Exhibit 10.22

                            STOCK PURCHASE AGREEMENT

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

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

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

                                   WITNESSETH:

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

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

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



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<PAGE>


1.   AGREEMENT TO PURCHASE; PURCHASE PRICE.

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

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

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

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


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


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

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

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

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



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<PAGE>

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

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

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

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

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

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

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



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<PAGE>

3. COMPANY REPRESENTATIONS

The Company represents and warrants to the Buyer that:

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

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

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

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



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<PAGE>

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

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

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

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

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


4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.



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<PAGE>

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

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

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

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

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

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



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<PAGE>

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

5. Adjustments

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

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

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


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<PAGE>

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

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

6. TRANSFER AGENT INSTRUCTIONS.

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

7. CLOSING DATE.

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

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



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<PAGE>

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

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

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

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

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

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

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

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

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

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

10. GOVERNING LAW: MISCELLANEOUS.

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


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<PAGE>

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

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

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

Telecopier No.:                     1-845-623-8669

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

Telecopier No.:                     1-202-424-7645

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


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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

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

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


SIGNATURES FOR ENTITIES

BUYER:  WILLIAM J. RITGER

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

623 Ocean Avenue, Sea Girt, NJ 08750
Address

                                        Printed Name of Subscriber

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

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



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

FRONTLINE COMMUNICATIONS CORP

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

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



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