LOCK-UP AGREEMENT


                                                June 20, 2000

Frontline Communications Corporation
One Blue Hill Plaza
Suite 1548
Pearl River, New York 10965

DelaNet, Inc.
262 Quigley Boulevard
New Castle, Delaware 19720

Reference  hereby is made to that certain Asset  Purchase  Agreement (the "Asset
Purchase Agreement") dated June 20, 2000 by and between Frontline Communications
Corporation  ("Frontline"),  DelaNET,  Inc. ("Seller"),  Michael Brown, a 45.05%
shareholder in Seller and Donald McIntire, a 45.05% shareholder in Seller (Brown
and McIntire are collectively referred to herein as the "Shareholders").  Unless
otherwise  specified,  capitalized  terms in this  document  shall have the same
meaning as set forth in the Agreement.

Pursuant to Section  1.4(c) of the Asset  Purchase  Agreement,  Seller is issued
200,000  shares of  Frontline  Common  Stock,  par value  $.01 per  share,  (the
Shares") as partial consideration for the sale to Frontline of all of the Assets
of Seller.

In  consideration  of  the  transactions  contemplated  by  the  Asset  Purchase
Agreement  and in order to induce  Frontline  to enter  into the Asset  Purchase
Agreement,  the Seller hereby agrees that the 200,000  Shares will be restricted
and shall be subject to Rule 144 and  during  the first  year of  issuance,  and
thereafter shall be subject to the following lock-up restrictions:

                              (i)       Up to 50% of the  Shares  shall  be made
                                        freely  transferable  at any time  after
                                        the one year anniversary of the issuance
                                        of the Shares; and

                              (ii)      The  remaining  balance  shall  be  made
                                        freely   transferable  on  the  one  and
                                        one-half   year   anniversary   of   the
                                        issuance of the Shares.

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The Seller hereby  acknowledges and agrees that all certificates  evidencing the
Shares to be stamped with a restrictive  legend reflecting this agreement and to
permit  Frontline to instruct its transfer agent to note such restriction on the
transfer books and records of Frontline.

It is understood  that the Shares may be  transferred by operation of law to the
executors,  administrators,  heirs and distributees of the Seller, provided that
the  transferee  is  subject  to  the  same  restrictions  with  respect  to any
subsequent transfer during the term of this agreement.

This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware. Seller hereby irrevocably and unconditionally consents to
submit  to the  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 for any
litigation  arising out of or relating to this  Agreement  and the  transactions
contemplated  hereby in any action  brought by Frontline and waive any objection
to the laying of venue of any such  litigation  in such  courts and agree not to
plead or claim that such litigation  brought in any such courts has been brought
in an  inconvenient  forum.  If Seller  shall file any claim  arising  out of or
relating to this Agreement and the transactions  contemplated hereby,  Frontline
consents to submit to jurisdiction of the Courts of the State of Delaware.


                               FRONTLINE COMMUNICATIONS CORPORATION



                               -------------------------------------------------
                               By:  Amy Wagner Mele
                               Title: Executive Vice President & General Counsel

                               DELANET, INC.



                               -------------------------------------------------
                               Michael Brown
                               President


                               -------------------------------------------------
                               Donald McIntire
                               Vice President