Exhibit 10.32

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR  QUALIFIED  UNDER  THE STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,
PLEDGED,  OR  OTHERWISE  TRANSFERRED  UNLESS  EITHER (A) COVERED BY AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND
QUALIFIED UNDER  APPLICABLE  STATE  SECURITIES  LAWS, OR (B) THE CORPORATION HAS
BEEN FURNISHED WITH AN OPINION OF COUNSEL  ACCEPTABLE TO THE  CORPORATION TO THE
EFFECT  THAT NO  REGISTRATION  OR  QUALIFICATION  IS LEGALLY  REQUIRED  FOR SUCH
TRANSFER.

Warrant No. A-1                                        Number of Shares: 750,000
                                                                         -------

Date of Issuance:  As of November 25, 2003

                      Frontline Communications Corporation

                          Common Stock Purchase Warrant

                         (Void after November 25, 2006)

         Frontline  Communications  Corporation,  a  Delaware  corporation  (the
"Company"),  for value received,  hereby  certifies that  Scarborough  Ltd. (the
"Registered  Holder"),  is entitled,  subject to the terms set forth  below,  to
purchase from the Company, at any time or from time to time on or after the date
of issuance and on or before November 25, 2006, at not later than 5:00 p.m. EST,
750,000  shares of Common Stock (the "Common  Stock") $0.01 par value per share,
of the Company,  at a purchase price of $0.01 per share. The shares  purchasable
upon  exercise  of this  Warrant,  and the  purchase  price per  share,  each as
adjusted  from time to time  pursuant to the  provisions  of this  Warrant,  are
hereinafter  referred  to as the  "Warrant  Shares"  and the  "Purchase  Price,"
respectively.

         1. Exercise; Issuance of Certificates.


              (a)  Exercise.  This Warrant may be  exercised  by the  Registered
Holder,  in whole or in part, by  surrendering  this Warrant,  with the purchase
form appended hereto as Exhibit I duly executed by such Registered  Holder or by
such Registered  Holder's duly authorized  attorney,  at the principal office of
the  Company,  or at such other  office or agency as the Company may  designate,
accompanied  by payment in full,  in lawful money of the United  States,  of the
Purchase Price payable in respect of the number of Warrant Shares purchased upon
such exercise.



<PAGE>

         (b) Each exercise of this Warrant shall be deemed to have been effected
immediately  prior to the close of  business  on the day on which  this  Warrant
shall have been  surrendered to the Company as provided in subsection 1(a) above
(the  "Exercise  Date").  At such  time,  the person or persons in whose name or
names any  certificates  for Warrant Shares shall be issuable upon such exercise
as provided in  subsection  1(c) below shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.


         (c) As soon as  practicable  after the exercise of this Warrant in full
or in part, the Company, at its expense, will cause to be issued in the name of,
and delivered  to, the  Registered  Holder,  or as the  Registered  Holder (upon
payment by the Registered  Holder of any applicable  transfer  taxes) may direct
but subject to Section 4 hereof:


              (i) a certificate or  certificates  for the number of full Warrant
Shares to which the Registered Holder shall be entitled upon such exercise plus,
in lieu of any fractional share to which such Registered  Holder would otherwise
be entitled, cash in an amount determined pursuant to Section 3 hereof; and


              (ii) in case such  exercise  is in part  only,  a new  warrant  or
warrants (dated the date hereof) of like tenor,  calling in the aggregate on the
face or faces  thereof for the number of Warrant  Shares equal  (without  giving
effect to any adjustment  therein) to the number of Warrant Shares called for on
the face of this Warrant minus the sum of the number of such shares purchased by
the Registered Holder upon such exercise.


2. Adjustment of Purchase Price and Number of Warrant Shares. The Purchase Price
and the number of Warrant Shares  purchasable  upon the exercise of this Warrant
shall be subject to adjustment  from time to time upon the occurrence of certain
events described in this Section 2.


         (a) Subdivision or Combination of Stock.  If outstanding  shares of the
Company's  Common Stock shall be subdivided into a greater number of shares or a
dividend  in such  stock  shall  be  paid  in  respect  of  such  stock,  or any
transaction having  substantially  similar effect shall have been consummated by
the Company,  the Purchase Price in effect immediately prior to such transaction
shall, simultaneously with the effectiveness or record date of such transaction,
be proportionately  reduced. If outstanding shares of the Company's Common Stock
shall be combined into a smaller number of shares,  the Purchase Price in effect
immediately   prior  to  such  combination   shall,   simultaneously   with  the
effectiveness  of such  combination,  be  proportionately  increased.  When  any
adjustment is required to be made in the Purchase  Price,  the number of Warrant
Shares  purchasable  upon the exercise of this  Warrant  shall be changed to the
number  determined  by  dividing  (i) an  amount  equal to the  number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.




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<PAGE>

         (b) Reorganization, Reclassification, Consolidation, Merger or Sale. If
there  shall  occur  any  capital  reorganization  or  reclassification  of  the
Company's  Common  Stock (other than a change in par value or a  subdivision  or
combination), or any consolidation or merger of the Company with or into another
corporation,  or a  transfer  of all or  substantially  all of the assets of the
Company,  shall be effected in such a way that  holders of Common Stock shall be
entitled to receive stock, securities,  or other assets or property (an "Organic
Change"),  then, as part of such Organic Change,  lawful provision shall be made
so that the Registered Holder of this Warrant shall have the right thereafter to
receive upon the exercise hereof the kind and amount of shares of stock or other
securities or property which such Registered  Holder would have been entitled to
receive if,  immediately prior to such Organic Change such Registered Holder had
held the number of shares of Common Stock which were then  purchasable  upon the
exercise  of  this  Warrant.  In  any  such  case,  appropriate  adjustment  (as
reasonably  determined  in good faith by the Board of  Directors of the Company)
shall be made in the application of the provisions set forth herein with respect
to the rights and interests thereafter of the Registered Holder of this Warrant,
such  that the  provisions  set  forth in this  Section  2 shall  thereafter  be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property  thereafter  deliverable upon the exercise
of this Warrant.


         (c) When any adjustment is required to be made in the Purchase Price or
the number of Warrant  Shares  purchasable  upon exercise of this  Warrant,  the
Company shall promptly mail to the Registered Holder a certificate setting forth
the Purchase Price or the number of Warrant Shares  purchasable upon exercise of
this Warrant after such  adjustment  and setting forth a brief  statement of the
facts requiring such adjustment.  Such certificate shall also set forth the kind
and amount of stock or other  securities  or  property  into which this  Warrant
shall be exercisable  following the occurrence of any of the events specified in
subsection 2(b) above.


3.  Fractional  Shares.  The Company  shall not be required upon the exercise of
this  Warrant  to issue any  fractional  shares,  but shall  make an  adjustment
therefor  in cash on the  basis of the fair  market  value  per  share of Common
Stock.  For purposes of the foregoing,  fair market value of one share of Common
Stock, shall be determined as follows:


              (i) If  the  Common  Stock  is  listed  on a  national  securities
exchange,  the American Stock Exchange,  the Nasdaq National Market,  the Nasdaq
system, or another nationally  recognized exchange or quotation system as of the
Exercise  Date,  the fair  market  value per share of the Common  Stock shall be
deemed to be the last  reported  sale price per share of the Common Stock on the
Exercise Date, or, if no such price is reported on such date,  such price on the
next  preceding  business day (provided that if no such price is reported on the
next preceding business day, the fair market value per share shall be determined
pursuant to clause (ii)).


              (ii) If the Common  Stock is not  listed on a national  securities
exchange,  the American Stock Exchange,  the Nasdaq National Market,  the Nasdaq
System,  or another  nationally  recognized  exchange or quotation system on the
Exercise  Date,  the fair  market  value per share  shall be  determined  by the
Company's Board of Directors in good faith.

4. Requirements for Transfer.



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<PAGE>

         (a)  This  Warrant  and  the  Warrant  Shares  shall  not  be  sold  or
transferred  unless either (i) they first shall have been  registered  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  and any  applicable  state
securities  laws,  or (ii) the Company first shall have been  furnished  with an
opinion of legal counsel,  reasonably satisfactory to the Company, to the effect
that such sale or transfer is exempt from the  registration  requirements of the
Act and any applicable state securities laws.


         (b) Each certificate  representing this Warrant or Warrant Shares shall
bear a legend substantially in the following form:



                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  QUALIFIED  UNDER  STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,
                  PLEDGED OR OTHERWISE  TRANSFERRED UNLESS EITHER (A) COVERED BY
                  AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED,  AND  QUALIFIED  UNDER  APPLICABLE  STATE
                  SECURITIES LAWS OR (B) THE CORPORATION HAS BEEN FURNISHED WITH
                  AN OPINION OF COUNSEL  ACCEPTABLE  TO THE  CORPORATION  TO THE
                  EFFECT  THAT  NO  REGISTRATION  OR  QUALIFICATION  IS  LEGALLY
                  REQUIRED FOR SUCH TRANSFER."



The foregoing  legend shall be removed from the  certificates  representing  any
Warrants or Warrant Shares,  at the request of the holder thereof,  at such time
as they become eligible for resale pursuant to Rule 144(k) under the Act.


5. No Voting or Dividend  Rights.  Nothing  contained in this  Warrant  shall be
construed  as  conferring  upon the  Registered  Holder  the right to vote or to
consent  or to  receive  notice as a  stockholder  of the  Company  or any other
matters or any rights  whatsoever as a stockholder of the Company.  No dividends
or  interest  shall be payable  or  accrued  in  respect of this  Warrant or the
interest  represented hereby or the Warrant Shares purchasable  hereunder until,
and only to the extent that, this Warrant shall have been  exercised.  Until the
exercise of this Warrant,  the Registered  Holder shall not have or exercise any
rights by virtue hereof as a stockholder of the Company.


6. Notices of Record Date, etc.

         In case:


         (a) of any capital  reorganization of the Company, any reclassification
of the capital stock of the Company,  any consolidation or merger of the Company
with or into another  corporation (other than a consolidation or merger in which
the Company is the surviving  entity),  or any transfer of all or  substantially
all of the assets of the Company; or


         (b)  of  the  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up of the Company,


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<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.


7.  Reservation  of  Stock.  The  Company  will at all  times  reserve  and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such number of Warrant Shares and other stock,  securities and property, as from
time to time shall be issuable upon the exercise of this Warrant.


8.  Exchange of Warrants.  Upon the  surrender by the  Registered  Holder of any
Warrant or Warrants,  properly endorsed,  to the Company at the principal office
of the Company, the Company will, subject to the provisions of Section 4 hereof,
issue  and  deliver  to or upon the  order  of such  Registered  Holder,  at the
Company's  expense, a new Warrant or Warrants of like tenor, in the name of such
Registered  Holder or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant or Warrants so surrendered.


9. Lost  Warrants.  Upon  receipt of  evidence  reasonably  satisfactory  to the
Company of the loss,  theft,  destruction  or mutilation of this Warrant and (in
the case of loss, theft or destruction) upon delivery of an indemnity  agreement
(with surety in an amount reasonably satisfactory to the Company if requested by
the Company),  or (in the case of mutilation) upon surrender and cancellation of
this Warrant,  the Company will issue,  in lieu  thereof,  a new Warrant of like
tenor.


10. Transfers, etc.


         (a) The  Company  will  maintain  a register  containing  the names and
addresses of the Registered  Holders of this Warrant.  Any Registered Holder may
change its  address as shown on the warrant  register  by written  notice to the
Company requesting such change.


         (b) Subject to the provisions of Section 4 hereof, this Warrant and all
rights hereunder are  transferable,  in whole or in part, upon surrender of this
Warrant with a properly  executed  assignment (in the form of Exhibit II hereto)
at the principal office of the Company.


         (c) Until any transfer of this Warrant is made in the warrant register,
the  Company may treat the  Registered  Holder of this  Warrant as the  absolute
owner hereof for all purposes;  provided, however, that if and when this Warrant
is properly  assigned in blank,  the Company may (but shall not be obligated to)
treat  the  bearer  hereof  as the  absolute  owner  hereof  for  all  purposes,
notwithstanding any notice to the contrary.




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<PAGE>

         11. Mailing of Notices,  etc. All notices and other communications from
the  Company  to the  Registered  Holder  of this  Warrant  shall be  mailed  by
first-class  certified  or  registered  mail,  postage  prepaid,  to the address
furnished  to the  Company  in  writing  by the last  Registered  Holder of this
Warrant  who shall have  furnished  an address to the  Company in  writing.  All
notices and other  communications  from the Registered Holder of this Warrant or
in connection  herewith to the Company shall be mailed by first-class  certified
or registered mail, postage prepaid,  to the Company at its principal office set
forth  below.  If the  Company  should at any time  change the  location  of its
principal  office to a place other than as set forth below, it shall give prompt
written  notice to the  Registered  Holder of this  Warrant and  thereafter  all
references  in this  Warrant  to the  location  of its  principal  office at the
particular time shall be as so specified in such notice.


         12. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing  signed by the party against which  enforcement
of the change or waiver is sought.


         13.  Headings.  The  headings  in  this  Warrant  are for  purposes  of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant.


         14.  Governing  Law.  This Warrant will be governed by and construed in
accordance with the corporate laws of the State of New York.


         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its officer thereunto duly authorized.



                                FRONTLINE COMMUNICATIONS CORPORATION

                                -----------------------------------------------
                                By:
                                Title:

[Corporate Seal]

ATTEST:

-------------------------
[                      ]
[                      ]

                                  Address of principal office:
                                  One Blue Hill Plaza, 7th Floor
                                  P.O. Box 1548
                                  Pearl River, New York 10965




                (SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT)

                                       6

<PAGE>

                                                                       EXHIBIT I

                                  PURCHASE FORM

To:  Frontline Communications Corporation                   Dated:______________

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (No. A-1),  hereby  irrevocably  elects to purchase  ________  shares of
Common Stock covered by such Warrant.  The undersigned herewith makes payment of
$____________,  in lawful  money of the  United  States,  representing  the full
purchase  price for such  shares at the  price  per share  provided  for in such
Warrant.



                                Signature:
                                          ---------------------------------




                                       7
<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. A-1) with respect to the number of shares of Common Stock
covered thereby set forth below, unto:

Name of Assignee             Address                             No. of Shares
----------------             -------                             -------------


Dated:                                 Signature:
      -------------------------                  ------------------------------

Dated:                                 Witness:
      -------------------------                --------------------------------






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