PROMISSORY NOTE

                            LOAN DATE: June 20, 2000
                           PRINCIPAL AMOUNT: $728,600
                           INTEREST RATE: 4% PER ANNUM

     FOR  VALUE  RECEIVED,  the  undersigned,   Frontline  Communications  Corp.
("Maker"),  promises  to  pay to the  order  of  Delanet,  Inc.  ("Payee"),  the
principal  amount of Seven Hundred and Twenty Eight Thousand Six Hundred dollars
($728,600)  (the "Note Amount") in lawful money of the United States of America,
together  with  interest  on the unpaid  Note Amount at the rate of 4% per annum
from June 20,  2000  until  paid in full as  provided  in  Paragraph  1 below or
converted as set forth in Paragraph 3 below.

     1.   Payment.

          a.   Principal. Maker shall pay to the Payee the Note Amount, together
               with any  interest  thereon,  in full in one payment on or before
               June 20, 2003 (the "Maturity Date");

          b.   Interest.  Maker shall make six (6) semi-annual interest payments
               in the amount of $14,572  commencing  on  December  20,  2000 and
               ending on June 20, 2003

     2.   Payments prior to the Maturity Date

          a.   Maker may  prepay the Note  Amount,  together  with any  interest
               thereon,  prior to the Maturity Date without  premium or penalty;
               and

          b.   All  payments  under this Note whether made prior to the Maturity
               Date or  otherwise  shall be  applied  first to the  accrued  and
               unpaid  interest,  second to  complete  satisfaction  of the Note
               Amount and third,  to complete  satisfaction of all other amounts
               due under the Note.

     3.   Conversion

          a.   Option and Notice. Notwithstanding the provisions of Paragraph 1,
               up to and including the Maturity  Date,  the Maker shall have the
               option to convert  the entire  Note  Amount ,  together  with any
               accrued interest thereon (the "Outstanding  Debt") due under this
               Note into unregistered  common stock of the Maker if, at any time
               during the term of this  Note,  the  closing  price of the common
               stock of the Maker,  as reported on the American  Stock  Exchange
               (or such other primary stock  exchange or quotation  system where
               the Maker's common stock is traded or quoted),  equals or exceeds
               $10 per share (the  "Trigger  Price");  provided,


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               however,  that Maker must provide Payee with written notice, sent
               by receipted overnight courier and facsimile transmission, of its
               election  to  convert  within  five (5)  business  days after the
               Trigger Price is achieved (the "Conversion Notice").  The date on
               which the  Conversion  Notice is sent by Maker to Payee  shall be
               the  "Conversion  Date."  Maker shall  deliver to Payee the stock
               certificate(s)  representing  the shares of Maker's  common stock
               issued upon  conversion  of the Note  Amount,  together  with any
               interest thereon (the  "Conversion  Shares") to Seller within ten
               (10) business days of the Conversion Date.

          b.   Conversion Price and  Calculation.  The Conversion Price shall be
               $8.00  (the  "Conversion  Price").  The  number  of shares of the
               Maker's  common  stock to be issued and  delivered  to Payee upon
               conversion  shall  be  calculated   according  to  the  following
               formula:


               Outstanding Note Amount, together with     = # of Shares
               any interest thereon as of Conversion         of Maker's
                              Date                           Common
                         Conversion Price                    Stock



          c.   Fractional  Shares.  The Maker  shall not be  obligated  to issue
               fractional  shares upon a conversion as provided herein,  but may
               pay cash in lieu of any fractional  shares due to Payee upon such
               conversion.

          d.   Reserve.  The Maker shall at all times reserve and keep available
               for issuance  upon the  conversion  of the Note Amount,  together
               with any  interest  thereon,  pursuant to the terms of this Note,
               such number of authorized  but unissued  shares of Maker's common
               stock as will  from  time to time be  sufficient  to  permit  the
               conversion  of the entire Note Amount  together with any interest
               thereon,  and shall  take all action  required  to  increase  the
               authorized  number of shares of Maker's common stock if necessary
               to permit the  conversion  of the Note Amount,  together with any
               interest thereon, in full.

          e.   Registration  Rights.  Payee is aware that the Conversion  Shares
               will not be  registered  under  the  Securities  Act of 1933,  as
               amended (the  "Securities  Act"), and that neither the Conversion
               Shares  nor  any  interest  therein  may  be  sold,  pledged,  or
               otherwise transferred unless the Conversion Shares are registered
               under the Securities Act or qualifies for an


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               exemption   under  the  Securities   Act.   Notwithstanding   the
               foregoing,  the parties  recognize  that Maker has granted  Payee
               certain  registration  rights  with  respect  to  the  Conversion
               Shares,  the  terms of which  are set  forth in the  Registration
               Rights Agreement executed by the parties on even date.

4.   Collateral. This Note is secured by the assets listed on Exhibit A attached
hereto.

5.   Default. Maker will be in default if any of the following happens: a) Maker
fails to make any payment of the Note Amount or interest thereon under this Note
when due; or b) Maker becomes insolvent, a receiver is appointed for any part of
Maker's property, Maker makes an assignment for the benefit of creditors, or any
processing is commenced either by Maker or against Maker under any bankruptcy or
insolvency  laws.  If any  default  is  curable  and if Maker has not been given
notice  of a breach of the same  provision  of this Note  within  the  preceding
twelve (12)  months,  such default may be cured (and no event of default will be
deemed to have occurred) if Maker,  after receiving written notice from Payee of
the  occurrence of a default:  i) cures the default within fifteen (15) days; or
ii) in the event of a default under subsection 5.b above,  immediately initiates
steps  which  the  Payee  deems  in  the  Payee's  reasonable  discretion  to be
sufficient  to cure the default  and  thereafter  continues  and  completes  all
reasonable  and  necessary  steps  sufficient  to remedy the  default as soon as
reasonably practical.

6.   In the event of a default by the Maker which default is not cured  pursuant
to the terms of  Paragraph 5 above,  it is hereby  agreed  that the  non-compete
provisions set forth in a) Section 6.2 of the Asset Purchase  Agreement  between
Maker and Payee dated June 20, 2000; b) the Consulting  Agreement  between Maker
and Donald McIntire dated June 20, 2000; and c) the Consulting Agreement between
Maker and Mike Brown dated June 20, 2000 shall be deemed null and void and shall
have no further force and effect. In addition,  in the event of a default by the
Maker,  the Payee shall be entitled to exercise  any and all rights  afforded it
under the Pledge and Security Agreement executed by the parties on even date.

7.   The Maker waives presentment,  protest, notice of dishonor and the right to
assert  in any  action  or  proceeding  with  regard  to the Note any  offset or
counterclaims which the Maker may have.

8.   No failure or delay by the Payee in exercising  any right  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right preclude other or further  exercises  thereof or the exercise of any other
right;  and the Payee may extend the time of payment of the Note,  postpone  the
enforcement  hereof,  grant any other  indulgences  and/or  add or  release  any
security  for this Note or any party  primarily  or  secondarily  liable  hereon
without


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affecting or diminishing the Payee's right of recourse  against the Maker or any
grantor hereof, which right is hereby expressly reserved.

9.   The Maker will pay all costs and expenses,  including reasonable attorneys'
fees and disbursements, incurred by the Payee in connection with the enforcement
of this Note.

10.  This Note shall be governed by, and construed in accordance  with,  the law
of the state of Delaware.


Maker:


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Frontline Communications Corp.
By:
Title:
Dated: