Exhibit 10.23

                          REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS  AGREEMENT,   dated  as  of  August  1,  2003,  (this
"Agreement"),  is made by and between FRONTLINE  COMMUNICATIONS  CORPORATION,  a
Delaware corporation (the "Company"), and the person named on the signature page
hereto (the "Buyer").

WITNESETH:

WHEREAS,  upon the terms and  subject to the  conditions  of the Stock  Purchase
Agreement of even date  herewith,  between the Buyer and the Company (the "Stock
Purchase  Agreement"),  the  Company  has  agreed to issue and sell to the Buyer
shares (the "Shares") of Common Stock,  $.01 par value (the "Common Stock"),  of
the Company; and

WHEREAS,  to  induce  the  Buyer to  execute  and  deliver  the  Stock  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder,  or any similar  successor  statute  (collectively,  the "Securities
Act"),  and applicable  state securities laws with respect to the Shares and the
Warrant Shares;

NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged,  the Company and the Buyer hereby
agree as follows:

1. Definitions.

(a) As used in this  Agreement,  the  following  terms shall have the  following
meanings:

(i) "Investor" means the Buyer.

(ii)  "Register,"  "Registered,  " and  "Registration"  refer to a  registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").

(iii)  "Registrable  Securities" means the Shares purchased by the Buyer and the
Warrants to be issued to the Buyer and finder by the Company,  not to exceed, in
the aggregate, 333,333 Shares.

(iv)  "Registration  Statement"  means a  registration  statement of the Company
under the Securities Act.



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<PAGE>

(b)  Capitalized  terms used herein and not otherwise  defined herein shall have
the respective meanings set forth in the Stock Purchase Agreement.


2. Piggyback Registration. If the Company, at any time, proposes to register any
of its Securities  under the Securities Act, it shall promptly,  and in no event
less than fifteen (15) days prior to the filing of a registration statement with
respect to a  registration  under this  Section 2, give  written  notice to each
Investor of such  intention.  Upon the  written  request of any  Investor  given
within ten (10) days after receipt of any such notice, the Company shall include
in  such  registration  all of the  Registrable  Securities  indicated  in  such
request,  so as to permit the disposition of the  Registrable  Securities on the
same terms and conditions as the Securities of the Company  otherwise being sold
in  such  registration.  If a  Investor  decides  not  to  include  all  of  its
Registrable  Securities in any  registration  statement  thereafter filed by the
Company,  such Investor shall nevertheless continue to have the right to include
any  Registrable   Securities  in  any  subsequent   registration  statement  or
registration  statement as may be filed by the Company with respect to offerings
of its  securities,  all  upon  the  terms  and  conditions  set  forth  herein.
Notwithstanding  any  other  provision  of  this  Section  2,  if  the  managing
underwriter advises the Company in writing that the inclusion of all Registrable
Securities proposed to be included in such registration would interfere with the
successful  marketing of such  Securities  of the  Company,  then there shall be
excluded from such  registration  and  underwriting,  to the extent necessary to
satisfy such limitation.

3.  Obligations  of the Company.  In  connection  with the  registration  of the
Registrable Securities, the Company shall do each of the following.

(a) Prepare and file with the SEC a  Registration  Statement with respect to not
less than the  number of  Registrable  Securities  and  thereafter  use its best
efforts to cause the Registration  Statement relating to Registrable  Securities
to become  effective  not later than five (5) days after the Company is notified
by the SEC that the Registration Statement may be declared effective;

(b) Furnish to each Investor  whose  Registrable  Securities are included in the
Registration  Statement  and its legal counsel  identified  to the Company,  (i)
promptly  after the same is prepared  and publicly  distributed,  filed with the
SEC, or received by the  Company,  one (1) copy of the  Registration  Statement,
each  preliminary  prospectus and  prospectus,  and each amendment or supplement
thereto, and (ii) such number of copies of a prospectus, including a preliminary
prospectus, and all amendments and supplements thereto and such other documents,
as such Investor may reasonably  request in order to facilitate the  disposition
of the Registrable Securities owned by such Investor.

(c) As promptly as practicable  after becoming aware of such event,  notify each
Investor who holds Registrable  Securities being sold of the issuance by the SEC
of any stop order or other  suspension of the  effectiveness of the Registration
Statement;



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<PAGE>

(d) Upon  effectiveness of registration,  and upon receipt of an Exercise Notice
in the form  annexed  hereto as Exhibit A, the Company  shall (i)  instruct  the
transfer  agent  to  remove  all   restrictive   legends  from  the  Registrable
Securities;  (ii)  instruct the  transfer  agent to issue  certificates  in such
denominations or amounts as the case may be, as the Buyer may reasonably request
and registered in such names as the Buyer may request; and (iii) remove any stop
transfer order instructions.


4.  Obligations of the Investors.  In connection  with the  registration  of the
Registrable Securities, the Investors shall have the following obligations:

(a) It shall be a  condition  precedent  to the  obligations  of the  Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it, and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably  required to effect the  registration of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. At least five (5) days prior
to the first anticipated filing date of the Registration Statement,  the Company
shall notify each  Investor of the  information  the Company  requires from each
such Investor (the "Requested  Information") if such Investor elects to have any
of  such  Investor's   Registrable   Securities  included  in  the  Registration
Statement.  If at least  two (2)  business  days  prior to the  filing  date the
Company  has  not  received  the  Requested  Information  from  an  Investor  (a
"Non-Responsive Investor"), then the Company may file the Registration Statement
without including Registrable Securities of such Non-Responsive Investor.

(b) Each Investor by such Investor's  acceptance of the  Registrable  Securities
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of the  Registration  Statement
hereunder,  unless such  Investor  has  notified  the Company in writing of such
Investor's  election to exclude all of such  Investor's  Registrable  Securities
from the Registration Statement; and

(c) Each  Investor  agrees that,  upon receipt of any notice from the Company of
the happening of any event of the kind  described in Section 3(c),  above,  such
Investor will  immediately  discontinue  disposition of  Registrable  Securities
pursuant to the Registration Statement covering such Registrable Securities and,
if so directed by the Company,  such  Investor  shall deliver to the Company (at
the expense of the Company) or destroy (and deliver to the Company a certificate
of  destruction)  all copies in such  Investor's  possession,  of the prospectus
covering  such  Registrable  Securities  current  at the time of receipt of such
notice.



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<PAGE>

5. Expenses of Registration.  All reasonable  expenses,  other than underwriting
discounts and commissions and other fees and expenses of investment  bankers and
other than brokerage  commissions,  incurred in connection  with  registrations,
filings or  qualifications  pursuant to Section 3 shall be borne by the Company,
however;  if  Investor  decides  to  retain  counsel,  it shall do so at its own
expense.

6. Reports under Exchange Act. With a view to making  available to the Investors
the  benefits  of Rule 144  promulgated  under the  Securities  Act or any other
similar rule or  regulation of the SEC that may at any time permit the Investors
to sell  securities  of the Company to the public  without  registration  ("Rule
144"), the Company agrees to:

(a) make and keep public  information  available,  as those terms are understood
and defined in Rule 144;

(b)  file  with the SEC in a timely  manner  all  reports  and  other  documents
required of the Company under the Securities Act and the Exchange Act; and

(c)  furnish  to  each  Investor  so  long as  such  Investor  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied with the reporting  requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly  report
of the Company and such other  reports and documents so filed by the Company and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Investors to sell such securities pursuant to Rule 144 without registration.

7. Miscellaneous.

(a) A person or entity is deemed  to be a  Investor  of  Registrable  Securities
whenever such person or entity owns of record such  Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons or entities with respect to the same  Registrable  Securities,  the
Company shall act upon the basis of  instructions,  notice or election  received
from the registered owner of such Registrable Securities.

(b) Notices  required or permitted to be given hereunder shall be in writing and
shall be deemed to be sufficiently given when personally  delivered (by hand, by
courier, by telephone line facsimile  transmission,  receipt confirmed, or other
means) or sent by certified mail, return receipt  requested,  properly addressed
and with proper postage pre-paid (i) if to the Company,  at One Blue Hill Plaza,
7th Floor,  P.O. Box 1548, Pearl River, NY 10965 with a copy to Sean McGuinness,
Esq.,  Swidler  Berlin  Shereff  Friedman,  LLP,  3000 K Street  NW  Suite  300,
Washington,  DC 20007,  fax number (202) 295-8478;  (ii) if to the Buyer, at the
address set forth under its name in the Stock Purchase  Agreement,  and (iii) if
to any other  Investor,  at such address as such Investor shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 7(b), and shall be effective,  when
personally delivered, upon receipt and, when so sent by certified mail, four (4)
calendar days after deposit with the United States Postal Service.



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<PAGE>

(c) Failure of any party to exercise any right or remedy under this Agreement or
otherwise,  or delay by a party in  exercising  such right or remedy,  shall not
operate as a waiver thereof.

(d) This  Agreement  shall be enforced,  governed by and construed in accordance
with the laws of the State of Delaware  applicable to agreements  made and to be
performed  entirely  within  such  State.  Each of the  parties  consents to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of New York or the state  courts of the  State of New York  sitting  in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based upon forum non  conveniens,  to the  bringing  of any such
proceeding  in such  jurisdictions.  In the  event  that any  provision  of this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not effect the validity or  enforceability  of any other provision
hereof.

(e) This Agreement  constitutes  the entire  agreement  among the parties hereto
with respect to the subject matter hereof. There are no restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein.
This Agreement  supersedes all prior  agreements  and  understandings  among the
parties hereto with respect to the subject matter hereof.

(f)  This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
successors and assigns of each of the parties hereto.

(g) All pronouns and any variations thereof refer to the masculine,  feminine or
neuter, singular or plural, as the context may require.

(h) The headings in this  Agreement are for  convenience  of reference  only and
shall not affect the meaning thereof.

(i) This  Agreement may be executed in two or more  counterparts,  each of which
shall be deemed an original but all of which shall  constitute  one and the same
agreement.  This  Agreement,  once executed by a party,  may be delivered to the
other party hereto by telephone  line facsimile  transmission  of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.



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<PAGE>
IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
by their  respective  officers  thereunto duly authorized as of the day and year
first above written.

FRONTLINE COMMUNICATIONS CORP.

By: /s/
    --------------------------------------
Name: Stephen J. Cole-Hatchard
Title: Chief Executive Officer

BUYER: WILLIAM T. RITGER

By: /s/
    --------------------------------------
Name: William T. Ritger
Title: n/a



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