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.



<PAGE>

         (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.


<PAGE>

         (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:


<PAGE>

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


<PAGE>

         (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.


<PAGE>

         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.


<PAGE>

         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



<PAGE>

                                    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)