EXHIBIT 10.20
                               netcruise.com, inc.
                               2401 Morris Avenue
                                 Union, NJ 07083
                                Tel: 908-810-8767
                                Fax: 908-810-8769

                             SUBSCRIPTION AGREEMENT

                                                               March 1, 2000

Joseph Perri
10 Whitwell Place
Staten Island, NY 10304

Dear Mr. Perri:

         This letter will constitute the agreement between  netcruise.com,  inc.
("Netcruise" or the "Company"), a New Jersey corporation, and yourself ("you" or
the  "Investor")  regarding  your  acquisition of shares of the $.0001 par value
common stock of Netcruise.

1.  Subscription.  The Investor  agrees to purchase from Netcruise and Netcruise
agrees to sell to the Investor  12,362,500  shares of the unissued  common stock
(the "Shares") of Netcruise as described below:

(a) for a cash purchase price of $1,897,500,  the Investor is purchasing a total
of 9,487,500 Shares;

                  (b) for a purchase price consisting of your separate agreement
to convert into Shares the Netcruise  debt owed to you by reason of your advance
of $50,000 to  Netcruise  on  February  4, 2000 (the  "Investor  Advance"),  the
Investor is purchasing a total of 250,000 Shares; and

                  (c) for a purchase price consisting of your separate agreement
to convert  into  Shares  $325,000  of  outstanding  Netcruise  debt held by you
reflected in four (4) Netcruise 8% secured convertible promissory notes; two (2)
in the face amount of $100,000 each dated November 4, 1999 and December 6, 1999,
one (1) in the face amount of $50,000  dated  January 7, 2000 and one (1) in the
face  amount of $75,000  dated  January  21, 2000  (collectively  the  "Investor
Debt"), the Investor is purchasing a total of 2,625,000 Shares.

         The  Investor  agrees  to  immediately  instruct  his  bank  to make an
electronic  transfer,  as instructed by the Company, of $1,897,500 into the IOLA
escrow  account of Scheichet & Davis,  P.C., as attorneys  for the Company,  and
hereby tenders to the Company debt conversion agreements dated this date for the
$50,000  Investor  Advance and the $325,000 of Investor Debt in full payment for
the 12,362,500 Shares being acquired hereby.

2. Representations,  Warranties and Covenants of Subscriber. The Investor hereby
acknowledges, represents, warrants, covenants and agrees as follows:


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                  (a) the  Investor has been  furnished  with full access to the
books,  records and reports of the Company,  including but not limited to all of
the Company's SEC Form 10-KSB,  10- QSB and 8-K reports and all documents  filed
by the Company or any insider  with the SEC,  and any  documents  which may have
been made  available  upon  request  (collectively  referred  to as  "additional
materials");

                  (b)  the  Investor  has  been  given  the  opportunity  to ask
questions of and receive  answers from the  Company's  officers,  directors  and
independent  accountants  concerning  matters pertaining to an investment in the
Company and has been given the opportunity to obtain such information  necessary
to verify the accuracy of information  that was otherwise  provided in order for
him to  evaluate  the merits and risks of a purchase of Shares to the extent the
Company possesses such information or can acquire it without unreasonable effort
or  expense  and has not  been  furnished  any  offering  literature  except  as
mentioned herein;

(c) the  Investor  has not  been  furnished  with  any  oral  representation  in
connection with the Shares;

                  (d) the Investor has determined that the Shares are a suitable
investment  in view of its  presently  anticipated  financial  needs and that he
could bear a loss of his investment at this time and for the foreseeable future;

                  (e) with the  exception  of his  reliance  on any  information
provided to him by the  Company as part of a due  diligence  examination  of the
Company for  purposes of reaching his decision as to whether or not to invest in
the  Company,  the  Investor  is not  relying  on  the  Company,  its  officers,
directors,  employees,  agents, investment bankers or attorneys, with respect to
individual  tax and other  legal or  economic  considerations  involved  in this
investment.  The Investor has relied on his knowledge and experience and that of
his legal  and  economic  advisors  with  regard  to the tax and other  legal or
economic considerations involved in this transaction. The Investor is capable of
evaluating the merits and risks of this investment;

                  (f) the  Investor  will not  sell or  otherwise  transfer  the
Shares without  registration  under the Securities Act of 1933 (the  "Securities
Act") and appropriate  state securities ("Blue Sky") laws or the availability of
appropriate  exemptions  therefrom and fully understands and agrees that he must
bear the  economic  risks  of his  purchase  for an  indefinite  period  of time
because,  among other  reasons,  the Shares have not been  registered  under the
Securities Act or under the Blue Sky laws of any state and, therefore, cannot be
resold, pledged, assigned, hypothecated or otherwise disposed of unless they are
subsequently  registered  under the Securities Act and under the applicable Blue
Sky laws or  pursuant  to  available  exemptions  from  such  registration.  The
Investor also understands that neither the Company nor any other person is under
any  obligation  to  register  the  Shares on his  behalf  or to  assist  him in
complying with any exemption from registration  under the Securities Act or Blue
Sky laws;

(g) the  Investor is a citizen and a resident of the United  States and New York
State;

                  (h) the  Investor is an  "accredited  investor"  as defined in
Section  2(15) of the  Securities  Act of 1933,  as amended,  and  Regulation  D
promulgated by the United States Securities and Exchange Commission thereunder;

(i) the Shares the Investor is subscribing  for will be acquired  solely for the
account of the Investor for investment purposes only and are not being purchased
for any distribution,



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subdivision  or  fractionalization   thereof;  the  Investor  has  no  contract,
undertaking agreement or arrangement with any person to sell, transfer or pledge
any Shares to such person or anyone  else and has no present  plan to enter into
any such contract, undertaking, agreement or arrangement;

                  (j) the Investor has  furnished  the Company with  information
about the Investor and such information is correct and complete as of this date.
If there should be any material  change in such  information,  the Investor will
immediately furnish such revised or corrected information to the Company; and

                  (k) he has made  the  foregoing  representations,  warranties,
covenants and agreements knowing that they shall survive his purchase of Shares.

3. Representations,  Warranties and Covenants of the Company. The Company hereby
acknowledges, represents, warrants, covenants and agrees as follows:

                  (a) The  Company  is a  corporation  duly  organized,  validly
existing and in good standing  under the laws of the State of New Jersey and has
all  requisite  power and  authority to own,  lease and operate its  properties,
carry on its  business  as now being  conducted,  enter  into this  Subscription
Agreement and consummate the transactions contemplated hereby. The execution and
delivery  by  the  Company  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby have been duly and validly  authorized by all
necessary  corporate  action on the part of the Company and this  Agreement is a
legal,  valid and  binding  obligation  of the Company  enforceable  against the
Company in accordance with its terms.  Neither the execution and delivery by the
Company of this Agreement nor the consummation of the transactions  contemplated
hereby  will  conflict  with or  result  in a  breach  of any  provision  of its
Certificate of  Incorporation  or By-Laws or result in a material  default under
any of  the  terms,  conditions  or  provisions  of any  note,  bond,  mortgage,
indenture,  license, agreement,  judgment, court order, restraint, lien or other
instrument or obligation to which the Company is a party or by which the Company
or its assets or properties may be bound.

                  (b) The Company has furnished  the Investor  with  information
about the Company and such information is correct and complete as of the date of
this  Subscription  Agreement.  If there should be any  material  change in such
information,  the Company  will  immediately  furnish  such revised or corrected
information to the Investor.

                  (c)  The  Company  has  made  the  foregoing  representations,
warranties,  covenants  and  agreements  knowing  that they  shall  survive  the
Investor's purchase of the Shares.

4. Investor Awareness.  The Investor acknowledges his complete  understanding of
the following facts:

                  (a) No federal or state agency has passed upon the  investment
quality of the Shares or made any finding or  determination  as to the fairness,
merits or risks of any investment in them.

(b)  There  are  substantial  risks of loss of the  investment  incident  to the
purchase of Shares.

                  (c) The Shares have not been  registered  under the Securities
Act or any  Blue  Sky  laws  and  must  be held  indefinitely  unless  they  are
subsequently so registered or exemptions from such  registration  are available.
The Investor has no right to require that the Shares be registered under the



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Securities  Act or any  Blue  Sky laws and the  Shares  cannot  be sold  without
registration or other compliance with the Securities Act and applicable Blue Sky
laws.  In  summary,  the  Investor  understands  that the  Shares  have not been
registered  under the securities laws of any  jurisdiction,  that no one has any
obligation  to  register  them and that all Shares  purchased  by him may not be
transferred  unless they are registered,  or an exemption from such registration
is otherwise available.

5.  Modification.  Neither  this  Agreement  nor any  provision  hereof shall be
waived,  modified,  discharged or terminated  except by an instrument in writing
signed  by the  party  against  whom  any  waiver,  modification,  discharge  or
termination is sought.

         6. Notices.  Any notice,  demand or other communication which any party
hereto may be required,  or may elect, to give anyone interested hereunder shall
be sufficiently given if (a) deposited, postage prepaid, in a United States mail
letter box, registered or certified mail, return receipt requested, addressed to
such  address  as may be  given  herein,  or (b)  delivered  personally  at such
address,  or (c) delivered by fax  transmission to a fax number provided by such
person (who  confirms  receipt  thereof).  The addresses and fax numbers for the
delivery of notices are as follows:

         If to the Company:         netcruise.com, inc.
                                    2401 Morris Avenue
                                    Union, NJ  07083
                                    Tel: 908-810-8767
                                    Fax: 908-810-8769

         with a copy to:            William J. Davis, Esq.
                                    Scheichet & Davis, P.C.
                                    505 Park Avenue - 20th Floor
                                    New York, NY 10022
                                    Tel. (212) 688-3200
                                    Fax:  (212) 371-7634

         If to the Investor:        Joseph Perri
                                    10 Whitwell Place
                                    Staten Island, NY 10304

         with a copy to:            Stephen Goldman, Esq.
                                    2013 O Street, NW
                                    Washington, DC 20036
                                    Tel: (202) 293-2554
                                    Fax:  (202) 293-2556

7.  Counterparts.  This Subscription  Agreement may be executed in any number of
counterparts and each of such counterparts  shall, for all purposes,  constitute
one agreement binding on all the parties.

         8.  Binding  Effect.   Except  as  otherwise   provided  herein,   this
Subscription  Agreement  shall be binding  upon and inure to the  benefit of the
parties and their respective heirs, executors, administrators, successors, legal
representatives  and assigns.  If the  undersigned is more than one person,  the
obligation  of the  undersigned  shall be joint and several  and the  covenants,
agreements,  representations,  warranties and  acknowledgments  herein contained
shall be deemed to be made by and be binding upon each such person.



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         9. Entire Agreement.  This instrument,  the Anti-Dilution Agreement and
the UIT Contingency Agreement between the Investor and Netcruise dated this date
contain the entire  agreement  of the parties and there are no  representations,
warranties,  covenants  or other  agreements,  except as stated or  referred  to
herein and therein.

         10.  Benefit and Transfer or Assignment.  Except as provided  otherwise
herein,  this  Subscription  Agreement is not  transferable or assignable by the
undersigned without the written consent of the Company,  which consent shall not
be  unreasonably  withheld.  No such  written  consent  shall be required  for a
transfer or  assignment  by the Investor of his rights or  interests  under this
Subscription  Agreement to a corporation or limited  liability  company in which
the Investor owns,  directly or  indirectly,  more than 50% of the capital stock
and in which all other shareholders are accredited investors.

11.  Applicable  Law.  This  Subscription  Agreement  shall be  governed  by and
construed in  accordance  with the laws of the State of New York without  giving
effect to that state's conflicts of laws provisions.

Investor:                                      Company: netcruise.com, inc

/s/ Joseph Perri                               By: /s/ Larry E. Burk, President
    ------------                                   ------------------------

                                               Attest:
                                                  /s/ John H. Wasko, Secretary



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