STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement"),  dated as of March 25, 1999, is
entered  into  by  and  between  FRONTLINE   COMMUNICATIONS  CORP.,  a  Delaware
corporation,  with headquarters located at One Blue Hill Plaza, 6th Floor, P. O.
Box 1548,  Pearl  River,  NY 10965 (the  "Company"),  and the  undersigned  (the
"Buyer").

Buyer hereby represents and warrants to, and agrees with the Company as follows:

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED  UNDER THE UNITED STATES
SECURITIES ACT OF 1933, (THE "1933 ACT"), ARE RESTRICTED  SECURITIES (AS DEFINED
IN RULE  144  UNDER  THE 1933  ACT) AND MAY NOT BE  OFFERED  FOR  SALE,  SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. THE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD  EXCEPT AS PERMITTED  UNDER SUCH LAWS PURSUANT TO  REGISTRATION  OR AN
EXEMPTION  THEREFROM.  THE SECURITIES HAVE NOT BE APPROVED OR DISAPPROVED BY THE
SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY  OTHER  REGULATORY  AUTHORITY  ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                                   WITNESSETH:

WHEREAS,  the Company and the Buyer are executing and delivering  this Agreement
in  reliance  upon  exemptions  from  securities   registration  afforded  under
Regulation D ("Regulation D") as promulgated by the United States Securities and
Exchange  Commission  (the "SEC") under the  Securities  Act of 1933, as amended
(the "1933 Act") and/or Section 4(2) of the 1933 Act; and

WHEREAS,  the  Company  will  issue  to Buyer  and the  Finder  (as  hereinafter
defined),  upon the terms and  conditions of this Agreement (i) shares of Common
Stock, $.01 par value per share (the "Common Stock"),  (ii) Repricing Rights (as
hereinafter  defined)  to  acquire  shares  of  Common  Stock  (the  "Additional
Shares"),  and (iii)  Warrants to purchase  shares of Common Stock (the "Warrant
Shares").  The Common Stock, Repricing Rights,  Additional Shares,  Warrants and
Warrant Shares are hereinafter referred to collectively, as the "Securities";

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 parties agree as follows:


1.   AGREEMENT TO PURCHASE; PURCHASE PRICE.


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a.   Purchase.  The  undersigned  hereby  agrees to  purchase  from the  Company
     U.S.D.$2,000,000  of Common Stock of the Company at a price per share equal
     to the average  closing bid price of the Common Stock as reported by Nasdaq
     for the five (5) trading  days  immediately  preceding  March  19,1999 (the
     "Purchase  Price Per Share"),  together with certain  Repricing  Rights (as
     defined  in  Section  5(a)  hereof)  for an  aggregate  purchase  price  of
     $2,000,000 (the "Purchase  Price").  In no event shall the Company issue in
     the aggregate more than 450,000 shares of Common Stock,  Additional  Shares
     and Warrant Shares under the terms of this Agreement.

b.   Option to fund subsequent  tranche.  During the 60 day period following the
     date  the  registration   statement  covering  this  offering  is  declared
     effective,  the Company may request one additional funding tranche of up to
     $1,000,000,  as long as such amount does not cause the Buyer's  holdings to
     equal  or  exceed  5% of the  then  current  market  capitalization  of the
     Company. The funding of a subsequent tranche is also subject to no material
     adverse changes in the Company since the prior Closing Date and the trading
     volume  equaling or exceeding  the average  trading  volume in the calendar
     month prior to the  Closing  Date,  sustained  for a period of at least one
     month prior to the subsequent  tranche. In the event that the parties agree
     to a  subsequent  tranche,  the  parties  will enter into a stock  purchase
     agreement in substantially the same form. The 450,000 share cap referred to
     in 1(a) above shall not apply to shares issued in any subsequent tranche.

c.   Warrant  Coverage.  The Buyer shall  receive  warrants  to purchase  17,330
     shares of Common Stock on the Closing Date. The Warrants shall have a three
     year term and an exercise price of 110% of the Purchase Price Per Share.

d.   Form of  Payment.  The Buyer  shall pay the  purchase  price for the Common
     Stock by  delivering  immediately  available  good  funds in United  States
     Dollars to Joseph B. LaRocco as the escrow agent (the "Escrow Agent"). Upon
     confirmation  that the  funds  are  received  , within  two  business  days
     following payment by the Buyer to the Escrow Agent of the purchase price of
     the Common Stock,  the Company  shall deliver a Certificate  for the Common
     Stock duly executed on behalf of the Company, to the Escrow Agent.

e.   Method of Payment. Payment into escrow of the purchase price for the Common
     Stock  shall  be made  in  accordance  with  instructions  provided  by the
     Company.
          


Not later than 4:00 p.m.,  Eastern  Standard  Time, on or before March 26, 1999,
the Buyer shall wire the Purchase  Price to the Escrow Agent.  On March 26, 1999
the Company shall deliver the Common Stock being  purchased to the Escrow Agent.
Once the Escrow Agent is in possession  of the Common Stock being  purchased and
has  received  the  Purchase  Price into his escrow  account he shall notify the
Company and wire the Purchase  Price in accordance  with  instructions  received
from the Company,  less a 8%

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placement fee and $15,000  document  preparation and escrow fee (the $15,000 fee
shall  also  cover  document  preparation  and  escrow  services  for the second
tranche), to the Company and overnight the Common Stock to the Buyer. Time is of
the essence with respect to such payment,  and failure by the Buyer to make such
payment,  shall  allow the Company to cancel this  Agreement. 

The Escrow  Agent shall not be liable for any action  taken or omitted by him in
good  faith and in no event  shall  the  Escrow  Agent be liable or  responsible
except for the Escrow Agent's own gross  negligence or willful  misconduct.  The
Escrow Agent has made no  representations  or warranties in connection with this
transaction  and has not been involved in the  negotiation  of the terms of this
Agreement or any matters relative thereto.  The Buyer and the Company each agree
to  indemnify  and hold  harmless  the Escrow Agent from and with respect to any
suits, claims, actions or liabilities arising in any way out of this transaction
including  the  obligation  to defend any legal action  brought which in any way
arises out of or is related to this Agreement. The Escrow Agent is not rendering
securities  advice to anyone with respect to this proposed  transaction;  nor is
the Escrow Agent  opining on the  compliance of the proposed  transaction  under
applicable securities law.

2.  BUYER  REPRESENTATIONS,   WARRANTIES;  ACCESS  TO  INFORMATION;  INDEPENDENT
INVESTIGATION.

The Buyer represents and warrants to, and covenants and agrees with, the Company
as follows:

a. The Buyer is purchasing  the Common Stock for its own account for  investment
only and not with a view towards the resale, public sale or distribution thereof
and not with a view to or for sale in connection with any distribution thereof;

b. The Buyer is (i) an "accredited investor" as that term is defined in Rule 501
of the  General  Rules  and  Regulations  under  the 1933 Act by  reason of Rule
50f(a)(3),  and (ii) experienced in making  investments of the kind described in
this Agreement and the related documents,  (iii) able, by reason of the business
and  financial  experience  of its  officers  (if an  entity)  and  professional
advisors (who are not  affiliated  with or compensated in any way by the Company
or any of its  affiliates  or selling  agents),  to protect its own interests in
connection with the  transactions  described in this Agreement,  and the related
documents,  and (iv) able to afford the  entire  loss of its  investment  in the
Common Stock;

c. All  subsequent  offers and sales of the shares of Common  Stock by the Buyer
shall be made  pursuant  to  registration  under the 1933 Act or  pursuant to an
exemption from registration;

d. The Buyer  understands  that the Common Stock is being offered and sold,  and
the Securities are being offered,  to it in reliance on specific exemptions from
the registration  requirements of federal and state securities laws and that the
Company is relying upon the truth and  accuracy  of, and the Buyer's  compliance
with, the representations, warranties,

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agreements, acknowledgements and understandings of the Buyer set forth herein in
order to determine the  availability  of such  exemptions and the eligibility of
the Buyer to acquire the Common Stock and receive an offer of the Securities ;

e. The Buyer and its  advisors,  if any,  have  either been  furnished  with all
materials  relating to the business,  finances and operations of the Company and
materials  relating  to the offer and sale of the Common  Stock  which have been
requested by the Buyer or have had access  thereto.  The Buyer and its advisors,
if any, have been afforded the  opportunity  to ask questions of the Company and
have received complete and satisfactory  answers to any such inquiries.  Without
limiting the generality of the foregoing, the Buyer has also had the opportunity
to obtain and to review the Company's  (1) Quarterly  Reports on Form 10-QSB for
the fiscal  quarters ended March 31, 1998,  June 30, 1998 and September 30, 1998
and Form 10-QSB/A for the fiscal  quarter ended June 30, 1998 and (2) Forms 8-K,
if any,  filed since October 16, 1998, as well as copies of the Company's  press
releases since June 30, 1998 (the "Company's SEC Documents").

f. The Buyer  understands that its investment in the Securities  involves a high
degree of risk;

g. The Buyer understands that no federal or state agency or any other government
or governmental  agency has passed on or made any  recommendation or endorsement
of the Securities;

h. This Agreement has been duly and validly  authorized,  executed and delivered
on  behalf  of the  Buyer  and is a valid  and  binding  agreement  of the Buyer
enforceable  in  accordance  with its  terms,  subject as to  enforceability  to
general principles of equity and to bankruptcy, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights generally.

i. No Short Sales.  Buyer expressly  agrees that until such time it has sold all
of the  securities  and/or  all of the Shares  and  Warrants  that it shall not,
directly or indirectly, through an affiliate (as that term is defined under Rule
405  promulgated  under the Act) or by, with or through an unrelated third party
or  entity,  whether  or  not  pursuant  to a  written  or  oral  understanding,
agreement,  arrangement, scheme, or artifice of any nature whatsoever, engage in
the short selling of the Company's  Common Stock or any other equity  securities
of the Company whether now existing or hereafter  issued, or engage in any other
activity of any nature  whatsoever  that has the same affect as a short sale, or
is a de facto or de jure short sale, of the Company's  Common Stock or any other
equity  security  of the  Company  whether now  existing  or  hereafter  issued,
including  but  not  limited  to  the  sale  of  any  rights   pursuant  to  any
understanding,   agreement,  arrangement,  scheme  or  artifice  of  any  nature
whatsoever,  whether oral or in writing,  relative to the Company's Common Stock
or any other equity  securities of the Company whether now existing or hereafter
created.

j. The Buyer is not  purchasing the Common Stock and Warrants as a result of, or
pursuant to, any advertisement, article, notice or other communication published
in any  newspaper,  magazine or similar  media or broadcast  over  television or
radio or  presented

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at any seminar or meeting whose attendees, including the Buyer, had been invited
by any general advertising or general solicitation.

3. COMPANY REPRESENTATIONS

The Company represents and warrants to the Buyer that:

a.  Concerning the Shares.  The Common Stock has been duly  authorized and, when
paid for as provided  herein,  will be duly and validly  issued,  fully paid and
non-assessable  and will not subject the holder thereof to personal liability by
reason of being such holder.  There are no preemptive  rights of any stockholder
of the Company, as such, to acquire the Common Stock.

b.  Reporting  Company  Status.  The Company is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and is duly qualified as a foreign corporation in all jurisdictions in which the
failure to so qualify  would have a material  adverse  effect on the Company and
its  subsidiaries  taken as a whole. The Company has registered its Common Stock
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  and the Common Stock is listed and traded on The Nasdaq Small
Cap Market . The Company has filed all material required to be filed pursuant to
all reporting  obligations  under either  Section 13(a) or l5(d) of the Exchange
Act,  and has  received no notice,  either oral or written,  with respect to the
continued eligibility of the Common Stock for such listing.

c. Stock  Purchase  Agreement;  Registration  Rights  Agreement and Stock.  This
Agreement and the Registration  Rights Agreement,  the form of which is attached
hereto  (the  "Registration  Rights  Agreement"),  have  been  duly and  validly
authorized by the Company,  this  Agreement has been duly executed and delivered
by the Company and this  Agreement is, and the  Registration  Rights  Agreement,
when  executed  and  delivered  by the  Company,  will  be,  valid  and  binding
agreements of the Company enforceable in accordance with their respective terms,
subject  as  to   enforceability   to   general   principles   of  equity,   the
indemnification   provisions  of  the  Registration  Rights  Agreement,  and  to
bankruptcy,  insolvency,  moratorium,  and  other  similar  laws  affecting  the
enforcement of creditors' rights generally;  and the Securities will be duly and
validly issued,  fully paid and  non-assessable  when delivered on behalf of the
Company upon payment  therefor in  accordance  with this  Agreement,  subject to
general principles of equity and to bankruptcy, insolvency, moratorium, or other
similar laws affecting the enforcement of creditors' rights generally.

d.  Non-contravention.  The  execution  and delivery of this  Agreement  and the
Registration  Rights  Agreement by the Company,  the issuance of the Securities,
and the  consummation by the Company of the other  transactions  contemplated by
this Agreement,  the Registration Rights Agreement,  and the Common Stock do not
and will not  conflict  with or result in a breach by the  Company of any of the
terms  or  provisions  of  or  constitute  a  default  under,  the  articles  of
incorporation or by-laws of the Company,  or any material  indenture,  mortgage,
deed of trusts or other material agreement or

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instrument  to  which  the  Company  is a  party  or by  which  it or any of its
properties or assets are bound, or any material  existing  applicable law, rule,
or regulation or any applicable decree,  judgment, or order of any court, United
States  federal  or  state  regulatory  body,  administrative  agency,  or other
governmental body having  jurisdiction over the Company or any of its properties
or  assets,  except  such  conflict,  breach or default  which  would not have a
material adverse effect on the transactions contemplated herein.

e. Approvals. No authorization,  approval or consent of any court,  governmental
body,  regulatory  agency,  self-regulatory  organization,  or stock exchange or
market is required to be  obtained by the Company for the  issuance  and sale of
the Securities to the Buyer as contemplated by this Agreement.

f. SEC Filings.  None of the Company's  filings with the Securities and Exchange
Commission since June 1, 1998 contained, at the time they were filed, any untrue
statement of a material  fact or omit to state any material fact or necessary to
make the statements made therein in light of the circumstances  under which they
were  made,  not  misleading.  The  Company  has since  June 1,  1998  filed all
requisite  forms,  reports and exhibits thereto with the Securities and Exchange
Commission.

g. Absence of Certain  Changes.  Since June 1, 1998 , there has been no material
adverse change and no material adverse development in the business,  properties,
operations,   financial  condition,   outstanding  securities,   or  results  of
operations of the Company,  except as disclosed in the documents  referred to in
Section 2(e) hereof.

h. Full  Disclosure.  There is no fact known to the Company  (other than general
economic  conditions known to the public  generally) that has not been disclosed
in writing to the Buyer  (including  through the publicly filed documents of the
Company) that (i) could reasonably be expected to have a material adverse effect
on the condition (financial or otherwise) or in the earnings,  business affairs,
properties  or assets of the  Company or (ii) could  reasonably  be  expected to
materially  and  adversely  affect  the  ability of the  Company to perform  its
obligations pursuant to this Agreement.

i. Absence of  Litigation.  Except as disclosed in the documents  referred to in
Section  2(e)  hereof,  there  is  no  action,  suit,  proceeding,   inquiry  or
investigation  before or by any court,  public  board or body pending or, to the
knowledge  of the  Company  or any of its  subsidiaries,  threatened  against or
affecting  the  Company  or any  of its  subsidiaries,  wherein  an  unfavorable
decision,  ruling  or  finding  would  have a  material  adverse  effect  on the
properties,  business,  condition (financial or other), or results of operations
of the  Company  and  its  subsidiaries  taken  as a whole  or the  transactions
contemplated  by this Agreement or any of the documents  contemplated  hereby or
which would materially  adversely affect the validity or  enforceability  of, or
the authority or ability of the Company to perform its obligations  under,  this
Agreement or any of such other documents.

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j.  Absence of Events of Default.  Except as  disclosed  in writing to the Buyer
(including  through the  publicly  filed  documents  of the Company) no Event of
Default,  as defined in any  agreement  to which the Company is a party,  and no
event  which,  with the giving of notice or the  passage of time or both,  would
become an Event of Default (as so  defined),  has  occurred  and is  continuing,
which would have a material adverse effect on the Company's  financial condition
or results of operations.

k. No Default.  Except as disclosed in writing to the Buyer  (including  through
the  publicly  filed  documents of the Company) the Company is not in default in
the performance or observance of any material obligation, agreement, covenant or
condition contained in any material indenture,  mortgage, deed of trust or other
material  instrument  or  agreement to which it is a party or by which it or its
property  may be bound,  and  neither  the  execution,  nor the  delivery by the
Company,  nor the  performance  by the  Company  of its  obligations  under this
Agreement or the Common Stock, other than the conversion provision thereof, will
conflict  with or  result  in the  breach  or  violation  of any of the terms or
provisions  of, or  constitute a default or result in the creation or imposition
of any lien or charge on any assets or  properties  of the  Company  under,  any
material  indenture,  mortgage,  deed of trust or other  material  agreement  or
instrument  to  which  the  Company  is a party  or by  which it is bound or any
statute or the Certificate of  Incorporation  or By-laws of the Company,  or any
decree, judgment,  order, rule or regulation of any court or governmental agency
or body having  jurisdiction over the Company or its properties,  or its listing
agreement with respect to any securities exchange or trading market on which the
Common Stock is listed.

l. Prior Issues.  During the twelve (12) months  preceding the date hereof,  the
Company has not issued any debt, securities or convertible securities in capital
transactions which have not been fully disclosed in the Company's SEC Documents.
Except for  employee  restricted  stock and  employee  stock  options,  all such
issuances have been fully converted into shares of common stock and there are no
outstanding  unconverted debt or convertible securities from those transactions,
except as disclosed in the SEC Documents.

m. Finder.  Merchant  Bancorp of America,  Reg'd (the "Finder")  shall receive a
placement fee of 8% of all funds raised, payable in cash from escrow at closing.
The Finder shall also receive  Warrants to purchase 4,332 shares of Common Stock
on the Closing  Date.) The Warrants shall have a three year term and an exercise
price per share of 110% of the Purchase Price Per Share.

4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

a. Transfer  Restrictions.  The Buyer  acknowledges that (1) the Securities have
not been and are not being  registered under the provisions of the 1933 Act and,
except as provided in the Registration Rights Agreement, the Securities have not
been and are not being registered under the 1933 Act, and may not be transferred
unless  (A)  subsequently  registered  thereunder,  or (B) the Buyer  shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
scope and  substance  to the  Company  and its  counsel,  to the effect that the
Securities to be sold or


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transferred  may be sold or  transferred  pursuant  to an  exemption  from  such
registration;  (2) any  sale of the  Securities  made in  reliance  on Rule  144
promulgated  under the 1933 Act may be made only in accordance with the terms of
said  Rule and  further,  if said  Rule is not  applicable,  any  resale of such
Securities under  circumstances in which the seller,  or the person through whom
the sale is made,  may be deemed to be an  underwriter,  as that term is used in
the 1933 Act, may require  compliance  with some other  exemption under the 1933
Act or the rules and  regulations  of the SEC  thereunder;  and (3)  neither the
Company nor any other person is under any  obligation to register the Securities
(other than pursuant to the Registration Rights Agreement) under the 1933 Act or
to comply with the terms and conditions of any exemption thereunder.

b. Restrictive Legend. The Buyer acknowledges and agrees that until such time as
the Common Stock have been registered  under the 1933 Act as contemplated by the
Registration  Rights  Agreement  and sold in accordance  with such  Registration
Statement,  the  shares of Common  Stock,  shall  bear a  restrictive  legend in
substantially  the  following  form  (and a stop  transfer  order  may be placed
against transfer of the shares of Common Stock):

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE OFFERED  OR SOLD  EXCEPT IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT
AND SUCH LAWS OR PURSUANT TO A REGISTRATION STATEMENT.

c.  Registration  Rights  Agreement.  The parties hereto agree to enter into the
Registration Rights Agreement on or before the Closing Date.

d. Filings.  The Company  undertakes and agrees to make all necessary filings in
connection  with the sale of the Common Stock to the Buyer as required by United
States securities laws and regulations,  or by Nasdaq.  Buyer agrees to make all
necessary filings with the SEC, including Schedule 13D, if applicable.

e. Reporting  Status.  So long as the Buyer  beneficially owns any of the Common
Stock,  the  Company  shall file all  reports  required to be filed with the SEC
pursuant  to  Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as
amended (the "1934 Act"),  and the Company  shall not terminate its status as an
issuer  required to file reports  under the 1934 Act even if the 1934 Act or the
rules and regulations thereunder would permit such termination.

f. Use of  Proceeds.  The  Company  will use the  proceeds  from the sale of the
Common Stock (excluding  amounts paid by the Company for legal fees and finder's
fees in connection  with the sale of the Common  Stock) for working  capital and
shall not, directly or indirectly  (except in any situation where the Company is
acquired by merger or

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otherwise by a third party) use such  proceeds for any loan to or  investment in
any other corporation, partnership enterprise or other person.

g. Certain  Agreements.  The Company  will not raise any  Regulation D financing
and/or  private  placement with common stock  registration/public  resale rights
into equity markets solely for the purpose of raising  working  capital,  unless
the common  shares are  restricted  from re-sale for at least eight months after
the  Closing  Date.  In the  event  the  Company  breaches  the  terms  of  this
subsection,  the Buyer shall have the option of either (i) exercising its Demand
Redemption as set forth in Section 5(i) hereof or (ii) completely  replacing the
terms of this Stock Purchase  Agreement  with the terms of the other  agreement,
which  terms  shall be applied to the  balance of the  Purchase  Price in Common
Stock  still  held by the  Buyer  together  with any  accrued  interest  and any
accumulated liquidated damages.

5. ISSUANCE OF ADDITIONAL SHARES BASED UPON REPRICING RIGHTS; REDEMPTION TERMS.

a.  Repricing  Rights.  Subject to Section  1(a),  the Buyer is  entitled to one
Repricing Right for each share of common stock purchased under the terms of this
Agreement.  The Repricing Rights entitle the Buyer to acquire  additional shares
of Common Stock (or its cash  equivalent) for each share sold on the date of the
Exercise  Notice (in the form annexed  hereto as Exhibit A), equal to the number
of Repricing Rights exercised  multiplied by a fraction,  the numerator of which
is the difference  between the Repricing  Price and the Market Price (as defined
herein) and the denominator of which is the Market Price.  The Repricing  Price,
will be  initially  set at 120% of the  Purchase  Price Per Share (as defined in
Section 1(a) above) and increase by 2.5% per six month  period  thereafter.  The
Market Price shall be calculated at the average  closing bid price of the Common
Stock  for the five  trading  days  preceeding  the date an  Exercise  Notice is
tendered to the Company via facsimile  transmission.  The Exercise  Notice shall
state the number of shares of Common  Stock sold by the Buyer on the date of the
Exercise  Notice. A Repricing Right may only be exercised on the date of, and in
connection with, a sale of the underlying Common Stock.

     At any time after the  earlier  of the  effectiveness  of the  Registration
Statement or 120 days following the Closing Date, the Buyer will be permitted to
exercise up to 25% per calendar month  cumulatively,  of their Repricing Rights.
The  Company  may,  at its sole  option,  pay the  Buyer  the cash  value of the
Repricing Right in lieu of additional shares upon receiving a Exercise Notice by
confirming  the same within two  business  days and wiring the cash value of the
Repricing  Right to the Buyer within 5 business  days of receipt of the Exercise
Notice  (except if the cash value of the Repricing  Right exceeds  $50,000,  the
Company shall have fourteen (14) calendar days to make said payment).

     After effectiveness of the registration statement covering the Common Stock
being  purchased,  if (i) the Company's  Common Stock price  appreciates to more
than  127.5% of the  closing  price as of the  Closing  Date,  (ii) the  average
trading  volume equals or exceeds a total value of $1,000,000  per day and (iii)
both (i) and (ii) are sustained for a period of at least thirty (30) consecutive
calendar days, then 25% of the total number of Repricing  Rights will expire per
each thirty (30) consecutive calendar day period in


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<PAGE>

which the  requirements  of (i),  (ii) and (iii)  have been met,  so long as the
Company is in compliance in all material  respects with its  obligations  to the
Buyer under this Agreement and the other  agreements,  instruments and documents
contemplated  thereby.  The  Repricing  Rights will expire in their  entirety 14
months after the effectiveness of the Registration Statement.

b. Additional Shares. The Additional Shares shall be fully paid,  non-assessable
Common Stock of the Company,  bearing no restrictive legends, not subject to any
stop  transfer  instructions  and  registered  pursuant  to  the  terms  of  the
Registration Rights Agreement,  a copy of which is attached hereto. In the event
the  Company  is  required  to  issue  Additional  Shares,  and  does not have a
sufficient number of shares of Common Stock available to be issued,  the Company
shall  pay the  Buyer  the cash  value of the  Repricing  Right as set  forth in
Section 5(c) below.

c.  Redemption  Terms and Floor Price.  (i) The Company may opt to pay the Buyer
the  cash  value  of the  Repricing  Right  in lieu of  additional  shares  upon
receiving a Exercise  Notice by confirming the same within two business days. In
the event that the Company elects to pay the cash value of the Repricing  Rights
in excess of  $50,000,  the  Company  shall have 14  calendar  days to make such
payment.  The Company may also elect to notify the Buyer within 7 business  days
advance  notice that any future  exercise of Repricing  Rights shall be redeemed
for cash in lieu of issuing additional shares. If the Company defaults in timely
payment, then all future redemptions must be paid within 7 calendar days.

     (ii) During the six month period  following  the Closing  Date,  an initial
Floor  Price  below  which  the Buyer  shall not be  entitled  to  exercise  its
Repricing  Rights will be set at $6.00.  After the expiration of the sixth month
period  following the Closing Date the floor price will be reduced to $4.00.  If
the closing bid price of the Company's Common Stock falls below $4.00, the Buyer
may  demand  redemption  at market  value  for the  outstanding  balance  of the
Repricing  Rights and Common Stock. The Company shall have 60 calendar days from
the date  that  such  notice  is given to make the  redemption  payment.  If the
Company  defaults,  the Buyer  will be  permitted  to  continue  exercising  its
Repricing Rights subject to the limit set forth in Section 1(a).

     (iii)  In  addition,  at  any  time  prior  to  the  effectiveness  of  the
Registration  Statement,  the  Company  may elect to redeem the total  number of
shares of Common Stock issued to the Buyer for $2,400,000,  or a portion of said
shares at a pro rata price equal to 120% of the Purchase  Price Per Share as set
forth in section 1(a).

d. The Company shall not issue any fractional shares of Common Stock as a result
of this  Section  5. In the  event  additional  shares  are  required  to issued
hereunder,  and the numbers of shares to be issued is not a whole  number,  then
the number of shares to be issued  will be  rounded  down to the  nearest  whole
number.

e. The Company shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of additional  shares.  However,  the Holder shall pay any such
taxes which are due because such shares are issued in name other than its name.

                                       10

<PAGE>

f. Subject to the  limitation  set forth in section 1(a) , the Company shall use
reasonable  efforts to reserve out of its authorized  but unissued  Common Stock
enough  shares of Common Stock to permit the  issuance of all of the  additional
shares  required to be issued  hereunder.  All additional  shares shall be, when
issued in accordance herewith, duly authorized,  validly issued,  fully-paid and
nonassessable.

g. At no time shall the Buyer be required to fund a subsequent tranche if in the
opinion of the Company's counsel shareholder approval would be required and such
approval has not yet been obtained.

h. The Company shall pay Buyer a cash fee of 2% of the Purchase Price per thirty
calendar  day period pro rata,  for the period  that the  following  obligations
remain  unsatisfied:  (i) if the Repricing Rights of the Buyer are suspended for
any  reason;  or (ii) if the  Company  fails to deliver  shares  pursuant to the
exercise  of  Repricing  Rights or a sale  within 7 business  days of  company's
receipt of a facsimile  Exercise Notice in the form annexed hereto as Exhibit A,
and/or  fails to make a cash  payment  within the time periods set forth in this
Agreement or the Registration Rights Agreement,  as the case may be. The Company
acknowledges  that its  suspension of the Repricing  Rights,  failure to deliver
shares pursuant to the exercise of the Repricing Rights and/or failure to make a
cash  payment in a timely  manner  will cause the Buyer to suffer  damages in an
amount that will be difficult to ascertain.  Accordingly, the parties agree that
it is  appropriate  to include in this  Agreement  a  provision  for  liquidated
damages. The parties acknowledge and agree that the liquidated damages provision
set forth in this section  represents the parties' good faith effort to quantify
such damages and, as such, agree that: 1) the form and amount of such liquidated
damages are reasonable and will not constitute a penalty; and 2) said liquidated
damages  constitute the Buyer's only remedy.  The payment of liquidated  damages
shall not relieve the Company from its  obligations  to deliver  Common Stock or
honor Repricing Rights pursuant to the terms of this Agreement.

i. Demand Redemption. In the event any default by the Company under the terms of
this Agreement is continuing  for more than 180 calendar days,  Buyer may at its
sole option send written  notice of a demand  redemption  to the  Company.  Upon
receipt of the  written  notice  from the Buyer,  the  Company  shall  within 10
business  days make a cash  payment to Buyer  equal to the cash value of Buyer'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.

j.  Limits on Amount of  Ownership.  In no event  shall the Buyer be entitled to
exercise  that number of Repricing  Rights in excess of the amount upon exercise
of which the sum of (1) the number of shares of Common Stock  beneficially owned
by the Buyer and its affiliates  (other than shares of Common Stock which may be
deemed  beneficially  owned through the ownership of the unexercised  portion of
the Repricing Rights), and (2) the number of shares


                                       11

<PAGE>

of Common Stock  issuable upon exercise of the Repricing  Rights with respect to
which  the  determination  of this  proviso  is  being  made,  would  result  in
beneficial  ownership by the Buyer and its  affiliates  of more than 4.9% of the
outstanding  shares  of  Common  Stock  of the  Company.  For  purposes  of this
provision to the immediately  preceding sentence,  beneficial ownership shall be
determined in accordance  with Section 13 (d) of the Securities  Exchange Act of
1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided
in clause (1) of such provision.

6.  Adjustments

a. Stock dividends; splits. If after the date on which the Common Stock is first
issued to Buyer and while  Buyer  still owns said  Common  Stock,  the number of
outstanding  shares of Common Stock is increased by a stock dividend  payable in
shares of Common Stock or by a split of shares of Common Stock or other  similar
event,  then,  on the date  following  the date fixed for the  determination  of
holders of Common Stock  entitled to receive such stock  dividend or split,  the
number  of  shares  of Common  Stock  purchased  by the Buyer and the  number of
Repricing   Rights  shall  be  increased  in  proportion  to  such  increase  in
outstanding  shares  (ignoring for this purpose any provision for the repurchase
or cash payment of fractional shares).

b.  Aggregation of shares.  If after the date on which the Common Stock is first
issued to Buyer and while  Buyer  still owns said  Common  Stock,  the number of
outstanding shares of Common Stock is decreased by a consolidation,  combination
or  reclassification  of shares of Common Stock or other  similar  event,  then,
after the effective date of such consolidation, combination or reclassification,
the number of shares of Common  Stock  purchased  by the Buyer and the number of
Repricing   Rights  shall  be  decreased  in  proportion  to  such  decrease  in
outstanding  shares  (ignoring for this purpose any provision for the repurchase
or cash payment of fractional shares).

c.  Reorganization,  etc.  If after the date on which the Common  Stock is first
issued, any capital  reorganization or  reclassification of the Common Stock, or
consolidation or merger of the Company with another corporation,  or the sale of
all or substantially  all of its assets to another  corporation or other similar
event  shall  be  effected,   then,  as  a  condition  of  such  reorganization,
reclassification,  consolidation,  merger,  or sale,  lawful and fair  provision
shall be made whereby the Buyer shall  thereafter have the right to purchase and
receive  upon the  basis and upon the terms  and  conditions  specified  in this
Agreement  such  shares  of  stock,  securities,  or  assets as may be issued or
payable  with respect to or in exchange  for a number of  outstanding  shares of
such  Common  Stock  equal to the  number of shares  of such  stock  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented  by  this  Agreement  had  such  reorganization,   reclassification,
consolidation,  merger,  or sale not taken place, and in such event  appropriate
provision shall be made with respect to the rights and interests of the Buyer to
the end that the provisions hereof shall thereafter be applicable,  as nearly as
may be in  relation  to any share of  stock,  securities,  or assets  thereafter
deliverable  upon the  exercise  hereof.  The Company  shall not effect any such
consolidation,  merger,  or sale unless  prior to the  consummation  thereof the
successor corporation (if other than the


                                       12

<PAGE>

Company)  resulting  from  such  consolidation  or  merger,  or the  corporation
purchasing  such  assets,  shall  assume  by  written  instrument  executed  and
delivered  to the Agent the  obligation  to deliver to the Buyer such  shares of
stock,  securities,  or assets as, in accordance with the foregoing  provisions,
the  Buyer  may be  entitled  to  purchase.  Upon the  occurrence  of any  event
specified in this section,  the Company shall give written  notice of the record
date for such dividend,  distribution,  or subscription rights, or the effective
date of such  reorganization,  reclassification,  consolidation,  merger,  sale,
dissolution, liquidation, winding up or issuance. Such notice shall also specify
the date as of which the holders of Common Stock of record shall  participate in
such dividend,  distribution,  or subscription  rights,  or shall be entitled to
exchange their Common Stock for stock,  securities,  or other assets deliverable
upon  such  reorganization,   reclassification,   consolidation,  merger,  sale,
dissolution,  liquidation,  winding up or issuance. Failure to give such notice,
or any defect therein shall not affect the legality or validity of such event.

d. Notices of Changes.  Upon every  adjustment of the number of shares of Common
Stock  purchased  by the Buyer and the number of Repricing  Rights,  the Company
shall give  written  notice  thereof to the Buyer,  which notice shall state the
increase or decrease,  if any, in the number of shares of Common Stock purchased
by the Buyer and the number of Repricing  Rights,  setting  forth in  reasonable
detail the method of  calculation  and the facts upon which such  calculation is
based.

7. TRANSFER AGENT INSTRUCTIONS.

(i) Promptly following the delivery by the Buyer of the aggregate purchase price
for the Common  Stock in  accordance  with  Section l(c) hereof the Company will
instruct  its  transfer  agent  to  issue  certificates  for  the  Common  Stock
purchased,  bearing the  restrictive  legend  specified  in Section 4(b) of this
Agreement.  The Common Stock shall be registered in the name of the Buyer or its
nominee  (duly  assigned to), and in such  denominations  to be specified by the
Buyer.  If the Buyer provides the Company with an opinion of counsel  reasonably
satisfactory to the Company and its counsel that registration of a resale by the
Buyer of any of the Securities in accordance  with clause (1)(B) of Section 4(a)
of this  Agreement is not required under the 1933 Act, the Company shall (except
as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer
of the Securities.  (ii) After  effectiveness of a Registration  Statement,  and
upon receipt of an Exercise  Notice in the form annexed hereto as Exhibit A, the
Company shall deliver the number of shares specified in the Notice to the Buyer,
free of any  restrictive  legend or stop transfer  instructions,  to the address
specified in the notice within seven (7) business days of the Company's  receipt
of the notice.

8. DELIVERY INSTRUCTIONS.

The Common Stock shall be delivered by the Company to the Escrow Agent  pursuant
to Section l(b) hereof on a delivery against payment basis at the closing.




                                       13

<PAGE>

9.   CLOSING DATE.

The date and time of the  issuance  and sale of the Common  Stock (the  "Closing
Date") shall be March 26, 1999.  The closing  shall occur on the Closing Date at
the  offices of the  Escrow  Agent.  Notwithstanding  anything  to the  contrary
contained  herein,  the Escrow  Agent will be  authorized  to release  the funds
representing  the  Purchase  Price for the Common  Stock,  and the  certificates
representing  the  shares of the  Common  Stock  only upon  satisfaction  of the
conditions set forth in Sections 10 and 11 hereof.

10.  CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The Buyer understands that the Company's  obligation to sell the Common Stock to
the Buyer pursuant to this Agreement is conditioned upon:

a. The receipt and  acceptance by the Company of such  Agreement as evidenced by
execution of such Agreement;

b. The accuracy on the Closing Date of the representations and warranties of the
Buyer  contained  in  this  Agreement  as if made on the  Closing  Date  and the
performance  by the Buyer on or before the  Closing  Date of all  covenants  and
agreements of the Buyer required to be performed on or before the Closing Date;

c.  There  shall not be in effect any law,  rule or  regulation  prohibiting  or
restricting the transactions  contemplated  hereby,  or requiring any consent or
approval which shall not have been obtained.

11.  CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

The Company understands that the Buyer's obligation to purchase the Common Stock
is conditioned upon:

a.  Acceptance  by  Buyer  of an  Agreement  for the sale of  Common  Stock,  as
indicated by execution of this Agreement;

b. Delivery by the Company to the Escrow Agent of the Common Stock in accordance
with this Agreement;

c. The accuracy on the Closing Date of the representations and warranties of the
Company  contained  in this  Agreement  as if made on the  Closing  Date and the
performance  by the Company on or before the Closing Date of all  covenants  and
agreements  of the  Company  required to be  performed  on or before the Closing
Date; and

d. The Company shall have its counsel  prepare an opinion letter  concerning the
authority of the Company to make this offering. The Company shall also prepare a
Board


                                       14

<PAGE>

Resolution  authorizing  this offering.  The opinion letter and Board Resolution
shall be delivered to the escrow agent who shall deliver a copy to the Buyer.

12.  GOVERNING LAW: MISCELLANEOUS.

This Agreement  shall be governed by and interpreted in accordance with the laws
of the State of Delaware.  Each of the parties  consents to the  jurisdiction of
the federal courts whose districts encompass any part of 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 on forum non  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.  A facsimile transmission of this signed Agreement shall be legal
and binding on all parties  hereto.  This Agreement may be signed in one or more
counterparts,  each of which shall be deemed an  original.  The headings of this
Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.  If any provision of this Agreement shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other  jurisdiction.  This Agreement may be amended only by an instrument
in writing  signed by the party to be charged with  enforcement.  This Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

13.  NOTICES.  Any notice  required  or  permitted  hereunder  shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given upon personal  delivery or seven business days after deposit in the United
States  Postal  Service,  by (a) advance copy by fax, and (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to each of the other parties thereunto entitled at the following  addresses,  or
at such other  addresses as a party may  designate  by ten days advance  written
notice to each of the other parties hereto.

COMPANY:            Stephen Cole-Hatchard, President
                    Frontline Communications Corp.
                    One Blue Hill Plaza, 6C Floor
                    P. O. Box 1548
                    Pearl River, NY 10965

Telecopier No.:     1-914-623-8669

with a copy to:     Kenneth Selterman, Esq.
                    Tenzer, Greenblatt
                    The Chrysler Building
                    405 Lexington Avenue
                    New York, NY 10174-0208

Telecopier No.:     1-212-885-5001



                                       15

<PAGE>

BUYER:              At the address set forth on the signature page of this
                    Agreement.

ESCROW AGENT:       Joseph B. LaRocco, Esq.
                    49 Locust Avenue, Suite 107
                    New Canaan, CT 06840
                    Telecopier No.:  1-203-966-0363

13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each party's representations and
warranties shall survive the execution and delivery hereof of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       16

<PAGE>

IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer or one of
its officers thereunto duly authorized as of the date set forth below.

NUMBER OF SHARES OF COMMON STOCK TO BE PURCHASED:  158,856

AGGREGATE PURCHASE PRICE OF SUCH COMMON STOCK:  $12.59


SIGNATURES FOR ENTITIES

INVESTOR #1:

IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are
true and correct and that it has caused this Stock Purchase Agreement to be duly
executed on its behalf this ____ day of March, 1999.


______________________________________   ______________________________________
Address                                  Canadian Advantage Limited Partnership
                                         Printed Name of Subscriber


Telecopier No. _______________________   By:____________________________________
                                            (Signature of Authorized Person)

______________________________________   ______________________________________
Jurisdiction of Incorporation or         Printed Name and Title
Organization

Federal Identification No.: _________________________





                                       17
<PAGE>

INVESTOR #2:

IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are
true and correct and that it has caused this Stock Purchase Agreement to be duly
executed on its behalf this _____ day of March, 1999.

______________________________________   ______________________________________
Address                                  Aberdeen Avenue LLC
                                         Printed Name of Subscriber



Telecopier No. _______________________   By:____________________________________
                                            (Signature of Authorized Person)

______________________________________   ______________________________________
Jurisdiction of Incorporation or         Printed Name and Title
Organization

Federal Identification No.: _________________________


This Agreement has been accepted as of the date set forth below.

FRONTLINE COMMUNICATIONS CORP

By:  _________________________________              Date:_______________________

Printed Name and Title: ___________________________________


                                       18


<PAGE>


                                   EXHIBIT A

                         NOTICE OF EXERCISE OF REPRICING
                       RIGHTS AND/OR SALE OF COMMON STOCK


TO:      Frontline Communications Corporation                 CC:
         One Blue Hill Plaza
         P.O. Box 1548
         Pearl River, New York 10965

         Attention:  Stephen J. Cole-Hatchard, President/CEO

         Facsimile No.: (914) 623-8669


     This Exercise  Notice is given  pursuant to the terms of the Stock Purchase
Agreement dated as of March 25, 1999 (the "Agreement"), by and between Frontline
Communications  Corporation,  a Delaware  corporation  (the  "Company")  and the
undersigned  (the  "Buyer").  Capitalized  terms used  herein and not  otherwise
defined herein have the respective meanings provided in the Agreement. The Buyer
hereby notifies you as follows:

     Check below if applicable:

     |_|  Exercise of Repricing Right and Sale of Shares

          (1)  Exercise Date: ___________________________

          (2)  No. of Repricing Rights outstanding: _______________

          (3)  No. of Repricing Rights exercised hereby: _______________

          (4)  Repricing Price: __________________

          (5)  Average Market Price: _________________

          (6)  Repricing Rate: __________________

          (7)  Number of  Repricing  Shares  due to Buyer:  ___________.  Please
               issue such number of  Repricing  Shares in the name(s) and to the
               address  or  the  account  specified  immediately  below  or,  if
               additional space is necessary, on an attachment hereto:

               Delivery Instructions
               for Common Stock:  ____________________



<PAGE>

                    Address: ____________________________________________

               The  exercise  of these  Repricing  Rights  is being  made for an
               immediate sale of Common Stock being issued.

          (8)  This is to advise  you that we have  sold  common  stock  through
               ______________________.   The  sale  of  these   shares   was  in
               compliance  with  the  "plan  of  distribution"  section  of  the
               prospectus,   dated   ________________,    1999,   which   listed
               ____________________  as a  selling  shareholder.  A copy of said
               prospectus was properly  delivered with respect to the prospectus
               delivery requirements of Section 5(b)(2) of the Securities Act of
               1933,  as amended.  Please  authorize the transfer of sale shares
               into  the  name  of  __________________________  without  further
               restriction.


     |_|  Sale of Shares

          This  is to  advise  you  that  we  have  sold  common  stock  through
          ______________________.  The sale of these  shares  was in  compliance
          with the  "plan of  distribution"  section  of the  prospectus,  dated
          ________________, 1999, which listed ____________________ as a selling
          shareholder.  A copy of said  prospectus  was properly  delivered with
          respect to the prospectus delivery  requirements of Section 5(b)(2) of
          the Securities Act of 1933, as amended.  Please authorize the transfer
          of sale  shares  into the name of  __________________________  without
          further restriction.



                           SS or Tax ID Number: ________________________________


                                              NAME OF BUYER:

Date: ____________________                    __________________________________


                                              By:_______________________________
                                                 Name:
                                                 Title


                                       -2-