NETCRUISE COM INC
EX-10
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EX-10
<TEXT>

Exhibit 10.32

                           PURCHASER RIGHTS AGREEMENT


This Purchaser Rights Agreement (this "Agreement"), dated as of October 18, 2000
is made by and  between  netcruise.com,  inc.,  a New  Jersey  corporation  (the
"Company")  and  Active  Media  Services,  Inc.,  a  Delaware  corporation  (the
"Purchaser").


         WHEREAS,  the  Company  and the  Purchaser  are  entering  into a Stock
Purchase  Agreement  of even date  herewith  (the "Stock  Purchase  Agreement"),
whereby the Company will sell,  and the  Purchaser  will  purchase,  shares (the
"Shares") of common stock, par value $.0001, of the Company ("Common Stock");

         WHEREAS,  the Stock  Purchase  Agreement  requires,  as a condition  to
closing, that the parties hereto enter into this Agreement;

         NOW, THEREFORE, the parties hereto agree as follows:

         Terms used but not otherwise  defined  herein shall have the respective
meanings  given to them in the Stock Purchase  Agreement.  If the Stock Purchase
Agreement is terminated  prior to the termination of this Agreement,  such terms
shall have the definitions  given to them in the Stock Purchase  Agreement as in
effect immediately prior to its termination.

                                                         SECTION 1
                               REGISTRATION RIGHTS

1.1  Definitions.  For purposes of this  Agreement,  the  following  definitions
apply: "Commission" means the Securities and Exchange Commission.


         "Exchange  Act"  means the  Securities  and  Exchange  Act of 1934,  as
amended, and the rules and the regulations promulgated thereunder.

         "Holder" means any person,  including the  Purchaser,  owning or having
the  right  to  acquire  Registrable  Securities  or  any  assignee  thereof  in
accordance with Section 1.8 of this Agreement.


<PAGE>
         "Registrable Securities" means (i) the Shares, (ii) any other shares of
Common Stock of the Company  issued (or issuable upon the conversion or exercise
of any warrant,  right or other security which is issued) as a dividend or other
distribution  with  respect to, or in  exchange  for or in  replacement  of, the
Shares;  provided,  however,  that the foregoing definition shall exclude in all
cases any Registrable  Securities sold by a person in a transaction in which his
or her rights  under this  Agreement  are not  assigned  pursuant to Section 1.8
hereof.  Notwithstanding  the foregoing,  Common Stock or other securities shall
only be treated as  Registrable  Securities if and so long as they have not been
(A)  sold  to  or  through  a  broker  or  dealer  or  underwriter  in a  public
distribution or a public  securities  transaction,  or (B) sold in a transaction
exempt  from  the  registration  and  prospectus  delivery  requirements  of the
Securities Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive  legends  with  respect  thereto,  if  any,  are  removed  upon  the
consummation of such sale.

         "Securities Act" means the Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

         "Registration  Statement" means a registration statement of the Company
in  compliance  with the  provisions  of  Section  1.2 of this  Agreement  which
registers the continuous offer and sale of all of the Registrable  Securities on
an  appropriate  form under Rule 415 under the  Securities Act or any similar or
successor rule that may be adopted by the Commission, and all amendments to such
Registration  Statement,  including  post-effective  amendments,  any prospectus
contained  therein  and any  supplement  to any such  prospectus,  all  exhibits
thereto and all information incorporated by reference therein.

         1.2      Demand Registration.

                  (a) Requested Registrations. If the Company shall receive, (i)
after the first  anniversary  of the date of this Agreement and again (ii) after
the second anniversary of the date of this Agreement, a written request from the
Holders that the Company file a Registration Statement covering the registration
of up to 1,000,000  Shares of  Registrable  Securities  for each such  requested
registration,  then the  Company  shall,  within ten (10) days of the receipt of
each such written  request,  give written  notice of such request to all Holders

<PAGE>
and shall, subject to the limitations of subsection 1.2(e), use its best efforts
to effect as soon as practicable,  the registration  under the Securities Act of
all Registrable  Securities which the Holders have requested (but in no instance
more than 1,000,000 Shares per requested  registration) to be registered  within
twenty (20) days of the  mailing of such  notice by the  Company  (for each such
request the ("Filing Deadline").

(b)  Effectiveness  of the  Registration  Statement.  To the extent necessary to
ensure that the  Registration  Statement is available  for sales of  Registrable
Securities, the Company shall

                           (1) use  its  reasonable  best  efforts  to keep  the
         Registration Statement continuously  effective,  supplemented,  amended
         and current so that any prospectus  forming part thereof may be used by
         the  Holders for the sale of  Registrable  Securities  covered  thereby
         until  the  earlier  of (i) the  date  that is one year  following  the
         effective date of such registration or (ii) the sale of all Registrable
         Securities  registered  pursuant  thereto (such period being called the
         "Effectiveness Period").

                           (2)  prepare  and  file  with  the  Commission   such
         amendments  and  supplements  to such  Registration  Statement  and the
         prospectus  forming part thereof as may be necessary to comply with the
         provisions of the Securities Act with respect to the disposition of all
         Registrable Securities covered by such Registration Statement until the
         expiration of the Effectiveness Period.

(c) The Company's  Obligations.  In connection with the Registration  Statement,
the Company shall use its reasonable best efforts to ensure that:

                           (1) any  Registration  Statement  and  any  amendment
         thereto and any  prospectus  forming  part  thereof and any  supplement
         thereto complies in all material  respects with the requirements of the
         Securities  Act  including  with  respect  to  the  disposition  of all
         Registrable  Securities  covered  by  such  Registration  Statement  in
         accordance  with the  intended  method or  methods of  exercise  by the
         Holders  of  Registrable  Securities  set  forth  in such  Registration
         Statement or prospectus or any amendment or supplement thereto;
<PAGE>
                           (2) any  Registration  Statement  and  any  amendment
         thereto and any  prospectus  forming part thereof,  and any  supplement
         thereto,  does not contain an 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 not misleading; and

                           (3) upon the occurrence of any event that would cause
         any such Registration  Statement or prospectus forming part thereof (A)
         to contain an untrue  statement  of material  fact or omit to state any
         material fact necessary to make the  statements  therein not misleading
         or (B) not to be effective  and usable for the sale of the  Registrable
         Securities  during the  Effectiveness  Period,  the  amendments  and/or
         supplements to the  prospectus  that are necessary to cure such defects
         are  promptly  prepared  and  filed  with  the  Commission  so that the
         Registration  Statement is continuously effective for the Effectiveness
         Period.

                  (d) Notices.  In connection with the  Registration  Statement,
the Company shall use its reasonable  best efforts to ensure that each Holder is
promptly notified:


                           (1) of the  existence of any fact or the happening of
         any event  that  makes any  statement  of a  material  fact made in the
         Registration  Statement,  the  prospectus  forming  part  thereof,  any
         amendment  or  supplement  thereto  or  any  document  incorporated  by
         reference  therein untrue, or that requires the making of any additions
         to or  changes  in the  Registration  Statement  in  order  to make the
         statements  therein not misleading,  or that requires the making of any
         additions  to or  changes  in the  prospectus  in  order  to  make  the
         statements  therein, in the light of the circumstances under which they
         were made, not misleading;

(2) when any amendment or supplement to the Registration Statement or prospectus
forming part thereof has been filed and when the same has become effective;

                           (3) of any notification  received by the Company from
         the Commission  regarding the issuance of any stop order suspending the
         effectiveness of such  Registration  Statement or the initiation of any
         proceeding  with respect to the issuance by the  Commission of any such
         stop order; and
<PAGE>
                           (4) of the receipt by the Company of any notification
         with respect to the  suspension of the  qualification  or the exemption
         from  qualification  of any  Registrable  Securities for sale under the
         applicable  securities  or blue  sky  laws of any  jurisdiction  or the
         initiation of any proceeding for such purpose.

                  (e)  Underwriting.  If the Holders  requesting a  registration
under  Section  1.2  (the   "Initiating   Holders")  intend  to  distribute  the
Registrable  Securities  covered by their  request by means of an  underwriting,
they shall so advise the  Company as a part of their  request  made  pursuant to
subsection  1.2(a) and the Company shall include such information in the written
notice referred to in subsection  1.2(a).  The underwriter will be selected by a
majority in interest of the Initiating  Holders requesting such registration and
shall be reasonably  acceptable to the Company.  In such event, the right of any
Holder to include  its  Registrable  Securities  in such  registration  shall be
conditioned  upon  such  Holder's  participation  in such  underwriting  and the
inclusion of such Holder's  Registrable  Securities in the underwriting  (unless
otherwise  mutually  agreed by a majority in interest of the Initiating  Holders
and such  Holder)  to the extent  provided  herein.  All  Holders  proposing  to
distribute  their  Registrable   Securities   through  such  underwriting  shall
(together  with the  Company as  provided in  subsection  1.4(e))  enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected  for  such  underwriting.   The  underwriting  agreement  will  contain
customary  indemnification  provisions  restricting  liability of the Holders to
liabilities arising from any written information  provided by the amount of such
Holder to the Company expressly for inclusion in the Registration  Statement and
limiting such liability to the net proceeds from the offering  actually received
by such Holder.  Notwithstanding any other provision of this Section 1.2, if the
underwriter  advises the Initiating  Holders in writing that  marketing  factors
require a  limitation  of the  number of  shares  to be  underwritten,  then the
Initiating  Holders shall so advise all Holders of Registrable  Securities which
would otherwise be  underwritten  pursuant  hereto,  and the number of shares of
Registrable  Securities  that  may be  included  in the  underwriting  shall  be

<PAGE>
allocated  among all Holders  thereof,  including  the  Initiating  Holders,  in
proportion (as nearly as practicable) to the amount of Registrable Securities of
the Company owned by each Holder;  provided,  however, that the number of shares
of  Registrable  Securities  to be  included in such  underwriting  shall not be
reduced  unless  all other  securities  are  first  entirely  excluded  from the
underwriting.

                  (f)      Limitations to Demand Registration.

                           (1)  If  the   Company   shall   furnish  to  Holders
         requesting  a  Registration  Statement  pursuant to this Section 1.2, a
         certificate  signed by the President or Chief Executive  Officer of the
         Company  stating  that in the  good  faith  judgment  of the  board  of
         directors of the  Company,  it would be  seriously  detrimental  to the
         Company and its stockholders  for a Registration  Statement to be filed
         and it is therefore  essential to defer the filing of such Registration
         Statement,  the Company shall have the right to defer such filing for a
         period of not more than one hundred  eighty (180) days after receipt of
         the request of the  Initiating  Holders;  provided,  however,  that the
         Company  may not  utilize  this right more than once in any twelve (12)
         month period.

                           (2) Without  limitation  of Section  1.9 hereof,  the
         Company  shall not be  obligated  to  effect,  or to take any action to
         effect, any requested  registration pursuant to this Section 1.2 if the
         Company has already effected a registration following each of the first
         and second  anniversaries  of the date of this  Agreement  pursuant  to
         subsection  1.2(a)  and each such  registration  has been  declared  or
         ordered  effective;  provided however, a registration will not count as
         the required registration under this section unless the Holders seeking
         to sell  shares in such  registration  were  able to sell a minimum  of
         fifty  percent  (50%) of the Shares  sought to be so registered in such
         registration.

                  (g)      Liquidated Damages.

                           (1) The  Company  and the  Purchaser  agree  that the
         Holders  will  suffer  damages  if the  Company  fails to  fulfill  its

<PAGE>
         obligations pursuant to Section 1.2 of this Agreement and that it would
         not be possible to ascertain the extent of such  damages.  Accordingly,
         in  the  event  of  such   failure  by  the  Company  to  fulfill  such
         obligations,  the  Company  hereby  agrees  to pay  liquidated  damages
         ("Liquidated  Damages") to each Holder under the  circumstances  and to
         the extent set forth below:

(i) if the  Registration  Statement has not been filed with the Commission by an
applicable Filing Deadline;

(ii) if a Registration  Statement has been declared  effective by the Commission
and such  Registration  Statement  ceases to be  effective or usable at any time
before  the  expiration  of  the  applicable   Effectiveness   Period  for  such
Registration Statement, without being succeeded on the same day immediately by a
post-effective  amendment to such Registration  Statement or a supplement to the
prospectus  forming  part  thereof  that cures such  failure  and that is itself
immediately declared effective on the same day;

         (any of the foregoing, a "Registration Default") then the Company shall
         pay  Liquidated  Damages to each Holder in an amount equal to $0.01 per
         week per Share held by such  Holder  for each week or  portion  thereof
         that the  Registration  Default  continues  for the first 90-day period
         immediately following the occurrence of such Registration Default. This
         amount  will  increase by an  additional  $0.02 per week per Share with
         respect to each  subsequent  90-day  period,  up to a maximum amount of
         Liquidated Damages equal to $0.03 per week per Share. The provision for
         Liquidated  Damages will continue until such  Registration  Default has
         been cured. The Company will not be required to pay Liquidated  Damages
         for  more  than  one   Registration   Default  at  any  given  time.  A
         Registration  Default under clause (i) above shall be cured on the date
         that the  Registration  Statement  is filed with the  Commission  and a
         Registration  Default  under  clause  (ii) above  shall be cured on the
         earlier of (A) the date that the  post-effective  amendment  curing the
         deficiency in the Registration  Statement is declared  effective or (B)
         the  Effectiveness  Period  relating  to  such  Registration  Statement
         expires.
<PAGE>
                           (2) The Company  shall notify the Holders  within one
         business day after each and every date on which a Registration  Default
         occurs (an "Event Date"). Liquidated Damages shall accrue from an Event
         Date until the date,  if any, that such  Registration  Default has been
         cured (the "Cure  Date").  The Company  shall pay the amount of accrued
         Liquidated Damages, if any, to the Holders on the final business day of
         each  calendar  month (each a "Payment  Date").  The Company  shall pay
         Liquidated  Damages on the  applicable  Payment Date to the persons who
         are  Holders  of Shares (i) at the close of  business  on the date next
         preceding  the Cure Date or (ii) if no Cure Date has  occurred,  at the
         close of business on the date next  preceding  the  applicable  Payment
         Date.

                           (3) The  Company  shall make  payment  of  Liquidated
         Damages by check  mailed to the  Holders at their  addresses  set forth
         herein, provided that payment by wire transfer of immediately available
         funds shall be required with respect to the  Liquidated  Damages on all
         Shares the Holders of which shall have  provided  written wire transfer
         instructions  to the  Company.  Such  payment  shall be in such coin or
         currency  of the United  States of America as at the time of payment is
         legal tender for payment of public and private debts.


         (h) Lockup Agreement.  The Registrable Securities registered under this
Section 1.2 shall be subject to a Lockup  Agreement of even date herewith by and
between the Company and the Purchaser, substantially in the form attached hereto
as Schedule A and made a part hereof.

         1.3 Company Registration. If the Company proposes at any time after the
date hereof to effect a registration  (including for this purpose a registration
effected by the Company for  stockholders  other than the Holders) of any equity
security or any security that is convertible  into an equity  security under the
Securities Act in connection with the public offering of such securities  solely
for cash (other than a registration relating solely to the sale of securities to
participants in a Company stock plan, an offering or sale of securities pursuant
to a Form S-4  registration  statement (or successor  form), a  registration  in
which the only stock being  registered is Common Stock issuable upon  conversion

<PAGE>
of debt securities which are also being  registered,  or any registration on any
form which  does not  include  substantially  the same  information  as would be
required to be included in a  registration  statement  covering  the sale of the
Registrable  Securities),  the Company shall,  at such time,  promptly give each
Holder  written  notice  of such  registration  at  least  30 days  prior to the
anticipated  filing date.  Upon the written  request of each Holder given within
twenty (20) days after mailing of such notice by the Company, the Company shall,
subject to the  provisions  of Section  1.7,  cause to be  registered  under the
Securities  Act all of the  Registrable  Securities  that each such  Holder  has
requested to be registered.

                  1.4  Actions  to be taken by the  Company.  Whenever  required
under this Section 1 to effect the  registration of any Registrable  Securities,
the Company shall, as expeditiously as reasonably possible:

                  (a)  Prepare  and file  with  the  Commission  a  Registration
Statement with respect to such  Registrable  Securities and use its best efforts
to cause such Registration Statement to become effective.

                  (b)  Furnish  to the  Holders  such  numbers  of  copies  of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

                  (c)  Use  its  best   efforts  to  register  and  qualify  the
securities covered by such Registration Statement under such other securities or
blue sky laws of such  jurisdictions  as shall be  reasonably  requested  by the
Holders; provided, however, that the Company shall not be required in connection
therewith  or as a  condition  thereto to qualify  to do  business  or to file a
general consent to service of process in any such states or jurisdictions.

                  (d) In the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary form, with the managing underwriter of such offering,  and each Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations  under such an agreement.  The  underwriting  agreement will contain

<PAGE>
customary  indemnification  provisions  restricting  liability of the Holders to
liabilities arising from any written information  provided by the amount of such
Holder to the Company expressly for inclusion in the Registration  Statement and
limiting such liability to the net proceeds from the offering  actually received
by such Holder.

                  (e) Notify each Holder of  Registrable  Securities  covered by
such  Registration  Statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such 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  not  misleading  in the  light  of the  circumstances  then
existing,  such  obligation to continue until the earlier of (i) the sale of all
Registrable  Securities  registered  pursuant to the  Registration  Statement of
which  such  prospectus  forms a part or (ii)  withdrawal  of such  Registration
Statement.

                  (f) Cause all such Registrable  Securities registered pursuant
to this  Agreement to be listed on each  securities  exchange  and/or  quotation
service on which similar securities issued by the Company are then listed.

                  (g) Provide a transfer agent and registrar for all Registrable
Securities  registered  pursuant  hereunder  and a CUSIP  number  for  all  such
Registrable  Securities,  in each case not later than the effective date of such
registration.

                  (h) Use its best  efforts to  furnish,  at the  request of any
Holder  requesting  registration  of  Registrable  Securities  pursuant  to this
Section 1, on the date that such  Registrable  Securities  are  delivered to the
underwriters for sale in connection with a registration pursuant to this Section
1, if such Registrable  Securities are being sold through  underwriters,  or, if
such Registrable Securities are not being sold through underwriters, on the date
that  the  Registration  Statement  with  respect  to  such  securities  becomes
effective,  (i) an opinion,  dated such date,  of the counsel  representing  the
Company  for the  purposes of such  registration,  in form and  substance  as is
customarily given to underwriters in an underwritten public offering,  addressed

<PAGE>
to the  underwriters,  if any,  and to the Holders  requesting  registration  of
Registrable  Securities and (ii) a letter dated such date,  from the independent
certified  public  accountants  of the  Company,  in form  and  substance  as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering,  addressed to the underwriters,  if any, and to
the Holders requesting registration of Registrable Securities.

         1.5  Furnish  Information.  It shall be a  condition  precedent  to the
obligations  of the Company to take any action  pursuant to this  Section 1 with
respect to the  Registrable  Securities  of any selling  Holder that such Holder
shall furnish to the Company such information  regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the  registration  of such  Holder's  Registrable
Securities.   The  Company  shall  have  no  obligation   with  respect  to  any
registration requested pursuant to Section 1.2 of this Agreement if, as a result
of the  application  of the  preceding  sentence,  the  number  of  shares to be
included  in the  registration  does not  equal or exceed  the  number of shares
required  to  originally  trigger the  Company's  obligation  to  initiate  such
registration as specified in subsection 1.2(a).

         1.6      Expenses of Registration.

                  (a) Expenses of Demand  Registration.  All expenses other than
underwriting   discounts   and   commissions   incurred   in   connection   with
registrations,  filings or  qualifications  pursuant to Section  1.2,  including
(without limitation) all registration,  filing and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company,  and the
reasonable  fees and  disbursements  of one (1) counsel for the selling  Holders
selected by them with the approval of the Company,  which  approval shall not be
unreasonably withheld,  shall be borne by the Company;  provided,  however, that
the Company  shall not be required to pay for any  expenses of any  registration
proceeding  begun  pursuant  to  Section  1.2 if  the  registration  request  is
subsequently  withdrawn  at the  request of the  Holders  of a  majority  of the
Registrable Securities to be registered (in which case all participating Holders
shall bear such  expenses),  unless the Holders of a majority of the Registrable
Securities  agree to forfeit  their  right to demand  registration  pursuant  to
Section 1.2.
<PAGE>
                  (b) Expenses of Company Registration.  All expenses other than
underwriting   discounts   and   commissions   incurred   in   connection   with
registrations,  filings or qualifications of Registrable  Securities pursuant to
Section 1.3 for each Holder,  including  (without  limitation) all registration,
filing,  and  qualification  fees,  printers'  and  accounting  fees,  fees  and
disbursements   of  counsel  for  the  Company  and  the  reasonable   fees  and
disbursements  of one (1) counsel for the selling Holder or Holders  selected by
them with the approval of the Company,  which approval shall not be unreasonably
withheld, shall be borne by the Company.

         1.7  Underwriting   Requirements.   In  connection  with  any  offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall  not be  required  under  Section  1.3  to  include  any  of the  Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon  between the Company and the  underwriters  selected by it (or by
other  persons  entitled  to  select  the  underwriters),  and then only in such
quantity  as the  underwriters  determine  in  their  sole  discretion  will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,  including Registrable  Securities,  requested by stockholders to be
included in such offering  exceeds the amount of  securities  sold other than by
the  Company  that the  underwriters  determine  in  their  sole  discretion  is
compatible with the success of the offering,  then the Company shall be required
to  include  in the  offering  only that  number of such  securities,  including
Registrable   Securities,   which  the  underwriters  determine  in  their  sole
discretion  will not jeopardize  the success of the offering (the  securities so
included to be apportioned pro rata among the selling stockholders  according to
the total amount of securities  entitled to be included  therein (without regard
to the number of securities  actually requested to be included therein) owned by
each  selling  stockholder  or in such other  proportions  as shall  mutually be
agreed to by such selling  stockholders) but in no event shall (i) any shares be
sold by a  stockholder  exercising a demand  registration  right similar to that
granted  in  Section  1.2 be  excluded  from such  offering,  (ii) the amount of
Registrable  Securities  of the  selling  Holders  included  in the  offering be
reduced below twenty percent (20%) of the total amount of Registrable Securities
included in such offering.
<PAGE>
         1.8 Assignment of Registration  Rights. The rights to cause the Company
to register  Registrable  Securities  pursuant to this Section 1 may be assigned
(but only with all related  obligations) by a Holder to a transferee or assignee
of at least 200,000 shares of such securities, provided the Company is, within a
reasonable  time after such transfer,  furnished with written notice of the name
and address of such  transferee or assignee and the  securities  with respect to
which such registration rights are being assigned.

         1.9 Limitations on Subsequent  Registration  Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of two-thirds  (2/3) of the outstanding  Registrable  Securities,
enter into any agreement with any holder or prospective holder of any securities
of the  Company  which  would  allow such  holder or  prospective  holder (a) to
include such  securities  in any  registration  filed under  Section 1.2 hereof,
unless under the terms of such agreement,  such holder or prospective holder may
include such  securities  in any such  registration  only to the extent that the
inclusion  of its  securities  will not  reduce  the  amount of the  Registrable
Securities of the Holders which is included or (b) to make a demand registration
which could result in such registration statement being declared effective prior
to the dates set forth in subsection  1.2(a) or within one hundred  twenty (120)
days of the effective date of any registration effected pursuant to Section 1.2.

         1.10 Reports  under  Securities  Exchange  Act of 1934.  With a view to
making  available to the Holders the benefits of Rule 144 promulgated  under the
Securities  Act and any other rule or regulation of the  Commission  that may at
any  time  permit a Holder  to sell  securities  of the  Company  to the  public
pursuant  to a  registration  on Form S-3 or without  registration,  the Company
agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times so
long as the Company remains subject to the periodic reporting requirements under
Sections 13 or 15(d) of the Exchange Act;
<PAGE>
(b) file with the Commission 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 any Holder,  so long as accurate and so long as
the Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144 under the  Securities  Act, the Securities Act and the Exchange Act, or
that it qualifies as a registrant  whose  securities  may be resold  pursuant to
Form S-3 (or any successor form that provides for short-form  registration)  (at
any  time  after it so  qualifies),  (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 in
availing any Holder of any rule or  regulation of the  Commission  which permits
the  selling of any such  securities  without  registration  or pursuant to such
form.

                                    SECTION 2
                                  MISCELLANEOUS

         2.1 Severability.  The parties hereto agree that each provision of this
Agreement  shall be  interpreted  in such a manner as to be effective  and valid
under  applicable law. If any provision of this Agreement  shall  nonetheless be
held to be prohibited by or invalid under  applicable  law, such provision shall
be  effective  only to the extent of such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         2.2 Remedies.  Each party hereto will be entitled to enforce its rights
under this Agreement specifically, to recover damages by reason of any breach of
any provision  hereof,  and to exercise all other rights  existing in its favor.
Each party  hereto  agrees and  acknowledges  that money  damages  may not be an
adequate remedy for any breach of the provisions of this Agreement and that each
holder  may,  in  its  sole  discretion,  apply  for  specific  performance  and
injunctive  relief  in  order  to  enforce  or  prevent  any  violations  of the
provisions of this Agreement.

         2.3 Entire  Agreement;  Successors and Assigns.  This Agreement and all
documents  referenced herein constitute the entire agreement between the parties

<PAGE>
hereto  relative  to the  subject  matter  hereof and  supersedes  any  previous
agreement among the parties. Subject to the exceptions specifically set forth in
this  Agreement,  the terms and conditions of this Agreement  shall inure to the
benefit of and be binding upon the respective executors, administrators,  heirs,
successors and assigns of the parties.

         2.4 Governing Law. This Agreement shall be governed by and construed in
accordance  with the  laws of the  State of New  York  applicable  to  contracts
entered into and wholly to be performed within the State of New York by New York
residents.

2.5 Counterparts.  This Agreement may be executed in counterparts, each of which
shall be an original,  but all of which  together  shall  constitute one and the
same instrument.

2.6 Headings.  The section  headings of this Agreement are for  convenience  and
shall not by themselves determine the interpretation of this Agreement.

         2.7 Notices.  Any notice required or permitted hereunder shall be given
in writing and shall be  conclusively  deemed  effectively  given upon  personal
delivery,  or delivery by overnight  courier,  or five (5) days after deposit in
the United  States mail,  by  registered  or certified  mail,  postage  prepaid,
addressed (i) if to the Company,  as set forth below the  Company's  name on the
signature page of this  Agreement,  and (ii) if to the  Purchaser,  as set forth
below the Purchaser's  name on the signature page of this Agreement,  or at such
other  address as the parties may  designate by ten (10) days'  advance  written
notice to the other parties.

2.8 Amendment of Agreement.  Any provision of this Agreement may be amended by a
written instrument signed by the Company and by the Purchaser.

         2.9 Facsimile Signatures. It is agreed that telefax or facsimile copies
of this Agreement and any related documents shall be fully binding and effective
for all purposes  whether or not  original  documents  are ever  received by the
parties.  However,  each party agrees to promptly  forward  originally  executed
documents to the other party.
<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date above set forth.


                                                     NETCRUISE.COM, INC.
                                                     2401 Morris Avenue
                                                     Union, New Jersey

                                                     By:
                                                           Lawrence E. Burk
                                                              President

                                                     ACTIVE MEDIA SERVICES, INC.
                                                     1 Blue Hill Plaza
                                                    Pearl River, New York  10965


                                                     By:
                                                              -----------
                                                              Arthur Wagner
                                                              President









<PAGE>



                                   Schedule A

                                Lockup Agreement

                          See Attachment to Schedule A.


<PAGE>


</TEXT>
</DOCUMENT>
