REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS  AGREEMENT,   dated  as  of  March  25,  1999,  (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 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,  the
shares underlying the Repricing Rights 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 Common Stock purchased by the Buyer,
the Common  Stock to be issued  upon  exercising  the  Repricing  Rights and the
Warrants  to be issued to the Buyer  and  finder by the  Company,  not to exceed
450,000.

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

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

2.   Registration.

(a) Mandatory  Registration.  The Company shall  prepare,  and within sixty (60)
days after the  Closing  Date (as that term is defined in Section 8 of the Stock
Purchase  Agreement)  file a  Registration  Statement  covering the  Registrable
Securities.  Such  Registration  Statement  shall state that, in accordance with
Rule 416 and Rule 457 under the Securities Act it also covers such indeterminate
number of  additional  shares of Common Stock as may become  issuable to prevent
dilution resulting from stock splits, stock dividends or similar event.

(b) Payments by the Company.  The Company  shall pay,  within ten (10)  business
days of  receipt  of written  notice  from the  Buyer,  a fee of 2% of the gross
purchase price of the Common Stock  purchased by the Buyer,  per each thirty day
period,  on a pro  rata  basis,  as long  as the  following  obligations  remain
unsatisfied:

(i)   If the Registration Statement is not filed within sixty (60) calendar days
      following the Closing Date, as that term is defined in the Stock  Purchase
      Agreement.

(ii)  If the Registration  Statement  does not  cover  450,000  shares of Common
      Stock.

(iii) If the Registration  Statement is not declared  effective on or before the
      one hundred twentieth (120th) calendar day after the Closing Date;

(iv)  If the Company does not file any  acceleration  request  within 5 business
      days of  receiving  a  "no  review"  from  the  SEC  with  regard  to  the
      Registration Statement;

(v)   If trading is suspended  for more than 5 trading  days due to the fault of
      the Company.

(vi)  If the Registration  Statement cease to remain  effective for more than 10
      business days;
 
(vii) If the  Company  fails to  deliver  shares  pursuant  to the  exercise  of
      Repricing Rights or a sale within seven (7) business days of the Company's
      receipt of a facsimile notice in the form annexed hereto as Exhibit A (the
      "Exercise  Notice")  and/or fails to make a cash  payment  within the time
      periods set forth in the Stock Purchase  Agreement or this  Agreement,  as
      the case may be.

(c) Demand  Redemption.  In the event any default by the Company under the terms
of this Agreement is continuing for more than 180 calendar days, Investor may at
its sole option send written notice of a demand redemption to the Company.  Upon
receipt of the written  notice from the  Investor,  the Company  shall within 10
business  days make a cash  payment to Investor  equal to the  intrinsic  market
value of Investor's then outstanding Repricing Rights and Common Stock as of the
date that written notice is received by the Company. The cash payment to be made
by the Company upon receipt of written notice of the demand redemption, shall be
in  addition  to any  remedies or  liquidated  damages to which the  Investor is
entitled up to the date written  notice of the demand  redemption is received by
the Company.



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

(a)  Prepare  promptly,  and file  with the SEC as soon as  possible  after  the
Closing Date, 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  and keep the  Registration
Statement  effective pursuant to Rule 415 at all times until the earliest of (i)
the date  that is one (1) year  after  the  Closing  Date (ii) the date when the
Investors may sell all Registrable  Securities  under Rule 144 or (iii) the date
the Investors no longer own any of the Registrable Securities (the "Registration
Period"),  which Registration Statement (including any amendments or supplements
thereto  and  prospectuses  contained  therein)  shall not  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances in which they were made, not misleading.

(b)  Prepare  and file with the SEC such  amendments  (including  post-effective
amendments)  and  supplements to the  Registration  Statement and the prospectus
used in connection with the  Registration  Statement as may be necessary to keep
the  Registration  effective at all times during the Registration  Period,  and,
during the Registration Period, comply with the provisions of the Securities Act
with respect to the  disposition  of all  Registrable  Securities of the Company
covered by the Registration Statement.

(c) 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;

(d)  Use  reasonable  efforts  to  (i)  register  and  qualify  the  Registrable
Securities covered by the Registration  Statement under such other securities or
blue sky laws of such  jurisdictions  as the  Investors  who hold a majority  in
interest of the Registrable  Securities being offered  reasonably request and in
which significant volumes of shares of Common Stock are traded, (ii) prepare and
file  in  those   jurisdictions   such  amendments   (including   post-effective
amendments) and supplements to such  registrations and  qualifications as may be
necessary  to  maintain  the  effectiveness  thereof  at all  times  during  the
Registration  Period,  (iii) take such  other  actions  as may be  necessary  to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (iv) take all other actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not be  required  in  connection
therewith  or as a  condition  thereto  to (A)  qualify  to do  business  in any


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jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3(d), (B) subject itself to general  taxation in any such  jurisdiction,
(C) file a general consent to service of process in any such  jurisdiction,  (D)
provide any  undertakings  that cause more than nominal expense or burden to the
Company or (E) make any change in its certificate of  incorporation  or by-laws,
which in each  case the  Board of  Directors  of the  Company  determines  to be
contrary to the best interests of the Company and its stockholders;

(e) As promptly as practicable  after becoming aware of such event,  notify each
Investor of the happening of any event of which the Company has knowledge,  as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and use its best  efforts  promptly  to  prepare  a  supplement  or
amendment to the Registration Statement or other appropriate filing with the SEC
to correct such untrue statement or omission,  and deliver a number of copies of
such  supplement or amendment to each  Investor as such Investor may  reasonably
request;

(f) 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 at the earliest possible time;

(g) 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  Regristrable
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.

(h) Take all other  reasonable  actions  necessary  to expedite  and  facilitate
disposition  by the  Investor  of the  Registrable  Securities  pursuant  to the
Registration Statement.

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


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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.
Notwithstanding  the  foregoing,  each  Investor  elects to have its  securities
included in the  Registration  Statement to be filed by the Company  within five
(5) days of the date hereof.

(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(e) or 3(f), above,
such Investor will immediately discontinue disposition of Registrable Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until  such  Investor's  receipt of the  copies of the  supplemented  or amended
prospectus  contemplated  by Section  3(e) or 3(f) 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.

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.  Indemnification.  In the event any Registrable  Securities are included in a
Registration Statement under this Agreement:

(a) To the extent permitted by law, the Company will indemnify and hold harmless
each Investor who holds such Registrable  Securities,  the directors, if any, of
such Investor, the officers, if any, of such Investor,  each person, if any, who
controls any Investor  within the meaning of the  Securities Act or the Exchange
Act (each,  an  "Indemnified  Person"),  against  any losses,  claims,  damages,
liabilities or expenses (joint or several) incurred (collectively,  "Claims") to
which any of them may become subject under the Securities  Act, the Exchange Act
or  otherwise,  insofar as such  Claims  (or  actions  or  proceedings,  whether
commenced or threatened,  in respect thereof) arise out of or are based upon any
untrue  statement of a material fact  contained in the  Registration  Statement,
prospectus,  or any  post-effective  amendment  thereof or the omission to state
therein a material  fact  required to be stated  therein  necessary  to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading Notwithstanding anything to the


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contrary  contained  herein,  the  indemnification  agreement  contained in this
Section  6(a)  shall not be  available  to the  extent  such Claim is based on a
failure of the Investor to deliver or cause to be delivered the prospectus  made
available by the Company; or apply to amounts paid in settlement of any Claim if
such settlement is effected without the the Company being a party thereto.  Each
Investor  will  indemnify  the Company and its  officers,  directors  and agents
against any claims arising out of or based upon a claim which occurs in reliance
upon and in conformity with information  furnished in writing to the Company, by
or on  behalf  of such  Investor,  expressly  for  use in  connection  with  the
preparation  of the  Registration  Statement,  subject to such  limitations  and
conditions as are applicable to the  Indemnification  provided by the Company to
this Section 6. Such indemnity shall remain in full force and effect  regardless
of any investigation made by or on behalf of the Indemnified Person.

(b) Promptly after receipt by an Indemnified  Person or Indemnified  Party under
this  Section 6 of notice  of the  commencement  of any  action  (including  any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section  6,  deliver  to  the  indemnifying   party  a  written  notice  of  the
commencement  thereof  and the  indemnifying  party  shall  have  the  right  to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other indemnifying  party similarly  noticed,  to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified  Person or the  Indemnified  Party, as the case may be provided,
however, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses to be paid by the indemnifying
party,  if, in the reasonable  opinion of counsel  retained by the  indemnifying
party,  the  representation  by  such  counsel  of  the  Indemnified  Person  or
Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or  potential  differing  interests  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding.  In such event,  the Company  shall pay for only one separate  legal
counsel for the Investors; such legal counsel shall be selected by the Investors
holding a majority  in interest of the  Registrable  Securities  included in the
Registration  Statement  to which the Claim  relates.  The  failure  to  deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the Indemnified  Person or Indemnified  Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

8. 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:



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(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.

10.  Amendment of  Registration  Rights.  Any provision of this Agreement may be
amended and the  observance  thereof  may be waived  (either  generally  or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the Company and Investors who hold an 80% in interest of the
Registrable  Securities  not  resold  to the  public.  Any  amendment  or waiver
effected in accordance  with this Section 10 shall be binding upon each Investor
and the Company.

11. Miscellaneous.

(a) A person  or entity  is  deemed  to be a holder  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,
6C Floor, P. O. Box 1548, Pearl River, NY 10965with a copy to Kenneth Selterman,
Esq., Tenzer Greenblatt,  The Chrysler Building, 405 Lexington Avenue, New York,
NY 10174-0208;  (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 11(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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(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) Subject to the requirements of Section 9 hereof,  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 Emit or otherwise 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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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 CORPORATION

By:    ________________________________

Name:  ________________________________

Title: ________________________________


CANADIAN ADVANTAGE LIMITED PARTNERSHIP

By:    ________________________________

Name:  ________________________________

Title: ________________________________


ABERDEEN AVENUE LLC

By:    ________________________________

Name:  ________________________________

Title: ________________________________


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