NETCRUISE COM INC
EX-10
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EX-10
<TEXT>


 Exhibit 10.33



                                LOCKUP AGREEMENT



This Lockup Agreement ("Lockup Agreement") is made as of October 18, 2000 by and
between netcruise.com, inc. (the "Company") and Active Media Services, Inc. (the
"Purchaser").

         To facilitate the sale of the common stock,  par value $.0001 per share
(the "Common  Stock"),  of the Company  purchased  pursuant to a Stock  Purchase
Agreement,  between the Company and the Purchaser and to be registered  with the
Securities  and  Exchange  Commission  under  the  terms of  Section  1.2 of the
Purchaser Rights Agreement, between the Company and the Purchaser (the shares so
registered  pursuant to such  agreement  being  referred  to as the  "Registered
Shares"),  the Purchaser  agrees and  represents to the Company that for each of
the two requested registrations:

          (i) from the period  beginning on the date that a registration  of the
Registered  Shares  is  effective  (the  "Effective  Date")  and  ending 90 days
thereafter,  the  Purchaser  will not directly or indirectly  make,  agree to or
cause any offer,  sale,  loan,  pledge,  or other  disposition  of or  otherwise
transfer more than 250,000 Registered Shares;

         (ii) from the period  beginning  90 days after the  Effective  Date and
ending 180 days after the Effective  Date,  the  Purchaser  will not directly or
indirectly  make,  agree to or cause any offer,  sale,  loan,  pledge,  or other
disposition of or otherwise  transfer more than an additional 250,000 Registered
Shares;

         (iii) from the period  beginning 180 days after the Effective  Date and
ending 270 days after the Effective  Date,  the  Purchaser  will not directly or
indirectly  make,  agree to or cause any offer,  sale,  loan,  pledge,  or other
disposition of or otherwise  transfer more than an additional 250,000 Registered
Shares;

         (iv) from the period  beginning 270 days after the  Effective  Date and
ending 360 days thereafter,  the Purchaser will not directly or indirectly make,
agree to or cause any offer,  sale,  loan,  pledge,  or other  disposition of or
otherwise transfer more than a further 250,000 Registered Shares.


<PAGE>

         (v) The Purchaser  consents to the entry of stop-transfer  instructions
with the Company's  transfer  agent against the transfer of, and  authorizes the
Company  to  cause  the  transfer  agent  to  decline  to  transfer,  any of the
Registered Shares, provided that such instructions are in strict accordance with
the terms described above.

         (vi) The Purchaser  hereby  represents  and warrants that the Purchaser
has full power and authority to enter into the  agreements  set forth herein and
that,  upon  reasonable  request,  the  Purchaser  will  execute any  additional
documents  necessary or desirable in connection with the enforcement hereof. All
authority  herein conferred or agreed to be conferred shall survive the death or
incapacity of the  Purchaser,  and any  obligations  of the  Purchaser  shall be
binding upon the successors, and assigns of the Purchaser.

         (vii) For the avoidance of doubt,  the parties hereto  acknowledge  and
agree  that the  limitations  with  respect  to the sale of a limited  number of
Registered Shares agreed to in this Lockup Agreement shall not apply to or limit
the  sale of  other  Common  Stock  owned  by the  Purchaser  which:  (1) may be
registered pursuant to Section 1.3 of the Purchaser Rights Agreement; or (2) may
otherwise  be sold under  certain  exemptions  to  registration  pursuant to the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder.

IN WITNESS  WHEREOF,  the parties  hereto have executed this agreement as of the
date above set forth.



                                                     Active Media Services, Inc.

                                                     By: /s/___________________
                                                                Arthur Wagner
                                                                President


                                                     netcruise.com, inc.

                                                     By: /s/___________________
                                                                Lawrence E. Burk
                                                                President





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</DOCUMENT>
