, 1997
_____________________________
_____________________________
_____________________________
Re: Frontline Communications Corporation
Dear Sir or Madam:
In order to induce _____________________ (the "Underwriter") to enter into
an underwriting agreement with Frontline Communications Corporation (the
"Company") in connection with the proposed public offering of shares of the
Company's Common Stock and contemplated by that certain letter of intent between
the Company and the Underwriter and as will be described in a registration
statement filed with the Securities and Exchange Commission (the "SEC") (such
registration statement, as it may subsequently be amended, referred to herein as
the "Registration Statement"), and as consideration for the Underwriter
participating in the proposed offering, the undersigned hereby agrees with the
Underwriter that:
1. Until 12 months after the date the Registration Statement is declared
effective by the SEC (the "Effective Date"), the undersigned securityholder
will not, without the prior written consent of the Underwriter:
(i) directly or indirectly, sell, offer for sale, transfer or otherwise
dispose of, any securities of the Company owned by the undersigned (other than
securities of the Company acquired by the undersigned after the Effective
Date), pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Act"), or otherwise, or
(ii) exercise any registration rights relating to any securities of the
Company; and
2. For the first year following the twelve-month lock-up period referred to
in paragraph (1) above, the undersigned securityholder will not, without the
prior written consent of the
Underwriter, sell any of the shares of Common Stock owned by the undersigned,
during any three-month period, in excess of the aggregate amount of such shares
that such securityholder would be allowed to sell if it were deemed an
"affiliate" of the Company and its shares were deemed "restricted shares" (as
each of those terms is defined in Rule 144 promulgated under the Act) and sales
of such shares were subject to the volume limitations of paragraph (e)(1) of
Rule 144, which, in general, limits the number of restricted shares that may be
sold by an affiliate within any three-month period to the greater of (i) 1% of
the then outstanding shares of Common Stock and (ii) the average weekly trading
volume during the four calendar weeks preceding such sale.
Very truly yours,
SECURITYHOLDER:
_______________________________________
_______________________________________
Address:
_______________________________________
_______________________________________
Date:__________________________________
