ESCROW AGREEMENT

     THIS ESCROW  AGREEMENT  (this "Escrow  Agreement") is made this 20th day of
June 2000,  by and among  DELANET,  INC.,  a Delaware  corporation  ("DelaNet"),
FRONTLINE  COMMUNICATIONS  CORP., a Delaware corporation (the "Frontline"),  and
RICHARDS, LAYTON & FINGER, P.A., as escrow agent ("Escrow Agent").


                                    RECITALS

     WHEREAS,  DelaNet and Frontline are parties to that certain Asset  Purchase
Agreement (the "Asset Purchase  Agreement"),  dated as of June 20, 2000, between
DelaNet  and  Frontline,  whereby  DelaNet  has  agreed  to sell its  assets  to
Frontline in exchange for the consideration provided therein, including, without
limitation,  the  depositing of $250,000 cash into escrow  pursuant to the terms
provided herein and pursuant to Section 1.5 of the Asset Purchase Agreement.

     NOW, THEREFORE,  in consideration of the premises herein contained,  and in
reliance on the mutual representations, covenants and agreements hereinafter set
forth, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:

     1.  Definitions:  Terms  used  herein  without  definition  shall  have the
meanings ascribed in the Asset Purchase Agreement.

     2. Designation As Escrow Agent. Subject to the terms and conditions hereof,
DelaNet and  Frontline  hereby  appoint  Escrow Agent as Escrow Agent and Escrow
Agent hereby accepts such appointment.

     3. Deposit of $250,000  with Escrow  Agent.  Upon  execution of this Escrow
Agreement,  Frontline  shall deposit  $250,000 cash (the "Escrow Fund") with the
Escrow Agent, and the Escrow Agent shall hold the Escrow Fund upon the terms and
conditions set forth in this Escrow  Agreement and shall not deliver Escrow Fund
except as provided herein.

     4. Closing.

          a. On the ninetieth (90th) day following the date first written above,
     a duly  authorized  officer of Frontline  shall certify as to the number of
     Internet Service  Subscribers (as defined in the Asset Purchase  Agreement)
     as of such date;

          b. To the extent that on the  ninetieth  (90th) day following the date
     first written  above,  pursuant to the  certificate  provided in subsection
     4a., the number of Internet  Service  Subscribers  (as defined in the Asset
     Purchase  Agreement)  attributable to the assets of DelaNet  transferred to
     Frontline  pursuant to the Asset Purchase Agreement is less than 9,250, the
     Escrow Agent shall deliver to Frontline at the address  provided in Section
     6, out of the Escrow  Fund,  $150 for each  internet  subscriber  less than
     9,250; and


<PAGE>

          c. To the extent that after the application of subsections 4a. and 4b.
     above,  and upon the  ninety-first  (91st)  day  following  the date  first
     written above,  there remains amounts in the Escrow Funds, the Escrow Agent
     shall deliver to DelaNet at the address  provided in Section 6, all amounts
     remaining in the Escrow Fund.

     5. Authority of Escrow Agent and Limitation of Liability.

          a. In acting  hereunder,  Escrow  Agent shall have only such duties as
     are specified  herein and no implied  duties shall be read into this Escrow
     Agreement,  and  Escrow  Agent  shall  not be liable  for any act done,  or
     omitted to be done, by it in the absence of its gross  negligence or wilful
     misconduct.

          b. Escrow Agent may act in reliance  upon any writing or instrument or
     signature which it, in good faith,  believes to be genuine,  and may assume
     the validity and accuracy of any statement or assertion contained in such a
     writing or instrument and may assume that any person purporting to give any
     writing,  notice,  advice or instruction in connection  with the provisions
     hereof has been duly authorized to do so.

          c. Escrow Agent shall be entitled to consult with legal counsel in the
     event that a question or dispute arises with regard to the  construction of
     any of the  provisions  hereof,  and shall incur no liability  and shall be
     fully  protected in acting in accordance with the advice or opinion of such
     counsel.

          d.  Escrow  Agent  shall not be  required  to use its own funds in the
     performance  of any of its  obligations or duties or the exercise of any of
     its rights or powers,  and shall not be required to take any action  which,
     in Escrow Agent's sole and absolute  judgement  could involve it in expense
     or liability  unless  furnished with security and indemnity which it deems,
     in its  sole and  absolute  discretion,  to be  satisfactory.  DelaNet  and
     Frontline  shall,  on an  equal  basis,  compensate  Escrow  Agent  for its
     services  hereunder and, in addition,  shall reimburse Escrow Agent for all
     of  its  reasonable  out-of-pocket  expenses,  including  attorneys'  fees,
     telephone and facsimile transmission costs, postage (including express mail
     and overnight delivery  charges),  copying charges and the like. All of the
     compensation  and  reimbursement  obligations  set forth in this  Section 5
     shall be payable by DelaNet and Frontline, upon demand by Escrow Agent. The
     obligations of DelaNet and Frontline under this Section 5 shall survive any
     termination  of this Escrow  Agreement  and the  resignation  or removal of
     Escrow Agent.

          e. Notwithstanding  anything contained herein to the contrary,  in the
     event  instructions  are  given,  whether  in  writing,  by  telecopier  or
     otherwise,   Escrow  Agent  is  authorized   (but  not  required)  to  seek
     confirmation of such instructions by telephone call-back,  and Escrow Agent
     may rely upon the  confirmations of anyone  purporting to be such person or
     persons.  The persons and telephone  numbers for  call-backs may be changed
     only in a writing  actually  received and acknowledged by Escrow Agent. The
     parties to this Escrow Agreement  acknowledge that such security  procedure
     is commercially reasonable.

          f. DelaNet and Frontline  agree to indemnify  Escrow Agent and hold it
     harmless from any and against all liabilities,  losses,  actions,  suits or
     proceedings at law or in equity, and other


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<PAGE>

     expenses,  fees or charges of any character or nature,  including,  without
     limitation,  attorney's fees and expenses,  which Escrow Agent may incur or
     with which it may be  threatened  by reason of its  acting as Escrow  Agent
     under this Escrow  Agreement or arising out of the  existence of the Escrow
     Fund, except to the extent the same shall be caused by Escrow Agent's gross
     negligence or wilful misconduct.  The terms of this paragraph shall survive
     termination of this Escrow Agreement.

          g. If at any time there shall exist any  dispute  with  respect to the
     holding,   delivery  or  presentment  of  the  Escrow  Fund  or  any  other
     obligations  of Escrow Agent  hereunder,  or if at any time Escrow Agent is
     unable to  determine,  to Escrow  Agent's  sole  satisfaction,  the  proper
     disposition  of the  Escrow  Fund or Escrow  Agent's  proper  actions  with
     respect to its  obligations  hereunder,  then Escrow Agent may, in its sole
     discretion, take either or both of the following actions:

               i. suspend the performance of any of its  obligations  under this
          Escrow  Agreement until such dispute or uncertainty  shall be resolved
          to the sole  satisfaction of Escrow Agent or until a successor  Escrow
          Agent shall have been  appointed in writing by DelaNet and  Frontline;
          or

               ii.  petition  (by means of an  interpleader  action or any other
          appropriate  method) any court of competent  jurisdiction in any venue
          convenient  to Escrow  Agent,  for  instructions  with respect to such
          dispute or  uncertainty,  and to the extent  required by law, pay into
          such  court,  for  holding  and  disposition  in  accordance  with the
          instructions  of such court,  the Escrow  Fund,  after  deduction  and
          payment to Escrow Agent of all reasonable fees and expenses (including
          court costs and attorneys'  fees) payable to, incurred by, or expected
          to be incurred by Escrow Agent in connection  with the  performance of
          its duties and the exercise of its rights hereunder.

     Escrow Agent shall have no liability to the parties  hereto or to any other
person with respect to any such suspension of performance or  disbursement  into
court, specifically including any liability or claimed liability that may arise,
or be  alleged  to have  arisen,  out of or as a result  of any delay in or with
respect to any action required or requested of Escrow Agent.

     6. Notices. Except as otherwise herein provided, any notice, instruction or
instrument to be delivered  hereunder shall be in writing and shall be effective
upon receipt at the addresses set forth below or at such other address specified
in writing by the addressee,  or if to Escrow Agent,  upon receipt via facsimile
or  telecopier  transmission,  at the number set forth  below,  or at such other
number specified by Escrow Agent.

          If to DelaNet:

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


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<PAGE>

          If to Frontline:

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

          If to Escrow Agent:

          Richards Layton & Finger, P.A.
          One Rodney Square
          10th & King Streets
          Wilmington, Delaware 19899
          Attn.: Gregory V. Varallo, Esquire
          Fax:   302-658-6548

     7. Termination. This Escrow Agreement shall terminate automatically without
further action upon the to occurence of the following:

          a. Ninety-First (91st) day after the Closing Date; and

          b. The full  distribution  of the Escrow  Fund  pursuant  to the terms
     hereof.

     8.  Governing  Law.  This is a Delaware  contract  and shall be governed by
substantive  Delaware  law in all  respects  without  regard to  conflict of law
provisions thereof.

     9. Counterparts. This Escrow Agreement may be executed by different parties
in multiple counterparts,  and/or by facsimile,  and each such counterpart shall
be deemed an original,  all of which, when taken together,  shall constitute but
one and the same assignment.

     10.  Amendment or Waiver.  This Escrow  Agreement  may be changed,  waived,
discharged  or  terminated  only by a writing  signed by DelaNet,  Frontline and
Escrow  Agent.  No delay or omission by any party in  exercising  any right with
respect hereto shall operate as a waiver. A waiver on any one occasion shall not
be  construed  as a bar to, or  waiver  of,  any  right or remedy on any  future
occasion.

     11.  Severability.  To the extent any provision of this Escrow Agreement is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.

     12.  Entire  Agreement.   This  Escrow  Agreement  constitutes  the  entire
agreement between the parties relating to the holding and delivery of the Escrow
Funds and sets  forth in their  entirety  the  obligations  and duties of Escrow
Agent with respect to the Escrow Funds.


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<PAGE>

     13. Binding Effect.  All of the terms of this Escrow Agreement,  as amended
from time to time,  shall be  binding  upon,  inure to the  benefit  of,  and be
enforceable  by the  respective  heirs,  successors  and  assigns of the parties
hereto.


                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>

     IN WITNESS WHEREOF, the undersigned,  intending to be legally bound hereby,
have duly  executed  this Escrow  Agreement as of the day and year first written
above.



                                                DELANET, INC.



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


                                                FRONTLINE COMMUNICATIONS CORP.


                                                By:
                                                   -----------------------------
                                                Name: Stephen J. Cole-Hatchard
                                                Title: President


                                                RICHARDS, LAYTON & FINGER, P.A.
                                                (As Escrow Agent)


                                                By:
                                                   -----------------------------
                                                Name: Gregory V. Varallo, Esq.



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