HOLDERS"),
within 15 days after receipt of any such notice from the Company, the Company
will, except as herein provided, cause all such Registrable Securities and B2
Registrable Securities to be included in such registration statement, all to the
extent requisite to permit the sale or other disposition by the prospective
seller or sellers of the Registrable Securities and B2 Registrable Securities to
be so registered; provided, further, that nothing herein shall prevent the
Company from, at any time, abandoning or delaying any registration. If any
registration pursuant to this Section 4.3 shall be underwritten in whole or in
part, the Company may require that the Registrable Securities and B2 Registrable
Securities requested for inclusion pursuant to this Section 4.3 be included in
the underwriting on the same terms and conditions as the securities otherwise
being sold through the underwriters. In such event, the Requesting Holders
shall, if requested by the underwriters, execute an underwriting agreement
containing customary representations and warranties by selling stockholders and
a lock-up on shares not being sold. If in the good faith judgment of the
managing underwriter of such public offering the inclusion of all of the
Registrable Securities and B2 Registrable Securities originally covered by a
request for registration (the "REQUESTED STOCK") would reduce the number of
shares to be offered by the Company or interfere with the successful marketing
of the shares of stock or other securities offered by the Company, the number of
shares of Requested Stock otherwise to be included in the underwritten public
offering may be reduced pro rata (by number of shares) among the holders thereof

                                       9



requesting such registration or excluded in their entirety if so required by the
underwriter. To the extent only a portion of the Requested Stock is included in
the underwritten public offering, those shares of Requested Stock which are thus
excluded from the underwritten public offering shall be withheld from the market
by the holders thereof for a period, not to exceed 90 days, which the managing
underwriter reasonably determines is necessary in order to effect the
underwritten public offering.

                  The obligation of the Company under this Section 4.3 shall not
apply to Registrable Securities and B2 Registrable Securities that at such time
are eligible for immediate resale pursuant to Rule 144(k) under the Securities
Act.

                  4.4 FORM S-3 REGISTRATION. In case the Company shall be
obligated to effect a registration pursuant to the terms hereunder, the Company
shall use its best efforts to effect such registration on Form S-3, or any
successor SEC short-form registration statement with respect to the Registrable
Securities and B2 Registrable Securities, if Form S-3 is available for such
offering by the Securities Holders or B2 Securities Holders under applicable
federal securities laws.

                  4.5 REGISTRATION PROCEDURES. To the extent required by Section
4.1, Section 4.2, Section 4.3, and Section 4.4 the Company will:

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

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

                  (c) furnish to the Securities Holders or B2 Securities Holders
participating in such registration and to the underwriters of the securities
being registered such reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus and such other documents as such
underwriters may reasonably request in order to facilitate the public offering
of such securities;

                  (d) use its best efforts to register or qualify the securities
covered by such registration statement under such state securities or blue sky
laws of such jurisdictions as the Securities Holders and B2 Securities Holders
may reasonably request in writing within 20 days following the original filing
of such registration statement, except that the Company shall not for any
purpose be required to execute a general consent to service of process or to
qualify to do business as a foreign corporation in any jurisdiction wherein it
is not so qualified;

                  (e) notify the Securities Holders or B2 Securities Holders,
promptly after it shall receive notice thereof, of the time when such
registration statement has become effective or a supplement to any prospectus
forming a part of such registration statement has been filed;


                                       10



                  (f) notify the Securities Holders or B2 Holders promptly of
any request by the SEC for the amending or supplementing of such registration
statement or prospectus or for additional information;

                  (g) prepare and file with the SEC, promptly upon the request
of any Securities Holders or B2 Securities Holders, any amendments or
supplements to such registration statement or prospectus which, in the opinion
of counsel for such Securities Holders or B2 Securities Holders (and concurred
in by counsel for the Company), is required under the Securities Act or the
rules and regulations thereunder in connection with the distribution of Common
Stock by such Securities Holders or B2 Securities Holders;

                  (h) prepare and promptly file with the SEC and promptly notify
such Securities Holders or B2 Securities Holders of the filing of such amendment
or supplement to such registration statement or prospectus as may be necessary
to correct any statements or omissions if, at the time when a prospectus
relating to such securities is required to be delivered under the Securities
Act, any event shall have occurred as the result of which any such prospectus or
any other prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading; and

                  (i) advise the Securities Holders or B2 Securities Holders,
promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of such
registration statement or the initiation or threatening of any proceeding for
that purpose and promptly use its best efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such stop order should be issued.

                  The Securities Holders and B2 Securities Holders shall
cooperate with the Company in providing the information necessary to effect the
registration of their Registrable Shares or B2 Registrable Shares, including
completion of customary questionnaires.

4.6      EXPENSES.

                  (a) With respect to the registration required pursuant to
Sections 4.1, 4.2, and 4.3 hereof, all fees, costs and expenses of and
incidental to such registration, inclusion and public offering (as specified in
paragraph (b) below) in connection therewith shall be borne by the Company.

                  (b) The fees, costs and expenses of registration to be borne
by the Company as provided in paragraph (a) above shall include, without
limitation, all registration, filing, and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, and all legal fees and
disbursements and other expenses of complying with state securities or blue sky
laws of any jurisdictions in which the securities to be offered are to be
registered and qualified. The Company shall be responsible for fees and
disbursements of counsel and accountants for the Securities Holders or B2
Securities Holders and any other expenses incurred by the Securities Holders or
B2 Securities Holders not expressly included above up to $5,000.

                  4.7 INDEMNIFICATION.


                                       11



                  (a) The Company will indemnify and hold harmless each
Securities Holder of Registrable Securities or B2 Securities Holder of B2
Registrable Shares which are included in a registration statement pursuant to
the provisions of Section 4.1, Section 4.2, or Section 4.3 hereof, its directors
and officers, and any underwriter (as defined in the Securities Act) for such
Securities Holders or B2 Securities Holder and each person, if any, who controls
such Securities Holders or B2 Securities Holder or such underwriter within the
meaning of the Securities Act, from and against, and will reimburse such
Securities Holders or B2 Securities Holder and each such underwriter and
controlling person with respect to, any and all loss, damage, liability, cost
and expense to which such Securities Holders or B2 Securities Holder or any such
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, however, that
the Company will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expenses arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by or on behalf of such Securities
Holders or B2 Securities Holder, such underwriter or such controlling person in
writing specifically for use in the preparation thereof.

                  (b) Each Securities Holders of Registrable Securities or B2
Securities Holder of B2 Registrable Securities included in a registration
pursuant to the provisions of Section 4.1, Section 4.2, or Section 4.3 hereof
will indemnify and hold harmless the Company, its directors and officers, any
controlling person and any underwriter from and against, and will reimburse the
Company, its directors and officers, any controlling person and any underwriter
with respect to, any and all loss, damage, liability, cost or expense to which
the Company or any controlling person and/or any underwriter may become subject
under the Securities Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
any prospectus contained therein or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was so
made in conformity with written information furnished by or on behalf of such
Securities Holders or B2 Securities Holder specifically for use in the
preparation thereof; provided however, that the total amounts payable in
indemnity by the Securities Holders or B2 Securities Holder under this Section
4.7 shall not exceed the net proceeds received by the Securities Holders or B2
Securities Holder in the registered offering out of which such all loss, damage,
liability, cost and expense arises.

                  (c) Promptly after receipt by an indemnified party pursuant to
the provisions of paragraph (a) or (b) of this Section 4.7 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said paragraph
(a) or (b), promptly notify the indemnifying party of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve it from

                                       12



any liability which it may have to any indemnified party hereunder, except to
the extent that the indemnifying party is actually prejudiced thereby. In case
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party shall
have the right to participate in, and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, provided, however,
if counsel for the indemnifying party concludes that a single counsel cannot
under applicable legal and ethical considerations, represent both the
indemnifying party and the indemnified party, the indemnified party or parties
have the right to select separate counsel to participate in the defense of such
action on behalf of such indemnified party or parties. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party pursuant to the provisions of said paragraph (a) or (b) for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, unless (i) the
indemnified party shall have employed counsel in accordance with the provisions
of the preceding sentence, (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after the notice of the commencement
of the action or (iii) the indemnifying party has, in its sole discretion,
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party.

                  V. MISCELLANEOUS

                  5.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company, at its registered office, One Blue
Hill Plaza, 7th Floor, P.O. Box 1548, Pearl River, New York 10965, Attention:
Stephen J. Cole-Hatchard, Chief Executive Officer, and to the Subscriber at its
address indicated on the last page of this Subscription Agreement. Notices shall
be deemed to have been given on the date of mailing, except notices of change of
address and notices sent from outside the continental United States, which shall
be deemed to have been given when received.

                  5.2 This Subscription Agreement shall not be changed, modified
or amended except by a writing signed by the parties to be charged, and this
Subscription Agreement may not be discharged except by performance in accordance
with its terms or by a writing signed by the party to be charged.

                  5.3 This Subscription Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Subscription Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.

                  5.4 Notwithstanding the place where this Subscription
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be construed in accordance
with and governed by the laws of the State of New York without regard to such
states laws regarding conflicts of laws. The parties hereby agree that any
dispute which may arise between them arising out of or in connection with this
Subscription Agreement shall be adjudicated before a court located in New York
City and they hereby submit to the exclusive jurisdiction of the courts of the
State of New York located in New York, New York and of the federal courts in the
Southern District of New York with respect to any action or legal proceeding
commenced by any party, and irrevocably waive any objection they now or
hereafter may have respecting the venue of any such action or proceeding brought

                                       13



in such a court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Subscription Agreement or any acts or
omissions relating to the sale of the securities hereunder, and consent to the
service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, in care of the address set forth
below or such other address as the undersigned shall furnish in writing to the
other.

                  5.5 This Subscription Agreement may be executed in
counterparts. Upon the execution and delivery of this Subscription Agreement by
the Subscriber, this Subscription Agreement shall become a binding obligation of
the Subscriber with respect to the purchase of Securities as herein provided;
subject, however, to the right hereby reserved to the Company to enter into the
same agreements with other subscribers and to add and/or to delete other persons
as subscribers.

                  5.6 The holding of any provision of this Subscription
Agreement to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Subscription Agreement, which shall
remain in full force and effect.

                  5.7 It is agreed that a waiver by either party of a breach of
any provision of this Subscription Agreement shall not operate, or be construed,
as a waiver of any subsequent breach by that same party.

                  5.8 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.


                                       14








                  IN WITNESS WHEREOF, the parties have executed this
Subscription Agreement as of the day and year first written above.


Scarborough Ltd.

By:
   --------------------------------------------
     Name: Clive Dakin
     Title:

c/o Euroba Management Limited
73 Front Street, 4th Floor
Hamilton HM 12 Bermuda


----------------------------------------------
Taxpayer Identification Number of Subscriber


$500,000
----------------------------------------------
Dollar Amount of Units Subscribed For



Subscription Accepted:


FRONTLINE COMMUNICATIONS CORPORATION

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




                                       15


Exhibit 10.32

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

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

Date of Issuance:  As of November 25, 2003

                      Frontline Communications Corporation

                          Common Stock Purchase Warrant

                         (Void after November 25, 2006)

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

         1. Exercise; Issuance of Certificates.


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






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


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


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


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


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


         (a) Subdivision or Combination of Stock.  If outstanding  shares of the
Company's  Common Stock shall be subdivided into a greater number of shares or a
dividend  in such  stock  shall  be  paid  in  respect  of  such  stock,  or any
transaction having  substantially  similar effect shall have been consummated by
the Company,  the Purchase Price in effect immediately prior to such transaction
shall, simultaneously with the effectiveness or record date of such transaction,
be proportionately  reduced. If outstanding shares of the Company's Common Stock
shall be combined into a smaller number of shares,  the Purchase Price in effect
immediately   prior  to  such  combination   shall,   simultaneously   with  the
effectiveness  of such  combination,  be  proportionately  increased.  When  any
adjustment is required to be made in the Purchase  Price,  the number of Warrant
Shares  purchasable  upon the exercise of this  Warrant  shall be changed to the
number  determined  by  dividing  (i) an  amount  equal to the  number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.




                                       2



         (b) Reorganization, Reclassification, Consolidation, Merger or Sale. If
there  shall  occur  any  capital  reorganization  or  reclassification  of  the
Company's  Common  Stock (other than a change in par value or a  subdivision  or
combination), or any consolidation or merger of the Company with or into another
corporation,  or a  transfer  of all or  substantially  all of the assets of the
Company,  shall be effected in such a way that  holders of Common Stock shall be
entitled to receive stock, securities,  or other assets or property (an "Organic
Change"),  then, as part of such Organic Change,  lawful provision shall be made
so that the Registered Holder of this Warrant shall have the right thereafter to
receive upon the exercise hereof the kind and amount of shares of stock or other
securities or property which such Registered  Holder would have been entitled to
receive if,  immediately prior to such Organic Change such Registered Holder had
held the number of shares of Common Stock which were then  purchasable  upon the
exercise  of  this  Warrant.  In  any  such  case,  appropriate  adjustment  (as
reasonably  determined  in good faith by the Board of  Directors of the Company)
shall be made in the application of the provisions set forth herein with respect
to the rights and interests thereafter of the Registered Holder of this Warrant,
such  that the  provisions  set  forth in this  Section  2 shall  thereafter  be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property  thereafter  deliverable upon the exercise
of this Warrant.


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


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


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


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

4. Requirements for Transfer.



                                       3



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


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



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



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


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


6. Notices of Record Date, etc.

         In case:


         (a) of any capital  reorganization of the Company, any reclassification
of the capital stock of the Company,  any consolidation or merger of the Company
with or into another  corporation (other than a consolidation or merger in which
the Company is the surviving  entity),  or any transfer of all or  substantially
all of the assets of the Company; or


         (b)  of  the  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up of the Company,


                                       4



then,  and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice  specifying,  as the case may be, (i)
the   effective   date   on   which   such   reorganization,   reclassification,
consolidation,  merger, transfer,  dissolution,  liquidation or winding-up is to
take  place,  and the time,  if any is to be fixed,  as of which the  holders of
record  of  Common  Stock  (or  such  other  stock  or  securities  at the  time
deliverable  upon the  exercise of this  Warrant)  shall be entitled to exchange
their shares of Common Stock (or such other stock or securities)  for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, transfer,  dissolution,  liquidation or winding-up. Such
notice  shall be  mailed  at least ten (10)  days  prior to the  record  date or
effective date for the event specified in such notice.


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


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


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


10. Transfers, etc.


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


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


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




                                       5



         11. Mailing of Notices,  etc. All notices and other communications from
the  Company  to the  Registered  Holder  of this  Warrant  shall be  mailed  by
first-class  certified  or  registered  mail,  postage  prepaid,  to the address
furnished  to the  Company  in  writing  by the last  Registered  Holder of this
Warrant  who shall have  furnished  an address to the  Company in  writing.  All
notices and other  communications  from the Registered Holder of this Warrant or
in connection  herewith to the Company shall be mailed by first-class  certified
or registered mail, postage prepaid,  to the Company at its principal office set
forth  below.  If the  Company  should at any time  change the  location  of its
principal  office to a place other than as set forth below, it shall give prompt
written  notice to the  Registered  Holder of this  Warrant and  thereafter  all
references  in this  Warrant  to the  location  of its  principal  office at the
particular time shall be as so specified in such notice.


         12. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing  signed by the party against which  enforcement
of the change or waiver is sought.


         13.  Headings.  The  headings  in  this  Warrant  are for  purposes  of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant.


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


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



                                FRONTLINE COMMUNICATIONS CORPORATION

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

[Corporate Seal]

ATTEST:

-------------------------
[                      ]
[                      ]

                                  Address of principal office:
                                  One Blue Hill Plaza, 7th Floor
                                  P.O. Box 1548
                                  Pearl River, New York 10965




                (SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT)

                                       6




                                                                       EXHIBIT I

                                  PURCHASE FORM

To:  Frontline Communications Corporation                   Dated:______________

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



                                Signature:
                                          ---------------------------------




                                       7



                                                                      EXHIBIT II

                                 ASSIGNMENT FORM

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

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


Dated:                                 Signature:                              
      -------------------------                  ------------------------------

Dated:                                 Witness:                                
      -------------------------                --------------------------------






                                       8


Exhibit 10.33

Void after January 9, 2004*

                  This Warrant and any shares acquired upon the exercise of this
         Warrant have not been registered under the Securities Act of 1933. This
         Warrant and such shares may not be sold or  transferred  in the absence
         of such  registration  or an exemption  therefrom  under said Act. This
         Warrant  and  such  shares  may  not be  transferred  except  upon  the
         conditions  specified in this Warrant,  and no transfer of this Warrant
         or such  shares  shall be valid or  effective  unless  and  until  such
         conditions shall have been complied with.

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

                          COMMON STOCK PURCHASE WARRANT

         Frontline  Communications  Corporation,  a  Delaware  corporation  (the
"Company"),  having its principal office at One Blue Hill Plaza, 7th Floor, P.O.
Box 1548,  Pearl  River,  New  York,  10965  hereby  certifies  that,  for value
received,  Scarborough Ltd., or assigns,  is entitled,  subject to the terms set
forth  below,  to purchase  from the Company at any time on or from time to time
after  November 25, 2003 and before 5:00 P.M., New York City time, on January 9,
2004,  (i)  1,666,666  shares of Common Stock of the Company  (also  referred to
herein as "B Warrant  Shares") and (ii) a warrant ("B2 Warrant")  exercisable at
$0.01 to purchase  1,250,000  shares of Common  Stock of the Company in the
 form
attached  hereto  as  Exhibit  A, at $.30 per B  Warrant  Share  (the  "Purchase
Price").  The  number  and  character  of such  shares of  Common  Stock and the
Purchase Price are subject to adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires,  have  the  following  respective  meanings:  

                  (a)  The  term   "Company"   includes   the  Company  and  any
         corporation  which shall  succeed to or assume the  obligations  of the
         Company hereunder.

                  (b) The term "Common Stock" includes all stock of any class or
         classes (however designated) of the Company, the holders of which shall
         have the right, without limitation as to amount,  either to all or to a
         share of the balance of current  dividends  and  liquidating  dividends
         after the payment of dividends and distributions on any shares entitled
         to  preference,  and the  holders  of which  shall  ordinarily,  in the
         absence of  contingencies,  be entitled  to vote for the  election of a
         majority of directors of the Company  (even though the right so to vote
         has been suspended by the happening of such a contingency).


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

* Or such later date as provided pursuant to paragraph 20.




                  (c) The "Original  Issue Date" is November 25, 2003,  the date
         as of which this Warrant was first issued.

                  (d) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise) which the holder of the Warrant at any
         time shall be  entitled to receive,  or shall have  received,  upon the
         exercise of this Warrant, in lieu of or in addition to Common Stock, or
         which at any time  shall be  issuable  or shall  have  been  issued  in
         exchange  for or in  replacement  of Common  Stock or Other  Securities
         pursuant to section 6 or otherwise. Other Securities shall include, but
         not be limited to the B2 Warrants and shares of Common  Stock  issuable
         upon exercise of the B-2 Warrants.

                  (e) The term  "Purchase  Price  per  share"  shall be the then
         applicable exercise price for one share of Common Stock.

                  (f) The term "Owner"  refers to a record owner of this Warrant
         (or  subdivision  thereof)  or the holder of any Common  Stock or Other
         Securities  issuable  upon  exercise of this  Warrant  (or  subdivision
         thereof).

                  (g) The  terms  "registered"  and  "registration"  refer  to a
         registration effected by filing a registration  statement in compliance
         with the Securities  Act, to permit the disposition of Common Stock (or
         Other Securities) issued or issuable upon the exercise of this Warrant,
         and any post-effective  amendments and supplements filed or required to
         be filed to permit any such disposition.

                  (h) The term  "Securities  Act"  means the  Securities  Act of
         1933, as amended, as the same shall be in effect at the time.


                                       3




              1.  Registration,  etc.  The Company  has agreed to  register  the
Common  Stock  issuable  upon  exercise of this  warrant,  and the Common  Stock
issuable  upon  exercise  of  the  B-2  Warrants;  pursuant  to the  terms  of a
Subscription  Agreement  by and between the Company and the Owner dated the date
hereof ("Subscription Agreement").

              2. Sale or Exercise Without  Registration.  If, at the time of any
exercise,  transfer or surrender for exchange of this Warrant or of Common Stock
(or Other Securities)  previously  issued upon the exercise of this Warrant,  or
Common Stock (or Other  Securities) shall not be registered under the Securities
Act, the Company may require, as a condition of allowing such exercise, transfer
or exchange,  that the holder or  transferee of this Warrant or Common Stock (or
Other  Securities),  as the case may be,  furnish to the Company a  satisfactory
opinion of counsel to the effect that such exercise, transfer or exchange may be
made  without   registration   under  the  Securities  Act,  provided  that  the
disposition  thereof  shall at all times be within the control of such holder or
transferee,  as the case may be, and provided further that nothing  contained in
this  section 2 shall  relieve the Company from  complying  with any request for
registration  pursuant  to section 1 hereof.  The first  holder of this  Warrant
represents to the Company that it is acquiring  this Warrant for  investment and
not with a view to the distribution thereof.

         3. Exercise of Warrant; Partial Exercise.

              3.1  Exercise  in Full.  Subject to the  provisions  hereof,  this
Warrant  may be  exercised  in full by the holder  hereof by  surrender  of this
Warrant,  with the form of  subscription at the end hereof duly executed by such
holder,  to the Escrow  Agent (as defined in the  Subscription  Agreement  to be
released,  to the  Company  pursuant to the terms and  conditions  of the Escrow
Agreement (as defined in the  Subscription  Agreement) in the amount obtained by
multiplying  the number of shares of Common Stock called for on the face of this
Warrant (without giving effect to any adjustment therein) by the Purchase Price.

              3.2  Partial  Exercise.  Subject to the  provisions  hereof,  this
Warrant may be  exercised in part by surrender of this Warrant in the manner and
at the place  provided in subsection  3.1 except that the amount  payable by the
holder upon any partial exercise shall be the amount obtained by multiplying (a)
the number of shares of Common Stock  (without  giving effect to any  adjustment
therein)  designated by the holder in the  subscription at the end hereof by (b)
the Purchase Price. Upon any such partial  exercise,  the Company at its expense
will forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor,  in the name of the holder  hereof or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock equal (without  giving effect to any adjustment  therein)
to the number of such shares  called for on the face of this  Warrant  minus the
number of such shares  designated by the holder in the  subscription  at the end
hereof.

              3.3 Company to Reaffirm Obligations. The Company will, at the time
of any  exercise  of this  Warrant,  upon  the  request  of the  holder  hereof,
acknowledge  in writing its  continuing  obligation to afford to such holder any
rights (including,  without limitation,  any right to registration of the shares
of Common  Stock or Other  Securities  issued upon such  exercise) to which such
holder shall continue to be entitled after such exercise in accordance  with the
provisions of this Warrant,  provided that if the Company shall fail to take any
of the actions  specified by this  paragraph,  such failure shall not affect the
continuing obligation of the Company to afford such holder any such rights


                                       4



              4. Delivery of Stock Certificates,  etc., on Exercise.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event within three (3) days  thereafter,  the Company at its expense  (including
the payment by it of any applicable  issue taxes) will cause to be issued in the
name of the holder hereof, or as such holder (upon payment by such holder of any
applicable  transfer taxes) may direct,  a certificate or  certificates  for the
number  of full  paid and  non-assessable  shares  of  Common  Stock  (or  Other
Securities) to which such holder shall be entitled upon such exercise,  plus, in
lieu of any fractional  share to which such holder would  otherwise be entitled,
cash equal to such fraction  multiplied by the then current  market value of one
full share,  together  with any other  stock or other  securities  and  property
(including  cash,  where  applicable) to which such holder is entitled upon such
exercise  pursuant  to section 5 or  otherwise  and such  certificates  shall be
delivered to the Escrow Agent (as defined in the  Subscription  Agreement) to be
held and released  pursuant to the terms of an Escrow  Agreement  (as defined in
the Subscription Agreement).

         5.   Adjustment   for  Dividends  in  Other  Stock,   Property,   etc.,
Reclassification,  etc.  In case at any  time or  from  time to time  after  the
Original Issue Date the holders of Common Stock (or Other Securities) shall have
received,  or (on or after  the  record  date  fixed  for the  determination  of
stockholders eligible to receive) shall have become entitled to receive, without
payment therefor

                  (a) other or additional  stock or other securities or property
         (other than cash) by way of dividend, or

                  (b) any cash paid or payable  (including,  without limitation,
         by way of dividend), or

                  (c) other or additional (or less) stock or other securities or
         property    (including   cash)   by   way   of   spin-off,    split-up,
         reclassification,  recapitalization,  combination  of shares or similar
         corporate rearrangement,

then, and in each such case the holder of this Warrant, upon the exercise hereof
as  provided  in section 3, shall be entitled to receive the amount of stock and
other  securities  and  property  (including  cash in the cases  referred  to in
subdivisions  (b) and (c) of this section 5) which such holder would hold on the
date of such  exercise if on the  Original  Issue Date he had been the holder of
record of the  number of shares of Common  Stock  called for on the face of this
Warrant as well as the number of shares of Common Stock  issuable  upon exercise
of the B-2 Warrant and had thereafter, during the period from the Original Issue
Date to and  including the date of such  exercise,  retained such shares and all
such other or  additional  (or less)  stock and other  securities  and  property
(including  cash in the cases  referred to in  subdivisions  (b) and (c) of this
section 5) receivable by him as aforesaid  during such period,  giving effect to
all adjustments called for during such period by sections 6 and 7 hereof.



                                       4



         6. Reorganization, Consolidation, Merger, etc.

              In case the Company after the Original Issue Date shall (a) effect
a  reorganization,  (b) consolidate with or merge into any other person,  or (c)
transfer  all or  substantially  all of its  properties  or  assets to any other
person  under  any plan or  arrangement  contemplating  the  dissolution  of the
Company,  then, in each such case, the holder of this Warrant, upon the exercise
hereof as  provided  in  section 3 at any time  after the  consummation  of such
reorganization,   consolidation   or  merger  or  the  effective  date  of  such
dissolution,  as the case may be,  shall be entitled to receive (and the Company
shall be entitled to deliver), in lieu of the Common Stock (or Other Securities)
issuable upon such exercise prior to such  consummation  or such effective date,
the stock and other  securities  and  property  (including  cash) to which  such
holder would have been entitled  upon such  consummation  or in connection  with
such  dissolution,  as the case may be, if such  holder  has so  exercised  this
Warrant and the B-2 Warrant  immediately  prior thereto,  all subject to further
adjustment thereafter as provided in sections 5 and 7 hereof.


         7. Other Adjustments.


              7.1 General.  In any case to which sections 5 and 6 hereof are not
applicable,  where the Company  shall  issue or sell shares of its Common  Stock
after the Original Issue Date and prior to the expiration of this Warrant,  then
the Purchase Price in effect hereunder shall  simultaneously  with such issuance
or sale be  reduced  to equal  the price at which  the  Company  sells or issues
Common Stock subsequent to the Original Issue Date,  provided that such price is
lower than the Purchase Price, and the number of shares of Common Stock issuable
upon  exercise  hereof shall be increased so that the  percentage of the Company
represented by the shares of Common Stock issuable upon exercise of this Warrant
is not reduced as a result of such issuance or sale.


              7.2  Convertible  Securities.  In case the Company  shall issue or
sell any securities  convertible into Common Stock of the Company  ("Convertible
Securities")  after the date hereof,  then such issue or sale shall be deemed to
be an  issue  or sale  (as of the  date  of  issue  or sale of such  Convertible
Securities)  of such  maximum  number  of shares  of  Common  Stock  that may be
issuable upon conversion of the Convertible  Securities,  provided that, if such
Convertible Securities shall by their terms provide for a decrease or decreases,
with the passage of time,  in the  conversion  rate or rate of exchange upon the
conversion or exchange thereof,  the number of shares deemed issued or sold upon
the issuance or sale of such Convertible  Securities  shall,  forthwith upon any
such  decrease  becoming  effective,  be  readjusted  to reflect  the same,  and
provided  further,  that upon the  expiration  of such rights of  conversion  or
exchange of such  Convertible  Securities,  if any  thereof  shall not have been
exercised,  the  adjusted  Purchase  Price per share and the number of shares of
Common Stock and other  Securities  issuable upon exercise of this Warrant shall
forthwith be readjusted  and  thereafter be the price and number of shares which
would have been in effect had an adjustment been made on the basis that the only
shares of Common Stock so issued or sold were issued or sold upon the conversion
of exchange of such Convertible Securities.




                                       5



              7.3 Rights and Options. In case the Company shall grant any rights
or options to subscribe for,  purchase or otherwise  acquire Common Stock,  then
the  granting of such  rights or options  shall be deemed to be an issue or sale
(as of the date of the  granting  of such  rights or  options)  of such  maximum
number of shares  of Common  Stock  issuable  upon  exercise  of such  rights or
options,  provided  that, if such rights or options shall by their terms provide
for an increase or increases,  with the passage of time, in the number of shares
issuable  by the  Company  upon the  exercise  thereof,  the number of shares of
Common  Stock  deemed  issued  upon such grant  shall,  forthwith  upon any such
increase  becoming  effective,  be readjusted to reflect the same, and provided,
further,  that upon the  expiration  of such rights or  options,  if any thereof
shall not have been  exercised,  the adjusted  Purchase  Price per share and the
number of shares  issuable  upon  exercise  of this  Warrant and the B-2 Warrant
shall  forthwith be readjusted  and  thereafter be the price which it would have
been had an  adjustment  been made on the basis  that the only  shares of Common
Stock so issued  or sold were  those  issued or sold upon the  exercise  of such
rights or options.


         8. Conversion Limitation. In order to comply with rules of the American
Stock Exchange  relating to  shareholder  approval of a transaction by an issuer
other  than in a public  offering,  this  Warrant  together  with the Shares and
Warrant  Shares  issued  pursuant  to the  Subscription  Agreement  shall not be
exercisable  into the number of shares of Common Stock that,  in the  aggregate,
would  result in the  issuance of more than 19.9% of the shares of Common  Stock
outstanding   immediately   prior  to  the   transaction   contemplated  by  the
Subscription  Agreement  (the  "Conversion  Limitation")  until such time as the
Company receives shareholder  approval of the transaction (the "Approval").  The
Company  agrees to seek the Approval  after  December 12, 2003 but no later than
January 20,  2004.  The Company  shall have  received  proxies  from each of the
executive officers and directors of the Company agreeing to vote in favor of the
Approval.


         9. Further Assurances.  The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  non-assessable  shares of stock upon the exercise of Warrant and
the B-2 Warrant from time to time outstanding.


         10.  Accountants'  Certificate as to  Adjustments.  In each case of any
adjustment or readjustment  in the shares of Common Stock (or Other  Securities)
issuable  upon the  exercise of this  Warrant,  the Company at its expense  will
promptly  cause  the  Company's  regularly  retained  auditor  to  compute  such
adjustment  or  readjustment  in  accordance  with the terms of this Warrant and
prepare a certificate  setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based, and the
number of shares of Common Stock  outstanding or deemed to be  outstanding.  The
Company will  forthwith  mail a copy of each such  certificate  to the holder of
this Warrant.


         11. Notices of Record Date, etc. In the event of


                  (a) any taking by the  Company  of a record of the  holders of
         any class of  securities  for the  purpose of  determining  the holders
         thereof who are  entitled to receive  any  dividend  (other than a cash
         dividend  payable  out of  earned  surplus  of the  Company)  or  other
         distribution,  or any right to  subscribe  for,  purchase or  otherwise
         acquire  any  shares of stock of any class or any other  securities  or
         property, or to receive any other right, or


                                       6



                  (b)  any   capital   reorganization   of  the   Company,   any
         reclassification  or  recapitalization  of  the  capital  stock  of the
         Company or any transfer of all or  substantially  all the assets of the
         Company to or  consolidation  or merger of the Company with or into any
         other person, or


                  (c) any voluntary or involuntary  dissolution,  liquidation or
         winding-up of the Company, or


                  (d) any  proposed  issue or grant by the Company of any shares
         of stock of any class or any other  securities,  or any right or option
         to subscribe for,  purchase or otherwise acquire any shares of stock of
         any class or any other securities (other than the issue of Common Stock
         on the  exercise  of this  Warrant),  then and in each  such  event the
         Company will mail or cause to be mailed to the holder of this Warrant a
         notice  specifying (i) the date on which any such record is to be taken
         for the purpose of such dividend,  distribution  or right,  and stating
         the amount and character of such dividend,  distribution or right, (ii)
         the  date  on  which   any   such   reorganization,   reclassification,
         recapitalization,   transfer,   consolidation,   merger,   dissolution,
         liquidation or winding-up is to take place, and the time, if any, as of
         which the holders of record of Common Stock (or Other Securities) shall
         be  entitled  to  exchange  their  shares  of  Common  Stock  (or Other
         Securities)  for  securities or other  property  deliverable  upon such
         reorganization,    reclassification,     recapitalization,    transfer,
         consolidation,  merger,  dissolution,  liquidation or  winding-up,  and
         (iii) the amount and  character  of any stock or other  securities,  or
         rights  or  options  with  respect  thereto,  proposed  to be issued or
         granted,  the date of such  proposed  issue or grant and the persons or
         class of persons to whom such  proposed  issue or grant and the persons
         or class  of  persons  to whom  such  proposed  issue or grant is to be
         offered or made.  Such notice shall be mailed at least 20 days prior to
         the date therein specified.


         12. Reservation of Stock, etc.,  Issuable on Exercise of Warrants.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery upon the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable upon the exercise of this Warrant and the
B-2 Warrant.


         13. Listing on Securities  Exchanges,  Registration.  If the Company at
any time after the  Original  Issue  Date  shall  list any  Common  Stock on any
national  securities  exchange  and shall  register  such Common Stock under the
Securities  Exchange Act of 1934 (as then in effect, or any similar statute then
in effect),  the  Company  will,  at its  expense,  simultaneously  list on such
exchange,  upon  official  notice of issuance upon the exercise of this Warrant,
and  maintain  such  listing  of all  shares of Common  Stock  from time to time
issuable upon the exercise of this Warrant,  and the Company will so list on any
national  securities  exchange,  will so register and will maintain such listing
of, any Other Securities if and at the time that any securities of like class or
similar  type  shall be  listed  on such  national  securities  exchange  by the
Company.


         14.  Exchange  of  Warrants.  Subject  to the  provisions  of section 2
hereof, upon surrender for exchange of this Warrant,  properly endorsed,  to the
Company,  the Company at its own  expense  will issue and deliver to or upon the
order of the holder  thereof a new  Warrant of like  tenor,  in the name of such
holder or as such holder (upon payment by such holder of any applicable transfer
taxes) may direct, calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face of this Warrant.


                                       7



         15.  Replacement  of  Warrants.  Upon  receipt of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this  Warrant  and,  in the case of any such loss,  theft or  destruction,  upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the  Company  or,  in the  case  of any  such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the  Company at its  expense  will  execute and
deliver, in lieu thereof, a new Warrant of like tenor.


         16. Warrant Agent. The Company may, by written notice to each holder of
this Warrant,  appoint an agent having an office in New York,  New York, for the
purpose of issuing Common Stock (or Other  Securities) upon the exercise of this
Warrant  pursuant to section 3, exchanging this Warrant  pursuant to section 14,
and replacing this Warrant pursuant to section 14, or any of the foregoing,  and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.


         17.  Remedies.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.


         18.  Negotiability,  etc.  This  Warrant is issued  upon the  following
terms, to all of which each holder or owner hereof by the taking hereof consents
and agrees:


                  (a) subject to the  provisions  hereof,  title to this Warrant
         may be transferred by endorsement  (by the holder hereof  executing the
         form of  assignment  at the end hereof) and delivery in the same manner
         as in the case of a negotiable  instrument  transferable by endorsement
         and delivery;


                  (b) subject to the foregoing, any person in possession of this
         Warrant  properly  endorsed  is  authorized  to  represent  himself  as
         absolute  owner  hereof and is  empowered  to transfer  absolute  title
         hereto by  endorsement  and  delivery  hereof to a bona fide  purchaser
         hereof for value, each prior taker or owner waives and renounces all of
         his  equities or rights in this Warrant in favor of each such bona fide
         purchaser  and each such bona fide  purchaser  shall  acquire  absolute
         title hereto and to all rights represented hereby, and


                  (c) until  this  Warrant  is  transferred  on the books of the
         Company,  the Company  may treat the  registered  holder  hereof as the
         absolute owner hereof for all purposes,  notwithstanding  any notice to
         the contrary.


                                       8



         19. Notices, etc. All notices and other communications from the Company
to the  holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder, or, until an address is so furnished,  to
and at the address of the last holder of this  Warrant who has so  furnished  an
address to the Company.


         20.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which


         21.  enforcement  of such change,  waiver,  discharge or termination is
sought.  This  Warrant is being  delivered in the State of New York and shall be
construed  and  enforced  in  accordance  with and  governed by the laws of such
State.  The headings in this Warrant are for  purposes of  reference  only,  and
shall not limit or otherwise affect any of the terms hereof.


         22. Extended Expiration.


         The right to exercise this Warrant shall expire at 5.00 P.M.,  New York
City time , on January  25,  2004,  provided,  however,  that if a  registration
statement has not been filed or declared  effective pursuant to the Subscription
Agreement  prior to the  expiration  date of the right to exercise this Warrant,
then the right to  exercise  this  Warrant  shall be extended  and shall  expire
forty-five (45) days after the effective date of such registration statement.


         23. Assignability. This Warrant is fully assignable at any time.


                                       9



Dated: November  25, 2003



                               Frontline Communications Corporation



                               By:  _________________________

                               Name:  _______________________

                               Title:  ________________________
                               [Corporate Seal]





Attest:



         Secretary




                                       10




                              FORM OF SUBSCRIPTION
                  (To be signed only upon exercise of Warrant)



To:
Frontline Communications Corporation
One Blue Hill Plaza, 7th Floor
P.O. Box 1548 Pearl River, New York 10965

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase  thereunder,  * shares  of  Common  Stock of  Frontline  Communications
Corporation  and herewith makes payment of $ _____  therefor,  and requests that
the  certificates  for such shares be issued in the name of, and  delivered  to,
________________________, whose address is ___________________________________.



Dated:  _________________



                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)

                                    (Address)







*        Insert here the number of shares  called for on the face of the Warrant
         (or, in the case of a partial exercise, the portion thereof as to which
         the  Warrant is being  exercised),  in either case  without  making any
         adjustment  for  additional  Common  Stock or any other  stock or other
         securities  or  property  or cash  which,  pursuant  to the  adjustment
         provisions of the Warrant, may be deliverable upon exercise.



                                       11




                               FORM OF ASSIGNMENT
                  (To be signed only upon transfer of Warrant)


         For value received, the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant  to  purchase  shares  of  Common  Stock  of  Frontline   Communications
Corporation,  which the within Warrant  relates,  and appoints  _____________ as
Attorney-in-Fact to transfer such right on the books of ___________________ with
full power of substitution in the premises. The Warrant being transferred hereby
is  the  Common  Stock  Purchase  Warrant  issued  by  Frontline  Communications
Corporation, as of November 25, 2003.



Dated:  _________________________



                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)



                                    (Address)



Signature  guaranteed  by a  Bank  or  Trust
Company  having its principal  office in New
York  City  or by a  Member  Firm of the New
York or American Stock Exchange




                                       12



Exhibit A


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

Warrant No. B2-                                      Number of Shares: 1,250,000
               ---                                                     ---------


Date of Issuance:  As of _____ __, 2004

                      Frontline Communications Corporation

                          Common Stock Purchase Warrant

                           (Void after _____ __, 2006)

         Frontline  Communications  Corporation,  a  Delaware  corporation  (the
"Company"),  for value received,  hereby  certifies that  Scarborough  Ltd. (the
"Registered  Holder"),  is entitled,  subject to the terms set forth  below,  to
purchase from the Company, at any time or from time to time on or after the date
of  exercise  of the B Warrant in  connection  with the  Subscription  Agreement
between  the  Company  and the  Registered  Holder,  dated  November  25,  2003,
1,250,000 shares of Common Stock (the "Common Stock") $0.01 par value per share,
of the Company,  at a purchase price of $0.01 per share. The shares  purchasable
upon  exercise  of this  Warrant,  and the  purchase  price per  share,  each as
adjusted  from time to time  pursuant to the  provisions  of this  Warrant,  are
hereinafter  referred  to as the  "Warrant  Shares"  and the  "Purchase  Price,"
respectively.

         23. Exercise; Issuance of Certificates.


              23.1  Exercise.  This Warrant may be  exercised by the  Registered
Holder,  in whole or in part, by  surrendering  this Warrant,  with the purchase
form appended hereto as Exhibit I duly executed by such Registered  Holder or by
such Registered  Holder's duly authorized  attorney,  at the principal office of
the  Company,  or at such other  office or agency as the Company may  designate,
accompanied  by payment in full,  in lawful money of the United  States,  of the
Purchase Price payable in respect of the number of Warrant Shares purchased upon
such exercise.



                                       13




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


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


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


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


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


              24.1 Subdivision or Combination of Stock. If outstanding shares of
the Company's  Common Stock shall be subdivided  into a greater number of shares
or a dividend  in such stock  shall be paid in  respect  of such  stock,  or any
transaction having  substantially  similar effect shall have been consummated by
the Company,  the Purchase Price in effect immediately prior to such transaction
shall, simultaneously with the effectiveness or record date of such transaction,
be proportionately  reduced. If outstanding shares of the Company's Common Stock
shall be combined into a smaller number of shares,  the Purchase Price in effect
immediately   prior  to  such  combination   shall,   simultaneously   with  the
effectiveness  of such  combination,  be  proportionately  increased.  When  any
adjustment is required to be made in the Purchase  Price,  the number of Warrant
Shares  purchasable  upon the exercise of this  Warrant  shall be changed to the
number  determined  by  dividing  (i) an  amount  equal to the  number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.


              24.2 Reorganization,  Reclassification,  Consolidation,  Merger or
Sale. If there shall occur any capital reorganization or reclassification of the
Company's  Common  Stock (other than a change in par value or a  subdivision  or
combination), or any consolidation or merger of the Company with or into another
corporation,  or a  transfer  of all or  substantially  all of the assets of the

                                       14



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


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


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


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


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


         26. Requirements for Transfer.

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


                                       15



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



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



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


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

         28. Notices of Record Date, etc.

         In case:

              28.1  of  any  capital   reorganization   of  the   Company,   any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger  of  the  Company  with  or  into  another   corporation  (other  than  a
consolidation  or merger in which the Company is the surviving  entity),  or any
transfer of all or substantially all of the assets of the Company; or


              28.2 of the voluntary or involuntary  dissolution,  liquidation or
winding-up of the Company,

                                       16






then,  and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice  specifying,  as the case may be, (i)
the   effective   date   on   which   such   reorganization,   reclassification,
consolidation,  merger, transfer,  dissolution,  liquidation or winding-up is to
take  place,  and the time,  if any is to be fixed,  as of which the  holders of
record  of  Common  Stock  (or  such  other  stock  or  securities  at the  time
deliverable  upon the  exercise of this  Warrant)  shall be entitled to exchange
their shares of Common Stock (or such other stock or securities)  for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, transfer,  dissolution,  liquidation or winding-up. Such
notice  shall be  mailed  at least ten (10)  days  prior to the  record  date or
effective date for the event specified in such notice.


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


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


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


         32. Transfers, etc.


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


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


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


                                       17



         33. Mailing of Notices,  etc. All notices and other communications from
the  Company  to the  Registered  Holder  of this  Warrant  shall be  mailed  by
first-class  certified  or  registered  mail,  postage  prepaid,  to the address
furnished  to the  Company  in  writing  by the last  Registered  Holder of this
Warrant  who shall have  furnished  an address to the  Company in  writing.  All
notices and other  communications  from the Registered Holder of this Warrant or
in connection  herewith to the Company shall be mailed by first-class  certified
or registered mail, postage prepaid,  to the Company at its principal office set
forth  below.  If the  Company  should at any time  change the  location  of its
principal  office to a place other than as set forth below, it shall give prompt
written  notice to the  Registered  Holder of this  Warrant and  thereafter  all
references  in this  Warrant  to the  location  of its  principal  office at the
particular time shall be as so specified in such notice.


         34. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing  signed by the party against which  enforcement
of the change or waiver is sought.


         35.  Headings.  The  headings  in  this  Warrant  are for  purposes  of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant.


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



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



                                        FRONTLINE COMMUNICATIONS CORPORATION

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

[Corporate Seal]

ATTEST:

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

[                      ]
[                      ]


                                             Address of principal office:
                                             One Blue Hill Plaza, 7th Floor
                                             P.O. Box 1548
                                             Pearl River, New York 10965



                (SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT)



                                       18



                                                                       EXHIBIT I

                                  PURCHASE FORM

To: Frontline Communications Corporation                    Dated:______________


         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (No. B2-___),  hereby  irrevocably elects to purchase ________ shares of
Common Stock covered by such Warrant.  The undersigned herewith makes payment of
$____________,  in lawful  money of the  United  States,  representing  the full
purchase  price for such  shares at the  price  per share  provided  for in such
Warrant.



                                        Signature:
                                                  -----------------------------




                                       19





                                                                      EXHIBIT II

                                 ASSIGNMENT FORM

         FOR  VALUE   RECEIVED,   ________________________________________hereby
sells,  assigns and  transfers  all of the rights of the  undersigned  under the
attached  Warrant (No.  B2-____)  with respect to the number of shares of Common
Stock covered thereby set forth below, unto:

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




Dated:                                 Signature:                              
      -------------------------                  ------------------------------

Dated:                                 Witness:                                
      -------------------------                --------------------------------


Exhibit 21.1

Subsidiaries of Frontline Communications Corporation


Name                                                           Jurisdiction


WOW Factor, Inc.                                               New Jersey

CLEC Communications Corporation.                               Delaware

FNT Communications Corporation                                 New York


Proyecciones y Ventas Organizadas S.A. de C.V                  Mexico




EXHIBIT 23.1


                                   INDEPENDENT
                                AUDITOR'S CONSENT



We hereby consent to the incorporation by reference in the Prospectus
constituting  part of the  Registration  Statement of  Frontline  Communications
Corporation on this Form S-3 of our report dated  February 20, 2003,  except for
Note 10, as to which the date is April 3, 2003,  on the  consolidated  financial
statements of Frontline  Communications  Corporation as of December 31, 2002 and
for each of the two years in the  period  then  ended  appearing  in the  annual
report on Form 10-KSB of Frontline Communications Corporation for the year ended
December  31,  2002.  We also  consent  to the  reference  of our firm under the
caption "Experts" contained in such Registration Statement.


/s/ Goldstein Golub Kessler LLP

Goldstein Golub Kessler LLP

New York, New York
November 25, 2003





Exhibit 23.2



The Board of Directors
Frontline Communications Corporation

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of this  Registration  Statement of our report dated May 30,
2003, except for note 11, which is dated June 2, 2003, relating to the financial
statements of Proyecciones y Ventas Organizadas, S. A. de C. V. appearing in the
Current  Report on Form 8-K/A filed by Frontline  Communications  Corporation on
June 18, 2003.

We also  consent  to the  reference  to us under the  caption  "Experts"  in the
Prospectus.


/s/ BDO Hernandez Marron y Cia., S.C.
Mexico City, Mexico

November 24, 2003