REGISTRATION RIGHTS AGREEMENT

     Registration  Rights Agreement  ("Agreement")  dated as of June 20, 2000 by
and among Frontline  Communications  Corporation,  a Delaware  corporation  (the
"Company"),   DelaNet,   Inc.,  a  Delaware  corporation   ("DelaNet")  and  the
stockholders of DelaNet listed on the signature pages.

                                    RECITALS

     For good and valuable  consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:

     WHEREAS,  pursuant to the Asset  Purchase  Agreement  (the "Asset  Purchase
Agreement") of even date herewith  between the Company,  DelaNet,  Michael Brown
and Donald  McIntire,  the Company  issued a  Convertible  Note (the  "Note") to
DelaNet  whereby DelaNet has the option to convert the entire amount of the debt
issued  under the Note into  unregistered  shares of common stock of the Company
(the "Conversion Shares");

     WHEREAS, in accordance with the terms of the Asset Purchase Agreement,  the
Company  shall  grant  "piggyback"  registration  rights  with  respect  to  the
Conversion Shares; and

     WHEREAS,  it is a condition to the  performance  of  DelaNet's  obligations
under the Asset  Purchase  Agreement  that the Company enter into this Agreement
with the DelaNet with respect to the Conversion Shares held by the DelaNet.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and mutual
covenants herein contained, the parties hereto do hereby agree as follows:

     1.   Piggyback Registration.

               (a) If, at any time during the period commencing ninety (90) days
          after the  Conversion  Shares are issued  pursuant to the terms of the
          Note, the Company proposes to prepare and file with the Securities and
          Exchange  Commission (the  "Commission")  a registration  statement on
          Form S-3 covering  equity or debt  securities  of the Company,  or any
          such securities of the Company held by its shareholders, other than in
          connection  with a merger,  acquisition  or pursuant to a registration
          statement on Form S-4 or Form S-8 or any successor  form (for purposes
          of this Article 1, a "Registration Statement"),  the Company will give
          written  notice to DelaNet of its intention to do so by certified mail
          ("Notice"),  at least  fifteen  (15) days  prior to the filing of each
          such Registration Statement. Upon the written request of DelaNet, made
          within ten (10) days after  receipt of the  Notice,  that the  Company
          include  any  of   DelaNet's   Conversion   Shares  in  the   proposed
          Registration  Statement,   the  Company  shall,  as  to  DelaNet,  use
          reasonable efforts to effect the registration under the Securities Act
          of the  Conversion  Shares  which it has been so requested to

<PAGE>

          register  ("Piggyback  Registration"),  at the Company's sole cost and
          expense  and  at no  cost  or  expense  to  DelaNet  (other  than  any
          commission,  discounts or counsel fees payable by DelaNet,  as further
          provided in Section  23(c)  hereof);  provided,  however,  that if the
          Piggyback  Registration is in connection  with an underwritten  public
          offering and in the written  opinion of the Company's  underwriter  or
          managing  underwriter  of the  underwriting  group,  if any,  for such
          offering,  the inclusion of all or a portion of the Conversion  Shares
          requested  to be  registered,  when  added  to  the  securities  being
          registered by the Company or the selling shareholder(s),  if any, will
          exceed the maximum  amount of the  Company's  securities  which can be
          marketed  (i) at a price  reasonably  related  to their  then  current
          market value,  or (ii) without  otherwise  having an adverse effect on
          the offering, then the Company may exclude from such offering all or a
          portion  of the  Conversion  Shares  which  it has been  requested  to
          register.

               (b) Notwithstanding the preceding provisions of this Section, the
          Company  shall  have the right at any time  after it shall  have given
          written notice pursuant to this Section  (irrespective  of whether any
          written  request for inclusion of such  securities  shall have already
          been made) to elect not to file any proposed  Registration  Statement,
          or to  withdraw  the same after the filing but prior to the  effective
          date thereof.

               (c)  Notwithstanding  anything  contained herein to the contrary,
          the Company shall have no obligation  under this Section 1 to register
          the  Conversion  Shares if the Company  receives an opinion of counsel
          that Rule 144 promulgated  under the Securities Act permits DelaNet to
          transfer the Conversion Shares to the public.

     2.   Demand Registration.

     If the  Company  does not  elect to file a  Registration  Statement  within
ninety (90) days of issuance of the Conversion Shares,  DelaNet may, at any time
on or after the ninety-first (91st) day following such issuance, exercise demand
registration  rights  ("Demand  Rights")  and  demand  that the  Company  file a
Registration  Statement to register the DelaNets'  shares.  Upon receipt of such
demand,  the Company shall  prepare  promptly (and in no event later than thirty
(30) days of receipt of DelaNet's  demand) and file with the SEC a  Registration
Statement with respect to not less than total the number of Conversion Shares.


     3.   Covenants  of the Company  With  Respect to  Registration. The Company
hereby covenants and agrees as follows:

               (a) The  Company  shall  use  reasonable  efforts  to  cause  the
          Registration  Statement  to become  effective  as promptly as possible
          under the  circumstances at the time prevailing and, if any stop order
          shall be issued by the Commission in connection therewith,  to use its
          reasonable efforts to obtain the removal of such order.


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<PAGE>

               (b) Following the effective date of a Registration Statement, the
          Company  shall,  upon the  request of DelaNet,  forthwith  supply such
          reasonable number of copies of the Registration Statement, preliminary
          prospectus and prospectus  meeting the  requirements of the Securities
          Act,  and  other  documents  necessary  or  incidental  to the  public
          offering of the Conversion Shares as shall be reasonably  requested by
          DelaNet to permit DelaNet to make a public  distribution  of DelaNets'
          Conversion  Shares.  The  obligations  of the Company  hereunder  with
          respect to DelaNets'  Conversion  Shares are expressly  conditioned on
          DelaNet  furnishing  to  the  Company  such  appropriate   information
          concerning  DelaNet,  DelaNets'  Conversion  Shares  and the  terms of
          DelaNets' offering of such shares as the Company may request.

               (c) The  Company  will  pay  all  costs,  fees  and  expenses  in
          connection with all Registration  Statements filed pursuant to Section
          1 hereof,  including,  without  limitation,  the  Company's  legal and
          accounting  fees,  printing  expenses and blue sky fees and  expenses;
          provided,  however,  that DelaNet shall be solely  responsible for the
          fees of any  counsel  retained  by  DelaNet  in  connection  with such
          registration and any transfer taxes or underwriting discounts, selling
          commissions or selling fees  applicable to the Conversion  Shares sold
          by DelaNet pursuant thereto.

               (d) The  Company  will  use  reasonable  efforts  to  qualify  or
          register the Conversion  Shares  included in a Registration  Statement
          for  offering and sale under the  securities  or blue sky laws of such
          states as are  requested by DelaNet,  provided  that the Company shall
          not be obligated to execute or file any general  consent to service of
          process (unless the Company is already then subject to service in such
          jurisdiction)  or to qualify as a foreign  corporation  to do business
          under the laws of any such jurisdiction,  except as may be required by
          the Securities Act and its rules and regulations.

     4.   Covenant of DelaNet.

     DelaNet, upon receipt of notice from the Company that an event has occurred
which requires a  post-effective  amendment to the  Registration  Statement or a
supplement to the prospectus  included therein,  shall promptly  discontinue the
sale of Conversion  Shares until DelaNet  receives a copy of a  supplemented  or
amended prospectus from the Company,  which the Company shall provide as soon as
practicable after such notice.

     5.   Indemnification.

               (a) The Company,  its  successors and assigns,  shall  indemnify,
          defend and hold harmless  Michael Brown,  Donald  McIntire and Delanet
          and such person who controls  DelaNet within the meaning of Section 15
          of the Securities Act or Section 20(a) of the Securities  Exchange Act
          of 1934,  as amended,  from and  against  any and all losses,  claims,
          damages  and  liabilities  caused  by or  arising  out of  any  untrue
          statement of a material fact contained in the Registration  Statement,
          or  caused  by or  arising  out of any  omission  to state  therein  a
          material fact  required to be stated


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<PAGE>

          therein or necessary to make the  statements  therein not  misleading,
          except  insofar as such losses,  claims,  damages or  liabilities  are
          caused by any such untrue statement or omission based upon information
          furnished  or  required to be  furnished  in writing to the Company by
          DelaNet or the trustees thereof  expressly for use therein;  provided,
          however,  that the  indemnification in this Section shall not inure to
          the benefit of DelaNet on account of any such loss,  claim,  damage or
          liability arising from the sale of Conversion Shares by DelaNet,  if a
          copy of a subsequent  prospectus or amendment  thereto  correcting the
          untrue  statement or omission in such earlier  prospectus was provided
          to DelaNet by the Company prior to the subject sale and the subsequent
          prospectus  or amendment  thereto was not delivered or sent by DelaNet
          to the purchaser  prior to such sale.  DelaNet and its  successors and
          assigns shall at the same time,  severally and jointly,  indemnify the
          Company,   its  directors,   each  officer  signing  the  Registration
          Statement and each person, if any, who controls the Company within the
          meaning of the  Securities  Act,  from and against any and all losses,
          claims,  damages and liabilities  caused by any untrue  statement of a
          material fact made by DelaNet in the information furnished or required
          to be furnished in writing to the Company by DelaNet expressly for use
          in the Registration Statement contained in the Registration Statement,
          or any  prospectus  included  therein,  or caused by any  omission  by
          DelaNet to state therein a material fact required to be stated therein
          or necessary to make the statements therein not misleading,  provided,
          however, that DelaNet shall be liable under this Section 4 only to the
          extent of the amount of the Purchase Price, as such term is defined in
          the Asset Purchase Agreement.

     6.   Governing Law.

               (a)  This   Agreement   shall  be   governed   as  to   validity,
          interpretation,  construction, effect and in all other respects by the
          internal  substantive  laws of the State of  Delaware  without  giving
          effect to the choice of law rules thereof.

               (b)  Each of the  Company  and  DelaNet  hereby  irrevocably  and
          unconditionally  consents to submit to the exclusive  jurisdiction  of
          the courts of the State of New York and of the United  States  located
          in the County of New York,  State of New York (the "New York  Courts")
          for any  litigation  arising out of or relating to this  Agreement and
          the transactions  contemplated  hereby (and agrees not to commence any
          litigation  relating  thereto  except  in  such  courts),  waives  any
          objection  to the  laying of venue of any such  litigation  in the New
          York  Courts and  agrees  not to plead or claim  that such  litigation
          brought  in any New York  Courts has been  brought in an  inconvenient
          forum.

     7.   Notices. All  notices,  requests,  demands  and  other  communications
hereunder  shall be in writing and shall be deemed duly given when  delivered by
hand or mailed by express, registered or certified mail, postage prepaid, return
receipt requested, as follows:


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<PAGE>

          If to the Company, at:

                   Frontline Communications Corp.
                   One Blue Hill Plaza, Suite 1548
                   Pearl River, New York 10965
                   Attn:    Legal Department


          with a copy of the same to:

                   Tenzer Greenblatt L.L.P.
                   405 Lexington Avenue
                   23rd Floor
                   New York, NY  10174
                   Attn:  Ethan Seer, Esq.

          If to the DelaNet:

                   DelaNet, Inc.
                   262 Quigley Boulevard
                   New Castle, Delaware 19720
                   Attn:  Mike Brown

          with a copy of the same to:

                   Richards, Layton & Finger, P.A.
                   One Rodney Square
                   10th and King Street
                   Wilmington, Delaware 19801
                   Gregory V. Varallo, Esq.



     Or such other  address as has been  indicated by either party in accordance
with a notice duly given in accordance with the provisions of this Section.

     8.  Amendment.  This Agreement may only be amended by a written  instrument
executed by the parties hereto.

     9. Entire Agreement. This Agreement constitutes the entire agreement of the
parties  hereto with respect to the subject  matter  hereof,  and supersedes all
prior  agreements  and  understandings  of the parties,  oral and written,  with
respect to the subject matter hereof.

     10. Assignment; Binding Effect; Benefits. DelaNet may not assign its rights
hereunder  except to the  stockholders  of  DelaNet  without  the prior  written
consent


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<PAGE>

of the  Company,  which  consent may be given or withheld for any reason and any
attempted  assignment without having obtained such prior written notice shall be
void and of no force and effect.  This Agreement  shall inure to the benefit of,
and be binding upon,  the parties  hereto and the permitted  assigns,  heirs and
legal  representatives  of DelaNet and the Company and its  successors.  Nothing
herein  contained,  express or  implied,  is  intended to confer upon any person
other than the parties hereto and their respective heirs, legal  representatives
and successors, any rights or remedies under or by reason of this Agreement.

     11.  Headings.  The headings  contained  herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

     12. Severability.  Any provision of this Agreement which is held by a court
of  competent   jurisdiction   to  be   prohibited  or   unenforceable   in  any
jurisdiction(s) shall be, as to such jurisdiction(s),  ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

     13.  Execution in  Counterparts.  This  Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same document.

     IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by the
parties hereto as of the date first above written.

Company:                       FRONTLINE COMMUNICATIONS CORP.


                               By:
                                   ---------------------------------------------
                                     Name   Stephen J. Cole-Hatchard
                                     Title: Chief Executive Officer & President

                               DELANET, INC.


                               By:
                                   ---------------------------------------------
                                     Name:  Mike Brown
                                     Title: President



                               By:
                                   ---------------------------------------------
                                     Name:  Donald McIntire
                                     Title: Vice President


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