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.




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         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.



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         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.



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<PAGE>

         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




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                            EXHIBIT A - FORM OF NOTE



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                           EXHIBIT B - FORM OF WARRANT



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                                    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.