ASSET PURCHASE AGREEMENT

     AGREEMENT  dated  as of June  20,  2000  (the  "Agreement"),  by and  among
Frontline Communications Corp. a Delaware corporation,  having an address at One
Blue Hill Plaza, Suite 1548, Pearl River, New York ("Purchaser"); DelaNET, Inc.,
a Delaware  corporation,  with a  principal  place of  business  at 262  Quigley
Boulevard,  New Castle  Delaware,  19720  ("Seller");  Michael  Brown,  a 45.05%
shareholder in Seller with an address at 2 Misty Court,  Newark,  Delaware 19702
and  Donald  McIntire,  a 45.05%  shareholder  in Seller  with an address at 432
Hickory  Ave.,  Carney's  Point,  New  Jersey  08069  (Brown  and  McIntire  are
collectively referred to herein as the "Shareholders").

                              W I T N E S S E T H :
                              - - - - - - - - - -

          WHEREAS,  Seller is in the business of, inter alia, providing dial-up,
leased-line  access,  DSL, wireless access, web hosting services and co-location
space to  individuals  and  businesses  in the states of  Delaware,  New Jersey,
Pennsylvania and Maryland (the "Business"); and

          WHEREAS,  Seller wishes to sell to Purchaser,  and Purchaser wishes to
purchase from Seller,  all of the Business and assets of Seller,  upon the terms
and subject to the conditions set forth herein.

          NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
covenants and  agreements  herein  contained,  and intending to be legally bound
hereby, the parties hereto do hereby agree as follows:

     1. Purchase and Sale.

          1.1. Purchase and Sale Agreement.  Subject to the terms and conditions
     set  forth in this  Agreement  and in  reliance  upon the  representations,
     warranties,  covenants and conditions herein contained, on the Closing Date
     (as  defined  in  Section 2 hereof)  Seller  shall  sell,  convey,  assign,
     transfer and deliver to Purchaser and Purchaser  shall purchase from Seller
     the Assets (as  defined in Section 1.2  hereof),  free and clear of any and
     all liens,  claims,  security interests,  pledges,  mortgages,  charges and
     encumbrances  of any  nature  whatsoever  other  than  those  reflected  on
     Schedule 1.1.

          1.2. Purchased Assets. As used in this Agreement,  the term "Purchased
     Assets" shall mean all of the properties and assets listed in Schedule 1.2,
     which are owned by the Seller or otherwise employed,  used or available for
     use in the Business, real and personal,  tangible and intangible,  of every
     kind and nature, wherever located,  including:  1) all assets,  trademarks,
     trade names, service marks, patents, contracts and other similar rights; 2)
     all dial-up,  corporate and similar accounts (including approximately 9,300
     internet  service  subscribers,  and a current  annualized  revenue base of
     approximately  $1.93  Million);  3) all other customer and client bases; 4)
     all rights and  interest to all  potential  and actual  future  dial-up and
     dedicated subscribers, including those contacting Seller for the purpose of
     obtaining  dial-up  Internet  access,  web development and hosting;  5) all
     hardware and equipment  (including but not limited to routers,  servers and
     modems), software and related assets, including e-mail servers, systems and

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     addresses;  6) all web servers,  systems and  addresses;  7) all  telephone
     numbers, services,  contracts and leases; 8) all rights and interest in all
     current  marketing  and  advertising  contracts,   materials  and  efforts,
     including but not limited to the current  telephone yellow page ads; 9) all
     rights to Seller's name and logos;  10) the domain name  "delanet.com"  and
     any other domain names registered to the Seller; 11) all accounts and notes
     receivable, cash and cash equivalents;  12) two year non-compete agreements
     entered into by the  Shareholders  and the Seller,  as set forth in Section
     6.2;  and  13)  two  year  consulting   agreements   entered  into  by  the
     Shareholders, as set forth in Exhibit A.

          1.3.  Assumed  Liabilities.  Subject to the terms and  conditions  set
     forth  in  this  Agreement  and  in  reliance  upon  the   representations,
     warranties,  covenants and conditions herein contained, on the Closing Date
     (as defined in Section 2 below),  Purchaser  shall  assume,  and shall only
     assume  Seller's  obligations  which  are set  forth on  Schedule  1.3 (the
     "Assumed Liabilities");  provided, however, that anything in this Agreement
     contained to the contrary  notwithstanding,  liabilities and obligations of
     Seller,  the  existence  of  which  constitutes  a  breach  of  any  of the
     representations  or warranties  made by Seller in this  Agreement or in any
     document delivered by it pursuant hereto,  including,  without  limitation,
     any  liability for income or other taxes,  penalties and interest  thereon,
     accrued or assessed against the Seller by any governmental  authority prior
     the Closing Date, shall not constitute Assumed Liabilities. All liabilities
     which are not included among the Assumed  Liabilities are deemed  "Retained
     Liabilities".  As of the Closing Date, the Assumed  Liabilities  should not
     exceed the total tangible assets as set forth in Schedule 1.2.

          1.4. Consideration. Subject to Section 1.5 below, the consideration to
     be paid by Purchaser to Seller for the Assets will be Three  Million  Fifty
     Thousand Dollars ($3,050,000) (the "Purchase Price") to be paid as follows:

          a.   One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000)
               cash shall be paid to Seller on the Closing  Date in  immediately
               available funds (the "Cash Consideration"), plus an additional;

          b.   Two Hundred Fifty  Thousand  Dollars  ($250,000)  cash,  shall be
               placed in escrow on the Closing Date (the "Escrowed  Amount") and
               distributed  in  accordance  with the Escrow  Agreement  attached
               hereto as Exhibit B;

          c.   Two  Hundred   Thousand   (200,000)  shares  of  the  Purchaser's
               unregistered  Common Stock, par value $0.01 per share (the "Share
               Consideration")  valued (solely for the purposes of determination
               of the  amount of the Note,  as  defined  below)  based  upon the
               average  closing  bid price as  reported  by the  American  Stock
               Exchange  for the twenty (20)  trading  days prior to the Closing
               Date. The Share Consideration shall be subject to certain lock-up
               limitations as set forth in the Lock-Up  Agreement annexed hereto
               as Exhibit C.

          d.   The  remainder of the Purchase  Price (i.e.,  the Purchase  Price
               less the Cash  Consideration  less the  Escrowed  Amount less the
               value  of the  Share  Consideration  at  Closing)  shall  be paid
               pursuant  to the  terms  of the  convertible  note  (the  "Note")
               annexed hereto as Exhibit D.

          e.   The  Purchase  Price shall be  allocated as set forth in Schedule
               1.4.


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          1.5. Purchase Price Adjustment.  The Escrowed Amount shall be adjusted
     in accordance  with the Escrow  Agreement  attached hereto as Exhibit B. To
     the extent that on the ninetieth (90th) day following the Closing Date (the
     "Transition  Period")  the number of internet  service  subscribers  of the
     Seller is less than 9,250 (the "Customer  Shortfall")  (including,  for the
     purposes of this Section 1.5, any subscriber whose service is provided on a
     complimentary basis), the Escrowed Amount shall be reduced by $150 for each
     internet   service   subscriber   less  than  9,250  (the  "Purchase  Price
     Adjustment").  Purchaser  agrees  not to raise  customer  rates  during the
     Transition  Period.  For the  purpose of this  Section  1.5,  an  "Internet
     Service  Subscriber"  shall be defined for the purposes of this Section 1.5
     as each service billed for by Seller to a customer, including, for purposes
     of  illustration  only,  dial up access;  domain e-mail (to the extent that
     Seller currently bills for such services); web site hosting; dedicated line
     services;  and  Real  Audio  accounts.  It is  recognized  that  individual
     customers may purchase more than one of such  services,  in which case such
     customer  shall be counted for  purposes of this  Agreement  and the Escrow
     Agreement as more than one "Internet Service Subscriber."

               Any Escrowed Amount pursuant to paragraph  I.4(b) above remaining
          on the  91st day  following  the  Closing  Date  shall be  immediately
          delivered  to the  Seller in  accordance  with the terms of the Escrow
          Agreement.  To the extent the aggregate  Purchase Price  Adjustment as
          determined  above exceeds the Escrowed  Amount,  the excess amount due
          shall be  delivered  by the  Seller to the  Purchaser  on the 91st day
          following the Closing Date.

          1.6.  Pre-Paid  Accounts.  Purchaser  agrees  to accept  the  Seller's
     pre-paid accounts as of the Closing Date.

          1.7.  Accounts  Payable.  As of the Closing Date,  the total  accounts
     payable to be assumed by the Purchaser  (the  "Accounts  Payable"),  as set
     forth on Schedule 1.7, shall not exceed $646,930.23 The parties acknowledge
     that the  Accounts  Payable  set  forth on  Schedule  1.7  include  certain
     disputed  invoices in the amount of  $223,302.00,  as indicated on Schedule
     1.7. The Shareholders agree, subsequent to the Closing Date, to continue to
     dispute such invoices in an attempt to reduce the Accounts  Payable,  which
     savings shall inure to the benefit of the Purchaser.

     2. The  Closing.  The  closing  of the  transactions  contemplated  by this
Agreement  will  take  place  at  the  offices  of  the  Purchaser  as  soon  as
practicable,  but in no event later than June 20, 2000 (the  "Closing  Date") or
such later date as shall be agreed to by the parties.

          2.1. Deliveries by Purchaser at the Closing. At the Closing, Purchaser
     shall deliver the following:

               (a) copies of  resolutions  adopted by the Board of  Directors of
          Purchaser  authorizing  Purchaser to execute and deliver the Purchaser
          Documents  (defined  in Section 4.2 hereof) to which it is a party and
          to perform its obligations  thereunder,  upon the terms and subject to
          the conditions set forth therein, which shall be duly certified by the
          Secretary or Assistant Secretary of Purchaser;


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               (b)  certificate  of the  Secretary  or  Assistant  Secretary  of
          Purchaser  certifying  as to (i) the  performance  of the  Purchaser's
          obligations  hereunder  and under the  Purchaser  Documents;  (ii) the
          accuracy of the Purchaser's  representations and warranties  hereunder
          and under  the  Purchaser  Documents  and  (iii)  the  incumbency  and
          specimen  signatures  of  the  officers  of  Purchaser  executing  the
          Purchaser Documents on behalf of such corporation;

               (c) the Cash Consideration as set forth in Section 1.4(a);

               (d) $250,000 in immediately  available  funds to the escrow agent
          under the Escrow Agreement;

               (e) 200,000 duly  authorized  issued shares of Common Stock,  par
          value $.01, of Purchaser;

               (f) the Note as set forth in Section 1.4(c);

               (g) two year Consulting  Agreements  between  Purchaser and Brown
          and McIntire (the "Consulting Agreements"), in the form annexed hereto
          as Exhibits E and F;

               (h) Escrow Agreement in the form annexed hereto as Exhibit B;

               (i) A Registration Rights Agreement in the form annexed hereto as
          Exhibit G; and

               (j) Closing  Side  Letter  relating  to bank  account  access and
          collection  of  accounts  receivable  in the form  annexed  hereto  as
          Exhibit H.

          2.2. Deliveries by Seller at the Closing. At the Closing, Seller shall
     deliver to Purchaser, the following:

               (a)  Copies of  resolutions  adopted  by the  Seller  authorizing
          Seller to execute and deliver the Seller Documents (defined in section
          3.3  hereof)  to which it is a party and to  perform  its  obligations
          thereunder,  upon the terms and  subject to the  conditions  set forth
          therein,  duly  certified by the  Secretary or Assistant  Secretary of
          Seller;

               (b) Certificate of the Secretary or Assistant Secretary of Seller
          certifying  as to (i)  the  performance  of the  Seller's  obligations
          hereunder  and under the Seller  Documents;  (ii) the  accuracy of the
          Seller's representations and warranties hereunder and under the Seller
          Documents  and (iii) the  incumbency  and specimen  signatures  of the
          officers of Seller  executing  the Seller  Documents on behalf of such
          corporation;

               (c) Legal  opinion  of  Richards,  Layton & Finger,  counsel  for
          Seller in the form and substance attached hereto as Exhibit I;


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               (d) Duly  executed  "Registrant  Name  Change  Agreement  Version
          3.0-Transfers"  with proof of submission to Network  Solutions,  Inc.,
          authorizing  the transfer of domain name(s) set forth in Schedule 3.12
          to Purchaser;

               (e) Bill of Sale and  Assignment  pursuant  to Section 6.7 in the
          form attached hereto as Exhibit J;

               (f) A current  customer count certified as accurate by the Seller
          in the form attached hereto as Exhibit K;

               (g) Duly executed  Lock-Up  Agreements on behalf of the Seller in
          the form attached hereto as Exhibit C; and

               (h)  Documentation  sufficient  to  transfer  authority  and  all
          control of Seller's bank account(s) to Purchaser.

          2.3.  Other  Deliveries.  In addition,  the parties  shall execute and
     deliver such other  documents as may be required by this  Agreement  and as
     either of them or their respective  counsel may reasonably require in order
     to document and carry out the transactions contemplated by this Agreement.

     3.  Representations  and Warranties as to Seller.  Seller and  Shareholders
each represent and warrant to Purchaser as follows:

          3.1.  Organization,  Standing and Power.  Seller is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     state of  Delaware,  with full power and  authority  to (i) own,  lease and
     operate its properties,  (ii) carry on the Business as currently  conducted
     by it and (iii) execute and deliver,  and perform under this  Agreement and
     each other  agreement  and  instrument  to be executed and  delivered by it
     pursuant  hereto.  There  are no  states  or  jurisdictions  in  which  the
     character and location of any of the properties  owned or leased by Seller,
     or the conduct of the Business  makes it necessary for Seller to qualify to
     do business as a foreign  entity except where such failure to qualify would
     not, in the aggregate, have a material adverse effect on the Business.

          3.2.  Interests  in Other  Entities.  There are no direct or  indirect
     subsidiaries of Seller.

          3.3. Authority. The execution and delivery by Seller of this Agreement
     and of all of  the  agreements  to be  executed  and  delivered  by  Seller
     pursuant hereto (collectively,  the "Seller Documents"), the performance by
     Seller of its obligations hereunder and thereunder, and the consummation of
     the  transactions  contemplated  hereby  and  thereby,  have  been duly and
     validly authorized by all necessary action on the part of Seller and Seller
     has all necessary power and corporate authority with respect thereto.  This
     Agreement   is,  and  when   executed  and  delivered  by  Seller  and  the
     Shareholders,  and each of the other  agreements  to be  delivered  by them
     pursuant  hereto will be, the valid and binding  obligations  of the Seller
     and the  Shareholders,  in accordance with their respective terms except as
     the  same  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
     moratorium or other laws  affecting  the rights of creditors  generally and


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<PAGE>


     subject to the rules of law  governing  (and all  limitations  on) specific
     performance, injunctive relief, and other equitable remedies.

          3.4. Noncontravention.  Except as provided in Schedule 3.4 to the best
     of the Seller's knowledge,  neither the execution and delivery by Seller of
     this  Agreement  or of  any  other  Seller  Documents  to be  executed  and
     delivered  by  them,  nor  the  consummation  of any  of  the  transactions
     contemplated hereby or thereby, nor the performance by them of any of their
     obligations hereunder or thereunder, will (nor with the giving of notice or
     the lapse of time or both  would) (a) give rise to a default,  or any right
     of termination,  cancellation or acceleration,  or otherwise be in conflict
     with or result in a loss of  contractual  benefits to Seller,  under any of
     the terms, conditions or provisions of any note, bond, mortgage, indenture,
     license, agreement or other instrument or obligation to which it is a party
     or by which it may be  bound,  or  except  as set  forth in  Schedule  3.4,
     require  any  consent,  approval  or  notice  under  the  terms of any such
     document or instrument, or (b) violate any order, writ, injunction, decree,
     law,  statute,  rule or regulation of any court or  governmental  authority
     which is applicable to Seller,  or (c) result in the creation or imposition
     of any lien, adverse claim, restriction,  charge or encumbrance upon any of
     the Purchased Assets,  or (d) interfere with or otherwise  adversely affect
     the ability of Purchaser to carry on the Business after the Closing Date on
     substantially  the same basis as is now  conducted by Seller  except as the
     same would not, in the  aggregate,  have a material  adverse  effect on the
     Business.  To the best of  Seller's  knowledge,  no  consent,  approval  or
     authorization   of,  or  declaration,   filing  or  registration  with  any
     government  or  regulatory  authority is required to be made or obtained in
     order to permit the execution, delivery or performance of this Agreement by
     the Seller or the  consummation  of the  transactions  contemplated by this
     Agreement.

          3.5.  Absence  of  Undisclosed  Liabilities.  Except  as  provided  in
     Schedule 3.5,  Seller has no material  liabilities  or  obligations  of any
     nature  whatsoever,   whether  accrued,   matured,   unmatured,   absolute,
     contingent, direct or indirect or otherwise, which have not been (a) in the
     case of liabilities  and obligations of a type  customarily  reflected on a
     corporate balance sheet, prepared in accordance with GAAP, set forth on the
     balance sheet dated March 31, 2000, or (b) incurred in the ordinary  course
     of  business  since  March 31,  2000,  or (c) in the case of other types of
     liabilities and  obligations,  expressly  described in Schedule 1.3, or (d)
     incurred, consistent with past practice, in the ordinary course of business
     of Seller (in the case of liabilities  and obligations of the type referred
     to in clause (a) above).

          3.6. Accounts and Notes Receivable. To the best of Seller's knowledge,
     the  accounts and notes  receivable  set forth on Schedule 3.6 are good and
     collectible  in the ordinary  course of business at the aggregate  recorded
     amounts thereof,  less the respective amount of the allowances for doubtful
     accounts  receivable,  if any,  reflected  thereon,  and are not subject to
     offsets  other  than in the  ordinary  course of  business.  To the best of
     Seller's  knowledge,  the  accounts  receivable  of Seller which were added
     after March 31, 2000, are good and  collectible  in the ordinary  course of
     business,   less  the  amount  of  the   allowance(s)  for  doubtful  notes
     receivable, if any, reflected thereon (which allowances were established on
     a basis  consistent  with prior  practice),  and are not subject to offsets
     other  than in the  ordinary  course of  business.  The  intangible  assets
     reflected on the balance  sheet dated March 31, 2000 and  thereafter  added
     consist of items which have


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<PAGE>


     been written down to net realizable value or adequately reserved against on
     the books and records of Seller. For purposes hereof,  subscriber  accounts
     are not deemed to be intangible assets.

          3.7.  Absence of Changes.  Except as provided in Schedule  3.7,  since
     March 31, 2000,  there have not been (a) any adverse  change (other than in
     the ordinary course of business) in the condition (financial or otherwise),
     assets,  liabilities,  business,  results  of  operations  or cash flows of
     Seller (including,  without  limitation,  any such adverse change resulting
     from damage,  destruction or other casualty loss, whether or not covered by
     insurance),  (b) any waivers by Seller of any right, or cancellation of any
     debt or claim,  of substantial  value, or (c) any changes in the accounting
     principles or methods which are utilized by Seller which, in the aggregate,
     would have a material adverse effect on the Business.

          3.8.  Litigation.  Except as set forth in Schedule  3.8,  there are no
     claims,   suits  or  actions,  or  administrative,   arbitration  or  other
     proceedings  or  governmental  investigations,  pending  or,  to  the  best
     knowledge of Seller,  threatened,  against or relating to Seller (solely as
     it may relate to the Business), the transactions contemplated hereby or any
     of the Purchased  Assets.  Except as provided in Schedule 3.8, there are no
     judgments, orders, stipulations,  injunctions,  decrees or awards in effect
     which relate to Seller, this Agreement, the transactions contemplated,  the
     Business  or any of the  Purchased  Assets,  the  effect of which is (a) to
     materially  limit,  restrict,  regulate,  enjoin or prohibit  any  business
     practice  of  Seller  in any  area,  or the  acquisition  by  Seller of any
     properties,  assets or businesses,  or (b) otherwise  materially adverse to
     the Business or any of the Purchased Assets.

          3.9.  No  Violation  of Law.  To the best of the  Seller's  knowledge,
     Seller has not engaged and is not  engaging in any  activity or omitting to
     take any action as a result of which it is in violation  of any law,  rule,
     regulation,  zoning  or other  ordinance,  statute,  order,  injunction  or
     decree,   or  any  other  requirement  of  any  court  or  governmental  or
     administrative body or agency, applicable to Seller, the Business or any of
     the Purchased Assets that would, in the aggregate,  have a material adverse
     effect on the Business.

          3.10.  Properties.  All structures and equipment which are utilized in
     the Business, and are material to the condition (financial or otherwise) of
     Seller  are owned or leased by Seller and are in good  operating  condition
     and repair (ordinary wear and tear excepted), and are adequate and suitable
     for the purposes for which they are used.  Schedule  3.10(a) sets forth all
     real  property  which is owned,  leased  (whether  as lessor or  lessee) or
     subject to contract or commitment of purchase or sale or lease  (whether as
     lessor or lessee) by Seller,  or which is subject to a title  retention  or
     conditional sales agreement or other security device. Schedule 3.10(b) sets
     forth all tangible  personal  property which is owned,  leased  (whether as
     lessor or lessee) or subject to contract or  commitment of purchase or sale
     or lease (whether as lessor or lessee) by Seller.

          3.11.  Intangibles/Inventions.  Schedule 3.11 identifies (by a summary
     description) the Intangibles (as defined below) the ownership  thereof and,
     if applicable,  Seller's  authority for use of the same,  which Schedule is
     complete  and correct and  encompasses:  (A) all United  States and foreign
     patents,  trademark  and trade  name


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     registrations,  trademarks  and trade  names,  brandmarks  and  brand  name
     registrations,  servicemarks and servicemark  registrations,  assumed names
     and  copyrights and copyright  registrations,  owned in whole or in part or
     used by Seller, and all applications therefor (collectively,  the "Marks"),
     (B)  all  inventions,  discoveries,   improvements,   processes,  formulae,
     technology,   know-how,   processes   and  other   intellectual   property,
     proprietary   rights   and  trade   secrets   relating   to  the   Business
     (collectively,  the "Inventions") and (C) all licenses and other agreements
     to which  Seller is a party or  otherwise  bound which relate to any of the
     Intangibles  or the  Inventions or Seller's use thereof in connection  with
     the Business (collectively, the "Licenses", and together with the Marks and
     the Inventions,  the "Intangibles").  To the best of Seller's knowledge, no
     violations of the terms of any of the aforesaid  licenses and/or agreements
     have occurred.  Except as disclosed on Schedule 3.11, (A) Seller owns or is
     authorized to use in connection  with the Business all of the  Intangibles;
     (B) no  proceedings  have  been  instituted,  are  pending,  or to the best
     knowledge of the  Shareholers,  is threatened which challenge the rights of
     Seller with  respect to the  Intangibles  or its use thereof in  connection
     with the Business and/or the Purchased  Assets or the validity thereof and,
     there is no valid  basis for any such  proceedings  except as would not, in
     the aggregate,  have a material adverse effect on the Business; (C) neither
     Seller's  ownership of the  Intangibles nor their use thereof in connection
     with the Business  and/or the  Purchased  Assets  violates,  to the best of
     Shareholders' knowledge, any laws, statutes,  ordinances or regulations, or
     has at any time  infringed  upon or  violated  any rights of others,  or is
     being  infringed by others  except as would not, in the  aggregate,  have a
     material adverse effect on the Business;  (D) none of the  Intangibles,  or
     Seller's use thereof in connection  with the Business  and/or the Purchased
     Assets is subject to any outstanding order, decree,  judgment,  stipulation
     or any lien, security interest or other encumbrance except as would not, in
     the  aggregate,  have a material  adverse  effect on the Business;  and (E)
     Seller has not  granted  any  license to third  parties  with regard to its
     Intangibles.

          3.12.  Domain  Names.  Schedule  3.12 sets forth each and every domain
     name  registered  to the Seller and utilized by the Seller in the operation
     of the Business.  Except as set forth as Schedule 3.12,  there are no other
     domain names utilized by Seller .

          3.13.  Systems  and  Software.  Seller  owns or has the  right  to use
     pursuant  to lease,  license,  sublicense,  agreement,  or  permission  all
     computer  hardware,  software and  information  systems  necessary  for the
     operation of the businesses of Seller as presently conducted (collectively,
     "Systems").  Except as set forth in Schedule  3.13, to the best of Seller's
     knowledge,  each System  owned or used by Seller  immediately  prior to the
     Closing  Date  will be  owned  or  available  for use by  Purchaser  or its
     subsidiaries  on identical terms and conditions  immediately  subsequent to
     the Closing  Date.  With  respect to each System owned by a third party and
     used by Seller or its subsidiaries pursuant to lease, license,  sublicense,
     agreement or permission,  to the best of Seller's  knowledge (a) the lease,
     license, sublicense,  agreement or permission covering the System is legal,
     valid, binding,  enforceable,  and in full force and effect; (b) the lease,
     license,  sublicense,  agreement or  permission  will continue to be legal,
     valid,  binding,  enforceable,  and in full force and  effect on  identical
     terms following the Closing Date; (c) no party to any such lease,  license,
     sublicense,  agreement or permission is in material breach or default,  and
     no event has occurred which with notice or lapse of time would constitute a
     material  breach  or  default,  and  permit  termination,  modification  or
     acceleration  thereunder;   (d)  no


                                       8

<PAGE>


     party to any such lease, license,  sublicense,  agreement or permission has
     repudiated  any  provision   thereof;   (e)  Seller  has  not  granted  any
     sublicense,  sublease  or  similar  right with  respect to any such  lease,
     license,  sublicense,   agreement  or  permission;  (f)  Seller's  use  and
     continued  use of such  Systems  does  not and  will  not  interfere  with,
     infringe  upon,  misappropriate,  or otherwise come into conflict with, any
     intellectual  property rights of third parties as a result of the continued
     operation of the Business,  except as would not, in the  aggregate,  have a
     material adverse effect on the Business.

          3.14.  Certain  Business  Matters.  Except as is set forth in Schedule
     3.14, (a) Seller is not a party to or bound by any agreement  which relates
     to the sale or  distribution  of any of the  products  and  services of the
     Business,  (b) Seller has no sole-source  supplier of significant  goods or
     services (other than utilities) with respect to which practical alternative
     sources are not available on comparable terms and conditions, (c) there are
     no  pending  or, to the best  knowledge  of the  Seller,  threatened  labor
     negotiations,  work stoppages or work slowdowns  involving or affecting the
     Business,  and no union  representation  questions  exist, and there are no
     organizing  activities,  in respect of any of the employees of Seller,  (d)
     the product and service  warranties given by Seller or by which it is bound
     (complete and correct copies or  descriptions of which have heretofore been
     delivered by Seller to Purchaser)  entail no greater  obligations  than are
     customary  in  the  Business,  (e)  other  than  as  contemplated  by  this
     Agreement,  Seller is not a party to or bound by any agreement which limits
     its freedom to compete in any line of business or with any person, or which
     is  otherwise   materially   burdensome  to  Seller,  and  (f)  other  than
     contemplated  by this  Agreement,  Seller is not a party to or bound by any
     agreement in which any officer,  director or  stockholder of Seller (or any
     affiliate  of any such  person) has, or had when made, a direct or indirect
     material interest.

          3.15. Approvals/Consents. To the best of Seller's knowledge, except as
     set forth on Schedule 3.15,  Seller  currently holds all  governmental  and
     administrative  consents,  permits,   appointments,   approvals,  licenses,
     certificates  and  franchises  which are necessary for the operation of the
     Business,  all of which are in full force and  effect and are  transferable
     pursuant to the transaction  contemplated hereby without the payment of any
     penalty or the incurrence of any additional  debt,  liability or obligation
     of any  nature  whatsoever  or the change of any term.  Schedule  3.15 is a
     complete  and  correct  list of all such  governmental  and  administrative
     consents,  permits,  appointments,  approvals,  licenses,  certificates and
     franchises.

          3.16.  Suppliers.  Schedule  3.16 sets forth all suppliers and vendors
     whose  services are necessary to the  continued  operation of the Business.
     Seller does not have any reason to believe that the  suppliers set forth in
     Schedule 3.16 will not continue to provide service to Purchaser on the same
     terms and conditions subsequent to the Closing Date.

          3.17. Certain Contracts.  Schedule 3.17 is a complete and correct list
     of all contracts,  commitments,  indentures,  mortgages, guarantees, debts,
     obligations,  agreements and understandings which relate to the Business to
     which the Seller is a party or otherwise bound, not otherwise listed on any
     other schedule  hereto.  Complete and correct copies of all such contracts,
     commitments,   indentures,   mortgages,   guarantees,  debts,  obligations,
     agreements and undertakings have been furnished by the Seller to


                                       9

<PAGE>


     Purchaser,  and except as expressly stated on Schedule 3.17, to the best of
     Seller's knowledge, (1) each of them is in full force and effect, no person
     or  entity  which is a party  thereto  or  otherwise  bound  thereby  is in
     material default  thereunder,  and no event,  occurrence,  condition or act
     exists  which does (or which with the giving of notice or the lapse of time
     or both  would) give rise to a material  default or right of  cancellation,
     acceleration or loss of contractual benefits thereunder; (2) there has been
     no threatened  cancellations  thereof,  there are no  outstanding  disputes
     thereunder and all amounts due thereunder  have been paid in full as of the
     Closing Date; (3) none of them is materially  burdensome to the Seller; and
     (4) except as set forth on Schedule 3.17, each of them is fully  assignable
     without the consent,  approval, order or any waiver by, or any other action
     of or with any  individual  or  individuals,  without  the  payment  of any
     penalty,  the incurrence of any additional debt, liability or obligation of
     any nature  whatsoever  or the change of any term.  To the best of Seller's
     knowledge, none of the material provisions of such contracts,  commitments,
     indentures,  mortgages,  guarantees,  debts,  obligations,  agreements  and
     understandings  violates any existing  applicable  law,  rule,  regulation,
     judgment,  order or  decree  of any  governmental  agency  or court  having
     jurisdiction  over the Seller,  the Business or the Purchased  Assets which
     would, in the aggregate, have a material adverse effect on the Business.

          3.18. Guarantees. Schedule 3.18 hereto is a complete and accurate list
     and summary  description  of all  written  guarantees  currently  in effect
     heretofore issued by any of the Shareholders to any bank or other lender in
     connection  with any credit  extended  by such  creditors  to the Seller or
     issued  by the  Shareholders  in  connection  with any other  contracts  or
     agreements,  including  the name of such  creditor  and the  amount  of the
     indebtedness, together with any interest and fees currently owing.

          3.19.  Insurance.  Schedule  3.19 is a complete  and correct  list and
     summary  description of all contracts and policies of insurance relating to
     any of the  Purchased  Assets  or the  Business,  in  which  Seller  or any
     Shareholder is an insured party,  beneficiary or loss payable payee. To the
     best of Seller's  knowledge,  such policies are in full force and effect as
     of the date hereof,  and shall remain in effect  through the Closing  Date,
     all premiums due and payable with respect  thereto have been paid as of the
     Closing  Date,  and no  notice  of  cancellation  or  termination  has been
     received by Seller with respect to any such policy.

          3.20.  Banks;  Powers of  Attorney.  Schedule  3.20 is a complete  and
     correct  list  showing  (a) the names of each bank in which  Seller  has an
     account or safe deposit box and the names of all persons authorized to draw
     thereon or who have access  thereto,  and (b) the names of all persons,  if
     any, holding powers of attorney from Seller.

          3.21.  Employee  Arrangements.  To the  best  of  Seller's  knowledge,
     Schedule 3.21 is a complete and correct list and summary description of all
     current  employees of Seller  engaged in the Business,  together with title
     and salary  information.  Except as disclosed in Schedule 3.21, to the best
     of  Seller's  knowledge,  there are no (a)  union,  collective  bargaining,
     employment,  management,  termination  and  consulting  agreements to which
     Seller  is  a  party  or  otherwise  bound;  (b)  compensation   plans  and
     arrangements;   bonus  and  incentive  plans  and  arrangements;   deferred
     compensation


                                       10

<PAGE>


     plans and  arrangements;  pension and  retirement  plans and  arrangements;
     profit-sharing and thrift plans and arrangements;  stock purchase and stock
     option plans and  arrangements;  hospitalization  and other life, health or
     disability  insurance  or  reimbursement  programs;  holiday,  sick  leave,
     severance,  vacation,  tuition  reimbursement,  personal  loan and  product
     purchase  discount  policies  and  arrangements;  or  (c)  other  plans  or
     arrangements  providing  for  benefits for  employees of Seller.  As of the
     Closing Date, all outstanding  obligations to Seller  employees,  including
     without  limitation  payment for unused  vacation,  sick or personal  time,
     bonuses,  salaries,  stock  options,  have  been  satisfied  in full by the
     Seller.

          3.22.  ERISA.  Seller  neither  maintains  nor,  to  the  best  of its
     knowledge, is obligated to contribute to an "employee pension benefit plan"
     ("Seller  Pension  Plan"),  as such term is defined in Section  3(2) of the
     Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  or
     Seller's  "welfare  benefit  plan"  (collectively  called  "Seller  Welfare
     Plans") as such term is defined in Section 3(1) of ERISA.

          3.23.  Environmental Matters.  Seller has obtained and, to the best of
     its  knowledge,  is in  compliance  with the  terms and  conditions  of all
     required permits, licenses, registrations and other authorizations required
     under  Environmental  Laws  (as  hereinafter  defined).  To the best of its
     knowledge, Seller has not released,  discharged or disposed of on, under or
     about any facility currently or previously,  owned, leased or controlled by
     Seller, any Hazardous Substance (as hereinafter  defined),  and to the best
     of Seller's knowledge, no third party has released,  discharged or disposed
     of on, under or about any facility currently or previously owned, leased or
     controlled by Seller, any Hazardous Substances (as hereinafter defined). To
     the best of its  knowledge,  Seller is in  compliance  with all  applicable
     Environmental Laws. To be best of its knowledge, Seller has fully disclosed
     to Purchaser all past and present  noncompliance  with, or liability under,
     Environmental Laws, and all past discharges,  emissions, leaks, releases or
     disposals  by it of any  substance or waste  regulated  under or defined by
     Environmental Laws that have formed or could reasonably be expected to form
     the basis of any claim, action, suit, proceeding,  hearing or investigation
     under any applicable  Environmental Laws. Seller has not received notice of
     any  past  or  present  events,  conditions,   circumstances,   activities,
     practices,  incidents,  actions or plans of Seller that have resulted in or
     threaten to result in any common law or legal liability,  or otherwise form
     the basis of any claim, action, suit, proceeding,  hearing or investigation
     under,  any  applicable  Environmental  Laws.  For purposes of this Section
     3.23, (a) "Environmental  Laws" mean applicable  federal,  state, local and
     foreign laws, regulations and codes relating in any respect to pollution or
     protection  of the  environment  and (b)  "Hazardous  Substances"  mean any
     toxic,  caustic or otherwise  dangerous substance (whether or not regulated
     under federal, state or local environmental statutes, rules, ordinances, or
     orders),  including  (i)  "hazardous  substance"  as  defined  in 42 U.S.C.
     Section 9601,  and (ii)  petroleum  products,  derivatives,  byproducts and
     other hydrocarbons.

          3.24.  Securities  Act  Representation.   With  regard  to  the  Share
     Consideration  or in the event of a  conversion  of the debt portion of the
     Purchase  Price into  Frontline  Common Stock  pursuant to the terms of the
     Note,  Seller hereby  represents that it is acquiring the Frontline  Common
     Stock solely for investment


                                       11

<PAGE>


     purposes,  with no intention of distributing or reselling any such stock or
     any interest therein. The Sellers are aware that the Frontline Common Stock
     will not be registered  under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  and that  neither the  Frontline  Common Stock nor any
     interest therein may be sold, pledged, or otherwise  transferred unless the
     Frontline  Common Stock is registered under the Securities Act or qualifies
     for an exemption under the Securities Act.  Notwithstanding  the foregoing,
     the  parties   recognize   that   Purchaser  has  granted   Seller  certain
     registration rights in the event of a conversion of the debt portion of the
     Purchase  Price into  Frontline  Common Stock  pursuant to the terms of the
     Note, the terms of which are set forth in the Registration Rights Agreement
     annexed hereto as Exhibit G.

          3.25.  Taxes.  Seller has made and shall  continue to make current and
     timely payment of all Federal and applicable State sales, payroll and other
     applicable taxes which are due or may become due by reason of the operation
     of  the  Purchased  Assets  for  the  period  prior  to the  Closing  Date,
     including,  but not limited to, the  withholding tax liability set forth in
     Schedule 3.25,  which debt  constitutes a Retained  Liability.  There is no
     other outstanding tax liability except as set forth in Schedule 3.25.

          3.26.  Information  as to  Seller.  None  of  the  representations  or
     warranties  made by Seller and the  Shareholders  in this  Agreement is, or
     contained  in any of the Seller  Documents  to be  executed  and  delivered
     hereto will be, false or misleading  with respect to any material  fact, or
     omits to state any material fact  necessary in order to make the statements
     therein contained not misleading.

     4. Representations and Warranties as to Purchaser. Purchaser represents and
warrants to Seller, as follows:

          4.1. Organization, Standing and Power. Purchaser is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of Delaware, with full corporate power and corporate authority to (i)
     own,  lease and operate their  properties,  (ii) carry on their business as
     currently  conducted  by them and (iii)  execute and  deliver,  and perform
     under this Agreement and each other agreement and instrument to be executed
     and delivered by them pursuant hereto.

          4.2.  Authority of Purchaser.  The execution and delivery by Purchaser
     of this  Agreement and of each agreement to be executed and delivered by it
     pursuant hereto (collectively,  the "Purchaser Documents"), the performance
     by  Purchaser  of  its  obligations  hereunder  and  thereunder,   and  the
     consummation of the transactions contemplated hereby and thereby, have been
     duly and validly  authorized by all necessary  corporate action on the part
     of Purchaser, and Purchaser has all necessary corporate power and corporate
     authority  with respect  thereto.  This Agreement is, and when executed and
     delivered  by  Purchaser  each of the other  agreements  to be delivered by
     Purchaser  pursuant  hereto  will be, the valid and binding  obligation  of
     Purchaser, to the extent they are a party thereto, in accordance with their
     respective  terms  except  as  the  same  may  be  limited  by  bankruptcy,
     insolvency,  reorganization,  moratorium or other laws affecting the rights
     of creditors  generally and subject to the rules of law governing  (and all
     limitations  on)  specific   performance,   injunctive  relief,  and  other
     equitable remedies.


                                       12

<PAGE>


          4.3.  Information  as to  Purchaser.  None of the  representations  or
     warranties made by Purchaser in this Agreement,  or contained in any of the
     Purchaser  Documents,  to be executed and delivered  hereto, is or will be,
     false or  misleading  with respect to any material  fact, or omits to state
     any  material  fact  necessary  in  order to make  the  statements  therein
     contained not misleading.

          4.4. Due Authorization and Issuance of Share Consideration.  The Share
     Consideration,  when  issued  pursuant  to the terms of Section 1.4 of this
     Agreement,  will be duly  authorized  and  validly  issued,  fully paid and
     non-assessable,  will be delivered  hereunder  free and clear of any liens,
     except  that such  shares of  Frontline  Common  Stock will be  "restricted
     securities",  as such term is defined in the rules and  regulations  of the
     SEC  promulgated   under  the  Securities  Act,  and  will  be  subject  to
     restrictions on transfers pursuant to such rules and regulations.

     5. Indemnification.

          5.1. Indemnification by the Seller. Subject to the consummation of the
     transactions  contemplated  hereby,  the  Seller  and  Shareholders  hereby
     indemnify  and agree to defend  and hold  harmless  Purchaser  for one year
     after  the  Closing  from  and  against  any and all  losses,  obligations,
     deficiencies,  liabilities, claims, damages, costs and expenses (including,
     without  limitation,  the amount of any  settlement  entered into  pursuant
     hereto,  and all reasonable legal and other expenses incurred in connection
     with the  investigation,  prosecution or defense of any matter  indemnified
     pursuant  hereto) which  Purchaser  may sustain,  suffer or incur and which
     arise out of,  are  caused  by,  relate  to, or result or occur  from or in
     connection  any  misrepresentation  of a  material  fact  contained  in any
     representation of Seller or Shareholders and contained in, or the breach by
     Seller or  Shareholders  of any warranty or covenant  made by them,  in any
     Seller Documents except as same would not have a material adverse effect on
     the Business.  Any indemnification  claims under this Section 5.1 shall not
     exceed the  amount of the Note,  and shall be  satisfied  by  reducing  the
     outstanding amount due under the Note.

          5.2. Indemnification by Purchaser.  Subject to the consummation of the
     transactions  contemplated hereby,  Purchaser hereby indemnifies and agrees
     to defend and hold harmless Seller and  Shareholders for one year after the
     Closing  from and against any and all  losses,  obligations,  deficiencies,
     liabilities,  claims,  damages,  costs  and  expenses  (including,  without
     limitation,  the amount of any settlement entered into pursuant hereto, and
     all  reasonable  legal and other expenses  incurred in connection  with the
     investigation,  prosecution or defense of any matter  indemnified  pursuant
     hereto), which it or they may sustain,  suffer or incur and which arise out
     of, are caused by, relate to, or result or occur from or in connection with
     any misrepresentation of a material fact contained in any representation of
     Purchaser  contained  in, or the breach by  Purchaser  of any  warranty  or
     covenant  made  by  it,  in  any  Purchaser  Documents,  except  that  such
     indemnification shall not exceed $728,600.

          5.3.  Third Party Claims.  If a claim by a third party is made against
     any party or  parties  hereto and the party or  parties  against  whom said
     claim is made intends to seek  indemnification  with respect  thereto under
     Subsections 5.1 or 5.2, the party or parties  seeking such  indemnification
     shall promptly notify the  indemnifying  party or parties,  in


                                       13

<PAGE>


     writing, of such claim;  provided,  however,  that the failure to give such
     notice  shall not  affect the  rights of the  indemnified  party or parties
     hereunder  except to the extent that such failure  materially and adversely
     affects the  indemnifying  party or parties due to the  inability to timely
     defend such action.  The indemnifying  party or parties shall have ten (10)
     business days after said notice is given to elect,  by written notice given
     to the  indemnified  party or parties,  to undertake,  conduct and control,
     through  counsel  of their own  choosing  (subject  to the  consent  of the
     indemnified party or parties, such consent not to be unreasonably withheld)
     and at their sole risk and expense, the good faith settlement or defense of
     such claim,  and the indemnified  party or parties shall cooperate with the
     indemnifying parties in connection therewith; provided: (a) all settlements
     require the prior reasonable  consultation  with the indemnified  party and
     the prior written consent of the indemnified party, which consent shall not
     be unreasonably withheld, and (b) the indemnified party or parties shall be
     entitled to  participate  in such  settlement  or defense  through  counsel
     chosen by the  indemnified  party or  parties,  provided  that the fees and
     expenses  of such  counsel  shall  be  borne  by the  indemnified  party or
     parties.  So long as the  indemnifying  party or parties are contesting any
     such claim in good faith, the indemnified party or parties shall not pay or
     settle  any  such  claim;  provided,   however,  that  notwithstanding  the
     foregoing,  the indemnified party or parties shall have the right to pay or
     settle any such claim at any time,  provided  that in such event they shall
     waive any right of  indemnification  therefor by the indemnifying  party or
     parties. If the indemnifying party or parties do not make a timely election
     to  undertake  the  good  faith  defense  or  settlement  of the  claim  as
     aforesaid,  or if the  indemnifying  parties  fail to proceed with the good
     faith defense or settlement of the matter after making such election, then,
     in either such event, the indemnified party or parties shall have the right
     to  contest,  settle  or  compromise  (provided  that  all  settlements  or
     compromises require the prior reasonable consultation with the indemnifying
     party  and the prior  written  consent  of the  indemnifying  party,  which
     consent shall not be  unreasonably  withheld) the claim at their  exclusive
     discretion,  at the risk  and  expense  of the  indemnifying  parties.  Any
     indemnification  claims  under this Section 5.3 shall not exceed the amount
     of the Note,  and shall be  satisfied  by reducing the amount due under the
     Note.

          5.4. No Limitation on Direct Claims. Notwithstanding any limitation on
     indemnity  claims,  nothing in this Section 5 shall limit Purchaser's right
     to pursue a direct  claim  against  Seller  based  upon any  breach of this
     Agreement.

          5.5. Assistance.  Regardless of which party is controlling the defense
     of any  claim,  each  party  shall  act in good  faith  and  shall  provide
     reasonable documents and cooperation to the party handling the defense.

     6. Covenants

          6.1. Investigation.

               (a)  The  parties  hereto  hereby  agree  that  all  confidential
          information  of a party to  which  the  other  party  (or its  agents,
          attorneys,  representatives,  or  employees)  obtains  access shall be
          deemed  "Confidential  Information." As used in this Section, the term
          "Confidential  Information"  shall mean any and all information  (oral
          and written) relating to the Business,  including, but not limited to,
          information  relating  to:


                                       14

<PAGE>


          identity  and  description  of goods and  services  used;  purchasing;
          costs;  pricing;   sources;   machinery  and  equipment;   technology;
          research,  test  procedures  and  results;  customers  and  prospects;
          marketing; and selling and servicing.

               (b) After the Closing Date Seller and Purchaser agrees not to, at
          any time,  directly or indirectly,  use (except in connection with the
          performance  of  the  Shareholders'   duties  under  their  respective
          Consulting  Agreements),  communicate,  disclose  or  disseminate  any
          Confidential Information in any manner whatsoever.

          6.2. Noncompete Covenant.

               (a) The Seller and  Shareholders  hereby  agree after the Closing
          Date,  not to,  until  the  second  anniversary  of the  Closing  Date
          directly or indirectly (A) engage or become interested in any business
          (whether as owner,  manager,  operator,  licensor,  licensee,  lender,
          partner,   stockholder,   joint  venturer,  employee,   consultant  or
          otherwise)  engaged in any  business  then  engaged in by Purchaser or
          Seller in the States of Delaware, Virginia, Maryland, Washington D.C.,
          New Jersey,  Pennsylvania  and New York in which  Purchaser  or Seller
          conducts  business  as  of  the  Closing  Date.   Notwithstanding  the
          foregoing,  nothing in this paragraph  shall prevent the Seller or the
          Shareholder from becoming an owner, either directly or in directly, of
          up to two percent (2%) of the publicly  traded capital stock, or up to
          a ten (10%)  interest in a  privately  held  company,  held solely for
          investment  purposes,  of any other corporation engaged in the same or
          similar  Business as the Company.  For the purpose of this  provision,
          "the  Business" is defined as outlined in the  Preamble.  Shareholders
          and Seller  further agree until the second  anniversary of the Closing
          Date not to take any other action which  constitutes  an  interference
          with or a  disruption  of the  continued  operation of the Business or
          Purchaser's  use,  ownership and  enjoyment of the  Purchased  Assets.
          Purchaser  agrees that the  restrictions set forth above shall be null
          and void if Purchaser defaults under the terms of the Note.

               (b) For purposes of  clarification,  but not of  limitation,  the
          Seller and the Shareholders  acknowledge and agree that the provisions
          of  subsection  6.2 above shall serve as a  prohibition  against them,
          during the period and geographic area described  therein,  directly or
          indirectly,  hiring,  offering to hire,  enticing away or in any other
          manner  persuading or  attempting  to persuade any officer,  employee,
          agent,  lessor,  lessee,  licensor,  licensee,  customer,  prospective
          customer or supplier of the  Business to  discontinue  or alter his or
          its relationship with the Business.

               (c) The  parties  hereto  hereby  acknowledge  and agree that (i)
          Purchaser would be irreparably injured in the event of a breach by the
          Seller or Shareholders of any of their  obligations under this Section
          6.2,  (ii) monetary  damages  would not be an adequate  remedy for any
          such  breach,  and (iii)  Purchaser  shall be entitled  to  injunctive
          relief,  in addition  to any other  remedy  which it may have,  in the
          event of any such breach.

               (d) It is the intent of the  parties  hereto  that the  covenants
          contained in this Section 6.2 shall be enforced to the fullest  extent
          permissible under the laws of and public policies of each jurisdiction
          in  which  enforcement  is  sought,   hereby  acknowledges  that  said
          restrictions are reasonably necessary for the protection of


                                       15

<PAGE>


          Purchaser. Accordingly, it is hereby agreed that if any one or more of
          the  provisions of Section 6.2 shall be  adjudicated  to be invalid or
          unenforceable  for any  reason  whatsoever,  said  provision  shall be
          construed by limiting and reducing it so as to be  enforceable  to the
          extent permissible.

          6.3.  Consummation of  Transaction.  Each of the parties hereto hereby
     agrees to use its best efforts to cause all conditions  precedent to his or
     its  obligations  (and to the  obligations  of the other parties  hereto to
     consummate  the   transactions   contemplated   hereby)  to  be  satisfied,
     including,  but not limited to, using all reasonable  efforts to obtain all
     required (if so required by this Agreement) consents, waivers,  amendments,
     modifications, approvals, authorizations, novations and licenses; provided,
     however, that nothing herein contained shall be deemed to modify any of the
     absolute  obligations  imposed  upon any of the parties  hereto  under this
     Agreement or any agreement executed and delivered pursuant hereto.

          6.4. Cooperation/Further Assurances.

               (a) Each of the parties  hereto hereby agrees for a period of not
          less than ninety  (90) days  following  the Closing  Date (i) to fully
          cooperate  with the other  parties  hereto in preparing and filing any
          notices, applications, reports and other instruments and documents and
          (ii) to execute,  acknowledge,  deliver,  file and/or record, or cause
          such  other  parties  to the  extent  permitted  by  law  to  execute,
          acknowledge,  deliver, file and/or record such other documents,  which
          may be  required  by this  Agreement  or which  are  desirable  in the
          reasonable  opinion of any of the parties hereto,  or their respective
          legal counsel, in respect of, any statute,  rule,  regulation or order
          of any  governmental  or  administrative  body in connection  with the
          transactions contemplated by this Agreement.

               (b)  During the  Transition  Period  (as  defined in Section  1.5
          above),  the Seller agrees to make  available the personnel  listed in
          Schedule 6.4 (the "Transition Employees") to provide assistance in the
          orderly  transfer  of  customer  accounts  from  Seller to  Purchaser,
          including without limitation  technical support,  customer service and
          administrative  services  with  respect to  billing.  Purchaser  shall
          reimburse Seller for the cost of the Transition Employees as set forth
          in Schedule 6.4. Seller shall use its best efforts to obtain a written
          agreement from each of the Transition Employees,  in substantially the
          form attached  hereto as Exhibit L, in which the  Transition  Employee
          agrees to remain in his or her current  position during the Transition
          Period in return for his or her  hourly  rate,  plus a bonus  equal to
          four weeks pay.

               (c)  Seller  and  Shareholders  agree  to  make  all  information
          available  to,  and to  cooperate  fully  with,  Purchaser  and  their
          accountants,  legal counsel or other  authorized  representatives  (at
          Purchaser's  sole  expense),  with  respect  to  the  preparation  and
          submission of audited  financial  statements for Seller, in accordance
          with GAAP and Regulation  S-X, as may be required by any government or
          regulatory agency following the transactions contemplated hereby.

          6.5. Name  Change/Dissolution.  Within ninety (90) days of the Closing
     Date,  Shareholders  will either:  (a) file a Certificate of Amendment with
     the


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<PAGE>


     Delaware  Secretary of State  changing the name of DelaNET,  Inc. to a name
     bearing  no  relation  to  DelaNET,  Inc.  or  (b)  file a  certificate  of
     dissolution dissolving the corporation.

          6.6. Broker.  Each of Purchaser and Seller  represents and warrants to
     the other  parties  that no broker or finder  was  engaged or dealt with in
     connection with any of the transactions contemplated by this Agreement, and
     each of the parties shall  indemnify  and hold the other  harmless from and
     against any and all claims or  liabilities  asserted by or on behalf of any
     alleged broker or finder for broker's fees,  finder's fees,  commissions or
     like payments.

          6.7. Bulk Sales.  Seller shall either (1) comply with  applicable Bulk
     Sales  Law  pursuant  to  Article  6 of  the  Uniform  Commercial  Code  or
     applicable  Delaware  Bulk Sales laws (the "Bulk  Sales  Law") or (2) waive
     compliance with the Bulk Sales Law and agree to indemnify and hold harmless
     Purchaser from and against any and all claims, damages, costs, liabilities,
     and similar  (including  without  limitation,  the amount of any settlement
     entered into pursuant  hereto,  and all reasonable legal and other expenses
     incurred)  which arise out of, to, or are in connection with the failure to
     comply with the Bulk Sales Law. Seller assumes  liability for and shall pay
     all New Jersey,  Delaware,  Maryland and Pennsylvania  sales, bulk transfer
     and similar taxes incurred as a result of the sale of the Purchased  Assets
     to Purchaser.

     7. Fees, Amendment and Waiver.

          7.1. Fees and Expenses. Purchaser, on the one hand, and Seller, on the
     other  hand,  shall each bear their own  expenses  in  connection  with the
     transactions contemplated hereby.

          7.2.  Amendment.  This  Agreement  may  not be  amended  except  by an
     instrument in writing signed by each of the parties hereto.

          7.3.  Waiver.  Failure by any party to enforce  its rights  under this
     Agreement  shall not be deemed a waiver of said  party's  rights under this
     Agreement.  No waiver shall be deemed valid unless in writing and signed by
     all parties.

     8. Survival of Representations and Warranties.

          Each of the parties hereto hereby agrees that: (i) representations and
     warranties  made by or on behalf of him or it in this  Agreement  or in any
     document  or  instrument   delivered   pursuant   hereto  with  respect  to
     environmental  compliance and ERISA matters shall be true and correct as of
     the Closing Date;  and (ii) all other  representations  or warranties  made
     herein  shall  survive the Closing  Date for a period of one (1) year after
     the Closing Date.

     9. General Provisions.

          9.1.  Notices.  All  notices  and other  communications  given or made
     pursuant  hereto  shall be in writing and shall be deemed to have been duly
     given  or made  as of the


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<PAGE>


     earlier  of the date  delivered  or  mailed  if  delivered  personally,  by
     overnight  courier  or mailed by  express,  registered  or  certified  mail
     (postage prepaid,  return receipt  requested) or by facsimile  transmittal,
     confirmed by express,  certified or registered  mail, to the parties at the
     following  addresses  (or at such  other  address  for a party  as shall be
     specified by like notice,  except that notices of changes of address  shall
     be effective upon receipt):

     If to Purchaser:                       Frontline Communications Corp.
                                            One Blue Hill Plaza
                                            Suite 1548
                                            Pearl River, New York 10965
                                            Attn:  Amy Wagner-Mele, Esq.

     with a copy to:                        Blank Rome Tenzer Greenblatt LLP
                                            405 Lexington Avenue
                                            New York, New York 10174
                                            Attn:  Emanuel Adler, Esq.

     If to Seller or Shareholders:          DelaNET, Inc.
                                            262 Quigley Boulevard
                                            New Castle, DE 19720
                                            Attn:  Michael Brown

     With a copy to:                        Richards, Layton & Finger
                                            1 Rodney Square
                                            Wilmington, DE  19899
                                            Attn: Gregory V. Varallo, Esq.

          9.2. Severability. If any term or other provision of this Agreement is
     invalid,  illegal or  incapable  of being  enforced  by any rule of law, or
     public policy,  all other conditions and provisions of this Agreement shall
     nevertheless  remain in full  force and effect so long as the  economic  or
     legal substance of the transactions  contemplated hereby is not affected in
     any manner adverse to any party. Upon such  determination  that any term or
     other  provision is invalid,  illegal or incapable of being  enforced,  the
     parties hereto shall negotiate in good faith to modify this Agreement so as
     to effect the  original  intent of the parties as closely as possible in an
     acceptable  manner to the end that  transactions  contemplated  hereby  are
     fulfilled to the greatest extent possible.

          9.3. Entire Agreement.  This Agreement and the agreements  referred to
     herein constitute the entire agreement,  and supersede all prior agreements
     and undertakings, both written and oral, among the parties, or any of them,
     with respect to the subject matter hereof.

          9.4. No Assignment.  This Agreement shall not be assigned by operation
     of law or otherwise, and any assignment shall be null and void.

          9.5.  Headings.  Headings in this  Agreement  are included  herein for
     convenience  of  reference  only and  shall not  constitute  a part of this
     Agreement for any other purpose.


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<PAGE>


          9.6. Passage of Title and Risk of Loss. Legal title,  equitable title,
     obligations  and risk of loss with  respect  to the  Purchased  Assets  and
     Assumed  Liabilities will not pass to Purchaser until such Purchased Assets
     and Assumed  Liabilities  are  transferred at the closing,  which transfer,
     once it has occurred will be deemed effective for tax, accounting and other
     computational purposes as of 11:59:59 pm EST on June 20, 2000.

          9.7. Certain Interpretive Matters. No provision of this Agreement will
     be  interpreted  in favor of, or against  either of the  parties  hereto by
     reason of the extent to which either such party or its counsel participated
     in the drafting  thereof or by reason of the extent to which such provision
     is inconsistent with any prior draft hereof.

          9.8. Governing Law. This Agreement shall be governed by, and construed
     in accordance  with, the law of the State of Delaware.  Any  controversy or
     claim arising out of, or relating to this  Agreement or the breach  thereof
     shall be settled by  arbitration,  in accordance  with the current rules of
     the American Arbitration  Association,  by an arbitrator mutually agreed to
     by the parties or appointed by the American Arbitration  Association if the
     parties cannot so agree and judgment upon the award rendered may be entered
     in the Delaware court of Chancery if the Seller is the prevailing party and
     the United States  District Court for the Southern  District of New York if
     Purchaser is the prevailing  party.  The arbitration  proceedings  shall be
     held at a  location  which  shall  have been  mutually  agreed  upon by the
     parties, which location shall be approximately equidistant to both parties.

          9.9.  Counterparts.  This  Agreement  may be  executed  in one or more
     counterparts, and by the different parties hereto in separate counterparts,
     each of which when so executed  shall be deemed to be an original,  but all
     of which taken together shall constitute one and the same agreement.


AGREED TO AND ACCEPTED AS OF
THIS 20th DAY OF JUNE, 2000


                                                  FRONTLINE COMMUNICATIONS CORP.



                                                  By:
                                                  Title:

                                                  DELANET, INC.



                                                  By:
                                                  Title:


                                       19

<PAGE>


                                             MICHAEL BROWN, SHAREHOLDER


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


                                             DONALD MCINTIRE, SHAREHOLDER


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


                                       20