Exhibit 10.28



         WARRANT AGREEMENT dated as of April 24, 2000 (the "Agreement")  between
netcruise.com,  inc., a New Jersey corporation (the "Company"),  whose principal
place of  business is 2401  Morris  Avenue,  Union,  NJ 07083,  United  Internet
Technologies,  Inc., a Delaware  corporation  ("UIT"and the "Holder"),  with its
principal place of business at 1990 Westwood Boulevard, Suite P, Los Angeles, CA
90025.

                                                W I T N E S S E T H:
                                                - - - - - - - - - -

         WHEREAS,  the  Company  proposes to issue to the Holder  warrants  (the
"Series U  Warrant")  to purchase up to an  aggregate  of 400,000  shares of the
Company's common stock, $.0001 par value, (the "Common Stock").

         NOW, THEREFORE, in consideration of the premises, the agreements herein
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

1.  Grant.  The  Company  hereby  agrees  to issue to the  Holder  the  warrants
described in Section 1.1 below. -----

1.1  Series U Warrant.  The  Series U Warrant  grants to the Holder the right to
purchase, at any time from April 24, 2000 ----------------  until 5:00 P.M., New
York time, on April 23, 2005, up to an aggregate of 400,000  shares  (subject to
adjustment as provided in Section 8 hereof) of Common Stock (the "Shares") at an
initial  exercise  price (subject to adjustment as provided in Section 8 hereof)
of $1.00 per share subject to the terms and conditions of this Agreement. Except
as set forth herein,  the shares  issuable upon exercise of the Series U Warrant
are in all  respects  identical to the shares of Common Stock held by all of the
Company's other shareholders.

         2.  Warrant   Certificate.   The  warrant   certificate  (the  "Warrant
Certificate")  delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such appropriate insertions,  omissions,  substitutions, and other variations as
required or permitted by this Agreement.



<PAGE>
         3. Exercise of Warrant.  The purchase rights represented by the Warrant
Certificate  are  exercisable  from time to time at the  option of the Holder in
whole or part (but not as to fractional shares of the Common Stock). In the case
of the  purchase  of less  than all  Common  Stock  purchasable  under a Warrant
Certificate,  the  Company  shall  cancel  that  Warrant  Certificate  upon  the
surrender  thereof and shall  execute and deliver a new Warrant  Certificate  of
like tenor for the  balance of the Common  Stock  purchasable  thereunder.  Upon
surrender of a Warrant Certificate with the annexed Form of Election to Purchase
duly  executed,  together  with  payment of the Exercise  Price (as  hereinafter
defined in Section 6) for the Common Stock purchased at the Company's  principal
offices  (presently  located at 2401 Morris Avenue,  Union, NJ 07083) the Holder
shall be  entitled to receive a  certificate  or  certificate  for the shares of
Common Stock so purchased.

3.1 Method of Exercise. Payment of the Exercise Price shall at the option of the
Holder be by any one or more of the following three methods:

(a) by payment to the Company of the  Exercise  Price in cash by delivery to the
Company of an  electronic  transfer or certified or official  bank check in good
funds;

                  (b) by  surrender  to the  Company  of the number of shares of
Common Stock held of record by the Holder which, when valued at the Market Price
(as  hereinafter  defined in Section 3.2),  have an aggregate value equal to the
Exercise  Price for the  Shares  to be  issued  upon  exercise  of the  Series U
Warrant; or
                  (c) by delivering to the Company written  instructions  signed
by the Holder to issue that  number of Shares  issuable  upon the  exercise of a
Series U Warrant  determined by  multiplying  the number of Shares in respect of
which the Series U Warrant is being  exercised by a fraction,  the  numerator of
which shall be the Exercise Price on the date of exercise and the denominator of
which shall be the Market Price on the date of exercise.

3.2 Definition of Market Price. As used herein, the phrase "Market Price" at any
date shall be deemed to be the price of the Common Stock determined as follows:

                  (a) If the Common  Stock is listed,  or  admitted  to unlisted
trading privileges on the New York Stock Exchange ("NYSE") or the American Stock
Exchange  ("AMEX"),  or is traded on the Nasdaq  National Market System ("NSM"),
the Market  Price shall be the closing sale price of the Common Stock at the end
of the regular  trading  session on the last  business  day prior to the date of
exercise of the Series U Warrant on whichever  of such  exchanges or NSM had the
highest average daily trading volume for the Common Stock on such day; or


<PAGE>
                  (b) If the Common  Stock is not listed or admitted to unlisted
trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but
is quoted or reported on Nasdaq, the Market Price shall be the closing price (or
the last sale price,  if then reported by Nasdaq) of the Common Stock at the end
of the regular  trading  session on the last  business  day prior to the date of
exercise of the Series U Warrant as quoted or reported on Nasdaq; or

                  (c) If the Common Stock is not listed, or admitted to unlisted
trading privileges,  on either of the NYSE or the AMEX, and is not traded on NSM
or quoted or reported on Nasdaq,  but is listed or admitted to unlisted  trading
privileges on the Boston Stock Exchange ("BSE") or another  national  securities
exchange  (other  than the NYSE or the  AMEX),  the  Market  Price  shall be the
closing price of the Common Stock at the end of the regular  trading  session on
the last  business  day prior to the date of exercise of the Series U Warrant on
whichever of such exchanges has the highest average daily trading volume for the
Common Stock on such day; or
                  (d) If the Common  Stock is not listed or admitted to unlisted
trading privileges on any national securities exchange, or listed for trading on
NSM or quoted  or  reported  on  Nasdaq,  but is traded in the  over-the-counter
market, the Market Price shall be the average of the last reported bid and asked
prices of the Common Stock reported by the Nasdaq Bulletin Board or the National
Quotation Bureau, Inc. on the last business day prior to the date of exercise of
the Series U Warrant, whichever is highest; or
                  (e) If the Common  Stock is not listed or admitted to unlisted
trading privileges on any national securities exchange, or listed for trading on
NSM or quoted or  reported  on  Nasdaq,  and bid and asked  prices of the Common
Stock are not  reported  by the  Nasdaq  Bulletin  Board or  National  Quotation
Bureau,  Inc., the Market Price shall be the book value thereof as of the end of
the most recently  completed  fiscal  quarter of the Company ending prior to the
date of exercise,  determined in accordance with generally acceptable accounting
principles, consistently applied.



<PAGE>


         4.  Issuance of  Certificate.  Upon the exercise of a Series U Warrant,
the issuance of  certificate  for shares of Common Stock shall be made forthwith
(and in any event within five (5) business days  thereafter)  without  charge to
the Holder thereof including,  without limitation,  any tax which may be payable
in respect of the issuance  thereof,  and such certificate shall (subject to the
provisions  of  Section 5 hereof)  be issued in the name of, or in such names as
may be directed  by, the Holder  thereof;  provided,  however,  that the Company
shall not be  required  to pay any tax which may be  payable  in  respect of any
transfer involved in the issuance and delivery of any such certificate in a name
other than that of the Holder and the Company  shall not be required to issue or
deliver such  certificate  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
         The Warrant  Certificate  and the certificate  representing  the Shares
shall be executed on behalf of the Company by the manual or facsimile  signature
of the then  present  Chairman  or Vice  Chairman of the Board of  Directors  or
President or Vice President of the Company under its corporate  seal  reproduced
thereon,  attested to by the manual or  facsimile  signature of the then present
Secretary or Assistant  Secretary of the Company.  The Warrant Certificate shall
be dated the date of execution by the Company upon initial  issuance,  division,
exchange, substitution or transfer.

         5.  Restriction  On  Transfer  of  Warrants.  The  Holder  of a Warrant
Certificate,  by  acceptance  thereof,  covenants  and agrees  that the Series U
Warrant  is  being  acquired  as an  investment  and  not  with  a  view  to the
distribution  thereof.  The Series U Warrant and the  securities  issuable  upon
exercise  thereof  may not be offered or sold except  pursuant  to an  effective
registration  statement under the Securities Act of 1933, as amended (the "Act")
or, to the extent applicable, Rule 144 under such Act (or any similar rule under
such Act relating to the disposition of  securities),  or an opinion of counsel,
if such opinion  shall be  reasonably  satisfactory  to counsel for the Company,
that an exemption from registration under such Act is available.

         6. Initial and Adjusted Exercise Price. Except as otherwise provided in
Section 8 hereof,  the  "Exercise  Price" of the  Series U Warrant  to  purchase
Common Stock shall be equal to the initial  exercise  price set forth in Section
1.1 above,  subject to the adjustments which shall result from time to time from
in accordance with the provisions of Section 8 hereof.

         7. No Right To  Registration.  The  Holder  does not have any  right to
require that the Company register the Series U Warrant,  or the shares of Common
Stock  underlying  the Series U  Warrant,  under the Act or under any other law,
rule or regulation of any jurisdiction.






<PAGE>


         8.       Adjustments to Exercise Price and Number of Securities.
         8.1 Subdivision and Combination.  In case the Company shall at any time
subdivide or combine the outstanding  shares of Common Stock, the Exercise Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.
         8.2  Adjustment in Number of  Securities.  Upon each  adjustment of the
Exercise  Price  pursuant  to the  provisions  of this  Section 8, the number of
shares of Common Stock issuable upon the exercise at the adjusted exercise price
of the Series U Warrant  shall be  adjusted  to the  nearest  full  amount.  The
adjustment  shall be  determined  by  multiplying a number equal to the Exercise
Price in effect  immediately prior to such adjustment by the number of shares of
Common Stock issuable upon exercise of the Series U Warrant immediately prior to
such  adjustment  and dividing the product so obtained by the adjusted  Exercise
Price.
         8.3 Definition of Common Stock. For the purpose of this Agreement,  the
term  "Common  Stock"  shall  mean (i) the class of stock  designated  as Common
Shares in the Certificate of  Incorporation  of the Company as amended as of the
date hereof, or (ii) any other class of stock resulting from successive  changes
or reclassifications of such Common Stock.
         8.4  Merger  or  Consolidation.  In  case of any  consolidation  of the
Company  with,  or merger of the Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the Holder a  supplemental  warrant  agreement  providing that the holder of the
Series U Warrant  then  outstanding  or to be  outstanding  shall have the right
thereafter  (until the  expiration  of such Series U Warrant)  to receive,  upon
exercise  of such  warrant,  the kind and  amount  of  shares of stock and other
securities  and property  receivable  upon such  consolidation  or merger,  by a
holder of the  number of shares of Common  Stock of the  Company  for which such
Series  U  Warrant  might  have  been  exercised   immediately   prior  to  such
consolidation,  merger,  sale or transfer.  Such supplemental  warrant agreement
shall  provide for  adjustments  which  shall be  identical  to the  adjustments
provided in Section 8. The above  provision of this  subsection  shall similarly
apply to successive consolidations or mergers.

          8.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of
          the Exercise Price shall be made:


          (a) upon the  issuance  or sale of a Series U Warrant or the shares of
          Common Stock issuable upon the exercise of a Series U Warrant;


<PAGE>


                  (b) the  issuance of any other class of stock  resulting  from
successive changes or  reclassifications  of such Common Stock consisting solely
of changes in par value, or
                  (b) if the  amount of said  adjustment  shall be less than two
(2) cents per share of Common Stock,  provided,  however,  that in such case any
adjustment  that would  otherwise  be required  then to be made shall be carried
forward and shall be made at the time of and together  with the next  subsequent
adjustment which, together with any adjustment so carried forward,  shall amount
to at least two (2) cents per share of Common Stock.

         9.  Exchange  and  Replacement  of  Warrant  Certificate.  The  Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase the same number of Common Stock in such denominations as shall
be designed by the Holder thereof at the time of such surrender.
         Upon receipt by the Company of evidence  reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of any Warrant Certificate,  and,
in case of loss,  theft or  destruction,  of  indemnity  or security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and cancellation of a Series U Warrant,
if  mutilated,  the Company will make and deliver a new Warrant  Certificate  of
like tenor, in lieu thereof.
         10.  Elimination  of  Fractional  Interests.  The Company  shall not be
required  to issue  fractional  shares of Common  Stock upon the  exercise  of a
Series U  Warrant.  Warrants  may only be  exercised  in such  multiples  as are
required to permit the  issuance  by the Company of one or more whole  shares of
Common Stock. If one or more Series U Warrant shall be presented for exercise in
full at the same time by the same  Holder,  the number of whole shares of Common
Stock which shall be issuable  upon such  exercise  thereof shall be computed on
the basis of the  aggregate  number of shares  of Common  Stock  purchasable  on
exercise of the Series U Warrants so  presented.  If any  fraction of a share of
Common Stock would,  except for the provisions  provided herein,  be issuable on
the exercise of any Series U Warrant (or specified portion thereof), the Company
shall pay an amount in cash equal to such fraction multiplied by the then Market
Price determined as set forth in Section 3.2 above.



<PAGE>


         11.  Reservation of Securities.  The Company shall at all times reserve
and keep available out of its authorized shares of Common Stock,  solely for the
purpose of  issuance  upon the  exercise  of a Series U Warrant  such  number of
shares of Common  Stock or other  securities,  properties  or rights as shall be
issuable upon the exercise thereof.  The Company covenants and agrees that, upon
exercise of a Series U Warrant and payment of the Exercise Price  therefor,  all
shares of Common Stock and other Securities issuable upon such exercise shall be
duly and  validly  issued,  fully  paid,  non-assessable  and not subject to the
preemptive rights of any stockholder.

         12.  Notices to Warrant  Holder.  Nothing  contained in this  Agreement
shall be construed as conferring upon the Holder the right to vote or to consent
or to receive notice as a stockholder in respect of any meetings of stockholders
for the  election  of  directors  or any other  matter,  or as having any rights
whatsoever as a stockholder of the Company.  If,  however,  at any time prior to
the expiration of the Series U Warrants and their exercise, any of the following
events shall occur:
                  (a) the  Company  shall  take a record  of the  Holder  of its
shares of Common Stock for the purpose of  entitling  them to receive a dividend
or distribution  payable other than in cash, or a cash dividend or distribution;
or
                  (b) the  Company  shall  offer to all the Holder of its Common
Stock any  additional  shares of  capital  stock of the  Company  or  securities
convertible into or exchangeable for shares of capital stock of the Company,  or
any option, right or warrant to subscribe therefor; or
                  (c) a merger or  consolidation,  dissolution,  liquidation  or
winding  up of the  Company,  or a  sale  of  all  or  substantially  all of its
property, assets and business as an entirety shall be proposed; then, in any one
or more of said events,  the Company shall give written  notice of such event at
least  thirty  (30) days prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the stockholders entitled to
such  dividend,   distribution,   convertible  or  exchangeable   securities  or
subscription  rights,  or  entitled  to  vote  on  such  proposed   dissolution,
liquidation,  winding up or sale.  Such notice shall specify such record date or
the date of closing the transfer book, as the case may be.

         13.      Notice.
         All  notices,  requests,  consents and other  communications  hereunder
shall be in  writing  and  shall be  deemed to have been duly made and sent when
delivered, or mailed by registered or certified mail, return receipt requested:


<PAGE>


          (a) If to the registered Holder of a Series U Warrant,  to the address
          of such Holder as shown on the books of the Company; or

 (b) If to the  Company,  to the address set forth in Section 3
hereof or to such other  address as the Company may  designate  by notice to the
Holder.

          14.  Successors.  All the covenants and  provisions of this  Agreement
          shall be binding  upon and inure to the  benefit of the  Company,  the
          Holder and their respective successors and assigns hereunder.

          15.  Termination.  This  Agreement  shall  terminate  at the  close of
          business on April 23, 2005.


         16.  Governing  Law;  Legal  Expenses.  This  Agreement and the Warrant
Certificate  issued  hereunder  shall be deemed to be a contract  made under the
laws of the State of New  Jersey  and for all  purposes  shall be  construed  in
accordance  with the laws of said State  without  giving  effect to the rules of
said State governing the conflicts of laws.
          The  Company  and the Holder  agree that the  prevailing  party in any
action or proceeding  filed in connection  with this Agreement shall be entitled
to recover from the other party all of its costs and  expenses  relating to such
action or proceeding and incurred in connection with the  preparation  therefor,
including but not limited to reasonable legal fees.

          17. Entire Agreement; Modification. This Agreement contains the entire
          understanding  between the parties  hereto with respect to the subject
          matter  hereof and may not be modified or amended  except by a writing
          duly signed by the party against whom  enforcement of the modification
          or amendment is sought.

          18. Severability.  If any provision of this Agreement shall be held to
          be invalid or unenforceable, such invalidity or unenforceability shall
          not affect any other provision of this Agreement.



<PAGE>


          19.  Captions.  The caption headings of the Sections of this Agreement
          are for convenience of reference only and are not intended, nor should
          they be construed  as, a part of this  Agreement and shall be given no
          substantive effect.

         20.  Benefits of this  Agreement.  Nothing in this  Agreement  shall be
construed  to give to any person or  corporation  other than the Company and the
Holder any legal or equitable right,  remedy or claim under this Agreement;  and
this Agreement shall be for the sole benefit of the Company and the Holder.

          21.  Counterparts.  This  Agreement  may be  executed in any number of
          counterparts and each of such  counterparts  shall for all purposes be
          deemed  to  be an  original,  and  such  counterparts  shall  together
          constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

                            netcruise.com, inc.


                    By:      /s/_______________________________
                             Name: Lawrence E. Burk
                         Title: Chief Executive Officer


                       United Internet Technologies, Inc.


                    By:      /s/_______________________________
                                 Name:    Sonia Mikic
                         Title: Chief Executive Officer






<PAGE>


                                                      EXHIBIT A

                                       [FORM OF SERIES U WARRANT CERTIFICATE]

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE
UPON  EXERCISE  THEREOF  MAY NOT BE OFFERED OR SOLD  EXCEPT  PURSUANT  TO (i) AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT  APPLICABLE,  RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES),  OR (iii) AN OPINION OF COUNSEL,  IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                                              EXERCISABLE ON OR BEFORE
                                      5:00 P.M., NEW YORK TIME, April 23, 2005

No. U-1                                      Series U Warrants to Purchase
                                     400,000 Shares of Common Stock

                                            SERIES U WARRANT CERTIFICATE

         This Warrant Certificate  certifies that United Internet  Technologies,
Inc., or registered  assigns,  is the registered holder of Four Hundred Thousand
(400,000) Warrants to purchase initially,  at any time from April 24, 2000 until
5:00 p.m.  New York  time on April  23,  2005  ("Expiration  Date"),  up to Four
Hundred Thousand (400,000) fully-paid and non-assessable shares of common stock,
$.0001  par  value  ("Common  Stock")  of  netcruise.com,  inc.,  a  New  Jersey
corporation  (the  "Company"),   at  the  initial  exercise  price,  subject  to
adjustment in certain  events (the "Exercise  Price"),  equal to $1.00 per share
upon surrender of this Warrant  Certificate and payment of the Exercise Price at
an office or agency of the  Company,  but  subject to the  conditions  set forth
herein and in the  Warrant  Agreement  dated as of April 24,  2000  between  the
Company  and United  Internet  Technologies,  Inc.  (the  "Warrant  Agreement").
Payment of the Exercise Price shall be made in accordance with the provisions of
Section 3.1 of the Warrant Agreement.

         No Warrant  may be  exercised  after 5:00 p.m.,  New York time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, hereby shall thereafter be void.

         The Warrants  evidenced by this Warrant  Certificate are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations,  duties and immunities thereunder of the Company and the
holder (the word "holder" meaning the registered holder) of the Warrants.



<PAGE>


         The Warrant  Agreement  provides  that upon the  occurrence  of certain
events the Exercise  Price and the type and number of the  Company's  securities
issuable  thereupon may,  subject to certain  conditions,  be adjusted.  In such
event,  the Company  will,  at the  request of the  holder,  issue a new Warrant
Certificate  evidencing  the adjustment in the Exercise Price and the number and
type of  securities  issuable  upon  the  exercise  of the  Warrants;  provided,
however,  that the failure of the Company to issue such new Warrant  Certificate
shall not in any way  change,  alter,  or  otherwise  impair,  the rights of the
holder as set forth in the Warrant Agreement.

         Upon due  presentment  for  registration  of transfer  of this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate of
like tenor and  evidencing in the  aggregate a like number of Warrants  shall be
issued to the transferee(s) in exchange for this Warrant Certificate, subject to
the limitations provided herein and in the Warrant Agreement, without any charge
except for any tax or other governmental  charge imposed in connection with such
transfer.

         Upon the  exercise of less than all of the  Warrants  evidenced by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such numbered unexercised Warrants.

         The  Company  may deem and treat the  registered  holder  hereof as the
absolute  owner of this  Warrant  Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof, and of any distribution to the holder hereof, and for all other
purposes, and the Company shall not be affected by any notice to the contrary.

         All terms used in this  Warrant  Certificate  which are  defined in the
Warrant  Agreement  shall  have the  meanings  assigned  to them in the  Warrant
Agreement.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated as of April 24, 2000

Attest:                                    netcruise.com, inc.

/s/ John H. Wasko                           By:      /s/ Lawrence E. Burk
-----------------                                    --------------------
Name:    John H. Wasko                               Name:    Lawrence E. Burk
Title:   Secretary                           Title:   Chief Executive Officer














<PAGE>


                                                [FORM OF ASSIGNMENT]



                               (To  be executed by the registered holder if such
                                    holder   desires  to  transfer  the  Warrant
                                    Certificate.)



 FOR VALUE RECEIVED,                           hereby sells, assigns and unto
                               --------------------------------------------


                                    (Please print name and address of transferee


this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby reasonably  constitute and appoint  ___________________________,
as Attorney,  to transfer  the within  Warrant  Certificate  on the books of the
within-named Company, with full power of substitution.


Date:
Signature:
                                                              (Signature    must
                                                                conform  in  all
                                                                respects to name
                                                                of   holder   as
                                                                specified on the
                                                                face    of   the
                                                                Warrant
                                                                Certificate.)




                              (Insert Social Security or Other Identifying
                                         Number of Assignee)




















<PAGE>



                                           [FORM OF ELECTION TO PURCHASE]


         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by this Warrant Certificate, to purchase:

                               Shares
                                Series U Warrants

          and herewith tenders payment for such  securities,  in accordance with
          the provisions of Section 3.1 of the Warrant Agreement dated April 24,
          2000 between the undersigned and netcruise.com, inc., in the amount of
          $__________.  The  undersigned  requests that a  certificate  for such
          securities be registered in the name of whose address is and that such
          Certificate       be       delivered       to      whose       address
          ----------------------------------------------           is          .
          ------------------------------------------------


          Signature (Signature must conform in all respects to name of holder as
          specified on the face of the Warrant Certificate.)



          (Insert Social Security or Other Identifying Number of Holder)