Exhibit 10.28


THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE AND THE SECURITIES  ISSUABLE UPON
EXERCISE  THEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF  SECURITIES),  OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY,  STATING  THAT  AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS
AVAILABLE.

                            EXERCISABLE ON OR BEFORE
                  5:00 P.M., NEW YORK TIME, SEPTEMBER 16, 2008

No. __________                                                 150,000  Warrants

                                     WARRANT

         This Warrant certifies that Platinum Partners Value Arbitrage Fund, LLP
or registered assigns, is the registered holder of Warrants to purchase,  at any
time during the period (the "Warrant Exercise Period") commencing  September 16,
2003  and  expiring  5:00  P.M.  New  York  City  time  on  September  16,  2008
("Expiration  Date"),  up to 150,000 shares (the "Warrant Shares") of fully-paid
and  non-assessable  common stock, no par value per share (the "Common Shares"),
of Frontline Communications  Corporation, a Delaware corporation (the "Company")
subject to the terms and  conditions  set forth  herein.  This  Warrant  and any
Warrant resulting from a transfer or subdivision of this Warrant shall sometimes
hereinafter be referred to as a "Warrant" or,  collectively,  as the "Warrants".
This  Warrant is one of a series of warrants  being  issued as part of a private
offering  (the  "Offering")  pursuant  to  a  Stock  Purchase  Agreement,  dated
September 16, 2003.



<PAGE>

         I. Exercise of Warrants.  Each Warrant is  exercisable  to purchase one
Warrant  Share at an  initial  purchase  price of $0.40 per  Share,  subject  to
adjustment as set forth herein,  payable in cash or by check to the order of the
Company.  Upon  surrender  of this  Warrant with the annexed Form of Election to
Purchase  duly  executed,  together  with  payment  of the  Purchase  Price  (as
hereinafter  defined)  for  the  Warrant  Shares  purchased,  at  the  Company's
principal  offices  (presently  located at One Blue Hill Plaza,  P.O.  Box 1548,
Pearl River,  New York 10965) the  registered  holder of a Warrant  ("Holder" or
"Holders")  shall be entitled to receive a certificate or  certificates  for the
shares so  purchased.  The  purchase  rights  represented  by this  Warrant  are
exercisable at the option of the Holder hereof,  in whole or in part (but not as
to fractional  Common Shares).  In the case of the purchase of less than all the
Warrant  Shares  purchasable  under this Warrant,  the Company shall cancel said
Warrant upon the  surrender  thereof and shall execute and deliver a new Warrant
of like tenor for the balance of the Warrant Shares purchasable thereunder.


         2. Cashless  Exercise.  At any time during the Warrant Exercise Period,
the Holder may, at its option, exchange the Warrants represented by this Warrant
Certificate,  in whole or in part (a  "Warrant  Exchange"),  into the  number of
Warrant  Shares  determined in accordance  with this Section 2, by  surrendering
this Warrant Certificate at the principal office of the Company accompanied by a
notice  stating  such  Holder's  intent to effect such  exchange,  the number of
Warrant  Shares to be exchanged  and the date on which the Holder  requests that
such Warrant  Exchange  occur (the "Notice of Exchange").  The Warrant  Exchange
shall take place on the date  specified  in the Notice of Exchange or, if later,
the date the Notice of  Exchange  is  received  by the  Company  (the  "Exchange



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<PAGE>

Date").  Certificates for the Warrant Shares issuable upon such Warrant Exchange
and,  if  applicable,   a  new  Warrant   Certificate   (a  "Remainder   Warrant
Certificate")  of like tenor  evidencing  the Warrants which were subject to the
surrendered Warrant Certificate and not included in the Warrant Exchange,  shall
be issued as of the Exchange  Date and  delivered to the Holder  within five (5)
business  days  following  the Exchange  Date.  In  connection  with any Warrant
Exchange,  the  Holder's  Warrant  Certificate  shall  represent  the  right  to
subscribe for and acquire (I) the number of Warrant Shares  (rounded to the next
highest  integer)  equal to (A) the number of Warrant  Shares  specified  by the
Holder in its Notice of Exchange (the "Total Warrant Share Number") less (B) the
number of Warrant  Shares  equal to the  quotient  obtained by dividing  (i) the
product of the Total  Warrant Share Number and the existing  Exercise  Price per
Warrant  Share by (ii) the current  Market Price (as  hereinafter  defined) of a
Common Share, and (II) a Remainder Warrant Certificate,  if applicable.  "Market
Price" at any date shall be deemed to be the average closing prices for the last
five trading days, as officially reported by the American Stock Exchange.


         3. Issuance of  Certificates.  Upon the exercise of the  Warrants,  the
issuance of certificates  for the Warrant Shares shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder
thereof,  and such  certificates  shall  (subject to the provisions of Article 4
hereof)  be issued in the name of, or in such names as may be  directed  by, the
Holder thereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and  delivery of any such  certificates  in a name other than that of the Holder
and the  Company  shall not be required  to issue or deliver  such  certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the  Company  the  amount of such tax or shall have  established  to the
satisfaction of the Company that such tax has been paid.



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<PAGE>

         The  certificates  representing the Warrant Shares shall be executed on
behalf of the Company by the manual or  facsimile  signature  of those  officers
required to sign such certificates under applicable law.

         This Warrant and, upon  exercise of the Warrants,  in part or in whole,
certificates  representing the Warrant Shares shall bear a legend  substantially
similar to the following:

         "The  securities   represented  by  this   certificate  have  not  been
         registered  under the Securities Act of 1933, as amended  ("Act"),  and
         may  not be  offered  or  sold  except  (i)  pursuant  to an  effective
         registration  statement  under the Act, (ii) to the extent  applicable,
         pursuant to Rule 144 under the Act (or any similar  rule under such Act
         relating to the disposition of securities),  or (iii) upon the delivery
         by the  holder to the  Company of an  opinion  of  counsel,  reasonably
         satisfactory  to counsel to the issuer,  stating that an exemption from
         registration under such Act is available."

         4. Restriction on Transfer of Warrants.  The Holder of this Warrant, by
its acceptance  thereof,  covenants and agrees that the Warrants and the Warrant
Shares  are  being  acquired  as an  investment  and  not  with  a  view  to the
distribution  thereof.  The Holder  shall be  entitled  to all of the rights set
forth in the Registration  Rights Agreement between such holder and the Company,
dated as of the date hereof.

         5. Price.

              5.1.  Initial and Adjusted  Purchase Price.  The initial  purchase
price of each Warrant  shall be $0.40 per Common  Share.  The adjusted  purchase
price shall be the price  which shall  result from time to time from any and all
adjustments of the initial  purchase price in accordance  with the provisions of
Article 6 hereof.



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<PAGE>

              5.2.  Purchase Price.  The term "Purchase Price" herein shall mean
the initial  purchase price or the adjusted  purchase price,  depending upon the
context.

         6. Adjustments of Purchase Price and Number of Warrant Shares.

              6.1. Dividends and Distributions. In case the Company shall at any
time pay a dividend in Common Shares,  then upon such dividend or  distribution,
the Purchase Price in effect immediately prior to such event shall be reduced to
a price  determined  by dividing an amount  equal to the total  number of Common
Shares outstanding immediately prior to such dividend or distribution multiplied
by  the  Purchase  Price  in  effect  immediately  prior  to  such  dividend  or
distribution by the total number of Common Shares outstanding  immediately after
such issuance or sale.

              6.2. Subdivision and Combination. In case the Company shall at any
time  subdivide or combine the  outstanding  Common  Shares,  the Purchase Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

              6.3.  Adjustment in Number of Warrant Shares. Upon each adjustment
of the Purchase  Price  pursuant to the provisions of this Article 5, the number
of Warrant  Shares  issuable upon the exercise of each Warrant shall be adjusted
to the nearest full Share by multiplying a number equal to the Purchase Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
issuable upon exercise of the Warrants  immediately prior to such adjustment and
dividing the product so obtained by the adjusted Purchase Price.



                                       5
<PAGE>

              6.4. Reclassification,  Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding Common Shares (other than a change
in par value to no par value,  or from no par value to par value, or as a result
of a subdivision or  combination),  or in the case of any  consolidation  of the
Company with, or merger of the Company into,  another  corporation (other than a
consolidation  or merger in which the Company is the surviving  corporation  and
which  does not  result in any  reclassification  or  change of the  outstanding
Common  Shares,  except a change as a result of a subdivision  or combination of
such shares or a change in par value, as aforesaid), or in the case of a sale or
conveyance to another corporation of the property of the Company as an entirety,
the Holder  shall  thereafter  have the right to purchase the kind and number of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,  change,  consolidation,  merger, sale or conveyance as if the
Holder were the owner of the Warrant Shares immediately prior to any such events
at a price  equal to the  product  of (x) the  number  of shares  issuable  upon
exercise of the Warrants and (y) the Purchase Price in effect  immediately prior
to the record date for such  reclassification,  change,  consolidation,  merger,
sale or conveyance as if such Holder had exercised the Warrants.

              7.  Exchange  and   Replacement  of  Warrants.   Each  warrant  is
exchangeable without expense, upon the surrender hereof by the registered Holder
at the  principal  executive  office of the  Company,  for a new Warrant of like
tenor and date  representing  in the  aggregate  the right to purchase  the same
number of Warrant  Shares in such  denominations  as shall be  designated by the
Holder thereof at the time of such surrender.



                                       6
<PAGE>

                  Upon   receipt   by  the   Company  of   evidence   reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any Warrant,
and, in case of loss, theft or destruction,  of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company  will make and  deliver a new Warrant of like tenor,  in
lieu thereof.

         8.  Elimination  of  Fractional  Interests.  The  Company  shall not be
required to issue certificates representing fractions of Common Shares and shall
not be required to issue scrip or pay cash in lieu of fractional  interests,  it
being  the  intent  of the  parties  that  all  fractional  interests  shall  be
eliminated  by rounding  any  fraction up to the nearest  whole number of Common
Shares.

         9. Reservation of Warrant Shares. The Company has reserved a sufficient
number of Common Shares for issuance upon exercise of the Warrants.  The Company
covenants  and agrees  that,  upon  exercise of the  Warrants and payment of the
Purchase Price therefor,  all Common Shares issuable upon such exercise shall be
duly and  validly  issued,  fully  paid,  nonassessable  and not  subject to the
preemptive rights of any shareholder.

         10.  Notices to Warrant  Holders.  Nothing  contained in this Agreement
shall be construed as conferring upon the Holder or Holders the right to vote or
to consent or to receive  notice as a shareholder  in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights  whatsoever as a shareholder  of the Company.  If,  however,  at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:



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<PAGE>

                                     (a) the Company  shall take a record of the
                  holders  of its  shares of Common  Shares  for the  purpose of
                  entitling them to receive a dividend or  distribution  payable
                  otherwise  than in cash,  or a cash  dividend or  distribution
                  payable otherwise than out of current or retained earnings, as
                  indicated  by the  accounting  treatment  of such  dividend or
                  distribution on the books of the Company; or

                                     (b)  the  Company  shall  offer  to all the
                  holders of its Common Shares any additional  shares of capital
                  stock  of  the  Company  or  securities  convertible  into  or
                  exchangeable  for shares of capital  stock of the Company,  or
                  any option, right or warrant to subscribe therefor; or

                                     (c) a  dissolution,  liquidation or winding
                  up  of  the  Company   (other  than  in   connection   with  a
                  consolidation or merger) or a sale of all or substantially all
                  of its property,  assets and business as an entirety  shall be
                  proposed;

then, in any one or more of said events,  the Company shall give written  notice
of such  event at least  fifteen  (15) days  prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
shareholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such  proposed  dissolution,  liquidation,  winding up or sale.  Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be.  Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection  with the  declaration  or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable  securities or subscription rights,  options or warrants, or any
proposed dissolution, liquidation, winding up or sale.



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<PAGE>

         11. Notices. All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

                                     (a)  If  to  a  registered  Holder  of  the
                  Warrants,  to the address of such Holder as shown on the books
                  of the Company; or
                                     (b) If to the  Company,  to the address set
                  forth in Section 1 of this  Agreement or to such other address
                  as the Company may designate by notice to the Holders.

         12.  Successors.  All the covenants and provisions of this Agreement by
or for the benefit of the Company and the Holders  inure to the benefit of their
respective successors and assigns hereunder.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the day and year first above written.

                        Frontline Communications Corporation



                        By: /s/
                            -----------------------------------------------
                            Name: Stephen J. Cole-Hatchard
                            Title: Chief Executive Officer

Attest:,



By: /s/
    -----------------------------------------
    Amy Wagner-Mele
    Corporate Secretary

(Corporate Seal)



                                       9
<PAGE>


                         [FORM OF ELECTION TO PURCHASE]


         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented  by this Warrant  Certificate,  to purchase  ___________  Shares and
herewith tenders in payment for such Shares cash or a check payable to the order
of Frontline  Communications  Corporation in the amount of $___________,  all in
accordance with the terms hereof.  The  undersigned  requests that a certificate
for such Shares be registered in the name of ____________________, whose address
is               _______________________________________________________________
_____________,  and that such  Certificate  be delivered  to,  whose  address is
___________________.


Dated:                                      Signature: ________________________

                                                     (Signature  must conform in
                                                     all  respects  to  name  of
                                                     holder as  specified on the
                                                     face    of   the    Warrant
                                                     Certificate.)


                        --------------------------------

                        --------------------------------
                        (Insert Social Security or Other
                          Identifying Number of Holder)


<PAGE>

                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)


         FOR  VALUE  RECEIVED   ________________________________  hereby  sells,
assigns and transfers  unto(Please  print name and address of  transferee)  this
Warrant  Certificate,  together with all right, title and interest therein,  and
does hereby  irrevocably  constitute  and appoint  _____________,  Attorney,  to
transfer  the  within  Warrant  Certificate  on the  books  of the  within-named
Company, with full power of substitution.


Dated:                              Signature:

                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant Certificate)


--------------------------------

--------------------------------
(Insert Social Security or Other
Identifying Number of Assignee)