PLEDGE AND SECURITY AGREEMENT

     This PLEDGE AND SECURITY  AGREEMENT  ("Agreement")  is made as of this 20th
day of June,  2000, by FRONTLINE  COMMUNICATIONS  CORP., a Delaware  corporation
with an address at One Blue Hill Plaza,  Suite 1548,  Pearl River, New York (the
"Debtor")  to  DELANET,  INC.,  a  Delaware  corporation  with an address at 262
Quigley Boulevard, New Castle, Delaware 19720 (the "Secured Party").

     1. Purpose. This Agreement is entered into in order to secure an obligation
of the Debtor as represented by that certain  Promissory  Note,  dated as of the
date hereof, by the Debtor in favor of the Secured Party in the principal amount
of $728,600 (the "Promissory Note").

     2.  Pledge.  As a condition  to and to secure the  performance  of each and
every  one of the  obligations  of the  Debtor  under the  Promissory  Note (the
"Obligations"),  the Debtor does hereby grant, pledge,  assign,  hypothecate and
grant a security  interest in, in favor of the Secured Party, its successors and
assigns,  in the  property  and  interest  in  property,  whether  now  owned or
hereafter acquired or existing, and wherever located, listed on Exhibit A hereto
(collectively, the "Collateral").

     3. Title. With respect to the Collateral  pledged by the Debtor, the Debtor
represents  and warrants to the Secured Party that:  (a) the Debtor is and shall
at all times remain the legal and beneficial owner of the Collateral;  (b) there
is no restriction  on the right of the Debtor to pledge the Collateral  that has
not been  satisfied;  and (c) this  Agreement  is a good and  valid  lien on the
Collateral.  The Debtor covenants to keep the security  interest created by this
Agreement  a good and  valid  lien on the  Collateral  at all  times,  and shall
forever defend the title to the Collateral  unto the Secured Party against every
person claiming the same or any part thereof

     4. Remedies Under the UCC.

          a. In addition to and  cumulative  of other  remedies  granted in this
          Agreement or under  Delaware  law,  the.  Secured  Party may, upon the
          occurrence of any default by the Debtor under the Promissory  Note and
          after  the  expiration  of any  applicable  cure or  grace  period  (a
          "Default"),  proceed under the Uniform Commercial Code of the State of
          Delaware  (the  "Delaware  UCC") as to all or any part (as the Secured
          Party may elect) of the  Collateral,  and shall have and may  exercise
          with respect to the Collateral all the rights,  remedies and powers of
          a secured party under the Delaware UCC.

          b. The Secured Party, upon a Default,  is expressly granted the right,
          at its option,  to transfer at any time to itself the  Collateral,  or
          any part or parts  thereof  as the  Secured  Party may  elect,  and to
          receive the monies,  income,  proceeds  and benefits  attributable  or
          accruing thereto, and to hold the same as security for the performance
          of the  Obligations  or to  apply  it in  payment  of  amounts  due in
          connection  with the  Promissory  Note, in such order or manner as the
          Secured  Party may elect.  Should the Secured  Party elect to exercise
          its  rights  under the  provisions  of this  Section as to part of the
          Collateral,  such  election  shall not preclude the Secured Party from
          exercising the rights and remedies  granted by the other provisions of
          this Agreement or by law as to the remaining Collateral.

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     5.  No  Further   Encumbrances.   The  Debtor  shall  not  further  pledge,
hypothecate or grant a security  interest with respect to all or any part of the
Collateral or any interest therein.

     6. Other  Security.  Upon the occurrence of any Default,  the Secured Party
shall be entitled to resort to the Collateral and to any other collateral it may
have securing the  Obligations  in such order and manner as it may elect without
impairing its lien in or rights to any of such collateral and without  affecting
the liability of any person.

     7.  Cumulative  Remedies.  All rights and  remedies  of the  Secured  Party
hereunder  and  any  other  security  now  or  hereafter  given  to  secure  the
Obligations are separate,  distinct and cumulative and in addition to the rights
and remedies  provided by law.  The failure of the Secured  Party to insist upon
the strict  performance  of any term or  provision  hereof shall not be deemed a
waiver of such  term or  provision,  or of any  right or  remedy of the  Secured
Party.

     8. Notices.  All notices and other communications by either party hereunder
shall be in  writing  and shall be  personally  delivered  by a courier  service
providing  receipted  delivery,  transmitted by telecopier,  or mailed by United
States registered or certified mail, return receipt requested,  postage prepaid,
to the other party at its  address  set forth above or at such other  address as
such other party shall designation by notice. A notice or other communication to
a party shall be  effective  the date of delivery to such  address of the party.
Any official  United  States  Postal  Service or other  delivery  receipt  shall
constitute conclusive proof of such delivery.

     9.  Attorneys'  Fees. In the event the Secured Party retains  attorneys for
the enforcement of any of the terms,  covenants or conditions hereof, the Debtor
shall pay on demand all reasonable fees, costs and expenses of such attorneys.

     10. Invalidity.  If any term, provision or condition of this Agreement,  or
the application thereof to any person or circumstance, shall be invalid, illegal
or  unenforceable  in any  respect,  the  remainder of this  Agreement  shall be
construed  without such provision and the  application of such term or provision
to persons  or  circumstances  other than those as to which it is held  invalid,
illegal or unenforceable, as the case may be, shall not be affected thereby, and
each term and  provision  of this  Agreement  shall be valid and enforced to the
fullest extent permitted by law.

     11. Amendments.  This Agreement may be amended or changed only by a written
instrument executed by both the Debtor and the Secured Party.

     12.  Satisfaction.  Upon the full  satisfaction  of all  Obligations,  this
Agreement shall automatically terminate.

     13. Governing Law. This Agreement and all issues arising hereunder shall be
governed by the internal laws of the State of Delaware.

     14.  Counterparts.  This  Agreement may be signed in  counterparts,  all of
which shall be deemed to be one and same instrument.

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     IN WITNESS  WHEREOF,  the Debtor,  intending to create an instrument  under
seal,  has duly  executed  this  Agreement  as of the day and year  first  above
written.

Witness:                               FRONTLINE COMMUNICATIONS CORP.


                                       By:                             (SEAL)
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Name:                                  Name:
                                       Title:


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