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.

<PAGE>

                  (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
<PAGE>


              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
<PAGE>

              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
<PAGE>

         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
<PAGE>

              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
<PAGE>

                  (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
<PAGE>

         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
<PAGE>

         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
<PAGE>

Dated: November  25, 2003



                               Frontline Communications Corporation



                               By:  _________________________

                               Name:  _______________________

                               Title:  ________________________
                               [Corporate Seal]





Attest:



         Secretary




                                       10
<PAGE>


                              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
<PAGE>


                               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
<PAGE>

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

<PAGE>

              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
<PAGE>

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
<PAGE>

              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



<PAGE>

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
<PAGE>

         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
<PAGE>

                                                                       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
<PAGE>



                                                                      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:
      -------------------------                --------------------------------