EXHIBIT 10.23
                               netcruise.com, inc.
                               2401 Morris Avenue
                                 Union, NJ 07083
                                Tel: 908-810-8767
                                Fax: 908-810-8769

                              Contingency Agreement


                                                           March 1, 2000

Joseph Perri
10 Whitwell Place
Staten Island, NY 10304

Dear Mr. Perri:

         This letter will  confirm the  agreement  between  netcruise.com,  inc.
("Netcruise" or the "Company"), a New Jersey corporation, and yourself ("you" or
the "Investor")  regarding  possible changes in the  Subscription  Agreement and
Anti-Dilution  Option  Agreement  which we have  executed  today  and  which are
contingent upon the happening of events discussed below.

         The contingent  changes  agreed-to in this  Contingency  Agreement (the
"Contingency  Agreement")  relate to pending  agreements  with  United  Internet
Technologies,  Inc., a Delaware corporation ("UIT") and Brian Shuster regarding,
among other  things,  UIT's sale to you of  1,500,000  shares  (the  "Additional
Shares") of the $.0001 par value common  stock  ("Shares")  of  Netcruise  for a
purchase  price  of  $375,000,  its  sale  to  you  or  forgiveness  of  certain
outstanding  Netcruise debt obligations held by UIT and its affiliates (the "UIT
Debt") for a purchase price of $225,000,  cancellation of the Netcruise Class V,
W, X and Y Common Stock Purchase  Warrants for an aggregate of 2,000,000  Shares
and the  issuance to UIT of a Common  Stock  Purchase  Warrant to purchase up to
500,000  Shares  during a period of five years at a purchase  price of $1.00 per
share (collectively referred to as the "Pending UIT Transaction").

         You have agreed that you will  purchase the  Additional  Shares and UIT
Debt for $600,000 in accordance with the draft  agreements  previously  prepared
and  provided  to your  attorney  or,  in the  alternative,  will  purchase  the
Additional  Shares  alone for  $375,000  and provide an  additional  $225,000 to
Netcruise  for it to  obtain  forgiveness  of the UIT  Debt.  In  either  event,
Netcruise  has  agreed  to  issue to you an  additional  1,125,000  Shares  upon
satisfaction  of the UIT Debt by either your purchase of it from UIT followed by
your  conversion  of it into  Netcruise  equity,  or by Netcruise  utilizing the
funding being provided by you to make a satisfaction payment to UIT.

         We have mutually  agreed that in the event the Pending UIT  Transaction
does not close within 45 days after the date of this  agreement,  Netcruise will
issue to you an  additional  4,625,000  Shares for a purchase  price of $600,000
pursuant  to the terms and  conditions  of the  Subscription  Agreement.  If the
Pending  UIT  Transaction  is  completed  thereafter,  you  agree  surrender  to
Netcruise for  cancellation,  as a contribution  to capital,  a number of Shares
equal to the difference  between the Shares  (including  those issuable upon the
exercise of warrants) held by UIT and Brian Shuster before



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completion  of the  Pending  UIT  Transaction  and the Shares  (including  those
issuable upon the exercise of warrants) held by them after the completion of the
Pending UIT Transaction.

         In  either  event,  we  have  further  mutually  agreed  to  amend  the
Anti-Dilution Option Agreement to reflect the adjusted holdings of Shares by you
and the adjusted  number of Shares  issued and  outstanding  on a fully  diluted
basis (as described in paragraph #1 of the Anti-Dilution Option Agreement) so as
to recompute your  Percentage  Interest as defined in the  Anti-Dilution  Option
Agreement  as  if  your  acquisition  of  Additional  Shares  pursuant  to  this
contingency  agreement  took  place as of the date of the  Anti-Dilution  Option
Agreement.  We mutually expect that your Percentage  Interest upon recomputation
will total approximately 64%.

         We also mutually  agree to  incorporate  herein by reference all of our
respective  representations  and  warranties  as contained  in the  Subscription
Agreement, dated this date.

         If the foregoing confirms your  understanding of our agreement,  kindly
so indicate by signing the enclosed  copy of this letter and  returning it to us
immediately.

                                       Very truly yours,

                                       netcruise.com, inc

                                      By: /s/ Larry E. Burk, President



                                      Attest:

                                      /s/ John H. Wasko, Secretary


ACCEPTED AND AGREED:


/s/ Joseph Perri





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