Exhibit 10.27

                       SOFTWARE LICENSE AND DOMAIN NAME ASSIGNMENT AGREEMENT
         THIS  AGREEMENT  is made and entered  into  effective  this 24th day of
April , 2000 by and  between  United  Internet  Technologies,  Inc.  a  Delaware
corporation,  having a principal  place of business at 1990 Westwood  Boulevard,
Los  Angeles,   California   (hereinafter   referred  to  as  "LICENSOR"),   and
netcruise.com,  inc.,  a New Jersey  corporation,  having a  principal  place of
business at 2401 Morris Avenue,  Union, New Jersey  (hereinafter  referred to as
"LICENSEE").

                                                   RECITALS

         1. LICENSOR has designed,  developed  and/or acquired rights in certain
computer  software and  technology,  which  software and technology is described
more fully in Appendix "A" attached hereto and by this  reference,  incorporated
herein. Hereinafter said software and technology is referred to as the "LICENSED
SOFTWARE.  In addition,  LICENSOR is the owner of one or more domain names which
include the term "netcruise."

         2. LICENSEE desires an exclusive  license to use the LICENSED  SOFTWARE
in connection with Travel Related Applications as defined below, and LICENSOR is
willing to grant such license,  subject to the terms and conditions  hereinafter
set  forth.  Further,  LICENSEE  desires to be the owner of domain  names  which
include the term "netcruise" and LICENSOR is willing to assign such domain names
to LICENSEE.

         3. LICENSEE acknowledges  LICENSOR's proprietary rights and interest in
the LICENSED SOFTWARE, and is willing to accept the terms and conditions of this
Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth hereinbelow, LICENSOR and LICENSEE hereby agree as follows:

         1. License Grant:
            --------------
         (a)  LICENSOR  hereby  grants  to  LICENSEE,  for the term  hereof,  an
exclusive,  even as to LICENSOR,  non-transferable,  worldwide except for Europe
and the  United  Kingdom,  fully  paid up  license  to use  for  Travel  Related
Applications as defined below the LICENSED SOFTWARE  delivered to it by LICENSOR
hereunder,  to create videos distributed on CD-ROM which run inside a standalone
window comprising the items identified in Appendix "A." Expressly  excluded from
this grant is the right to use the LICENSED  SOFTWARE to create videos which may
be  embedded  within a window  which  contains  web page data in  addition  to a
created video,  or which utilizes any of LICENSOR's  technology  other than that
which was used to create the Sample PAV files  identified  in  Appendix A. As to
Europe and the United Kingdom, this grant is non-exclusive.  This grant does not
provide LICENSEE with any right to sub-license or otherwise  transfer any of the
rights granted herein.
         (b) "Use" or "use" as used herein in connection with LICENSED  SOFTWARE
means (i) entering any portion of the LICENSED  SOFTWARE  from storage  units or
media into a computer;  (ii) running any portion of the LICENSED SOFTWARE in the
course of operating or supporting the operation of a computer;  and (iii) making
copies of the LICENSED  SOFTWARE for  internal  use as needed,  for  safekeeping
(archival) and for backup purposes,  but not for distribution to others,  except
for  the  UL  Player  which  may be  copied  and  distributed  to  others  on an
unrestricted basis.  Notwithstanding LICENSEE's right to copy and distribute the
UL Player,  it is understood  and agreed that LICENSOR  retains all ownership of
the copyright and technology  contained in the UL Player. Under no circumstances
may LICENSEE make modifications to the LICENSED SOFTWARE.

         2.  Definition  of Travel  Related  Applications:  For  purposes of the
license granted hereunder,  Travel Related Applications means using the LICENSED
SOFTWARE  to  develop  CD-ROMs  with video  files and audio  files  showing  and
describing  food,  lodging,  transportation  and travel  arrangements and travel
destinations  for use by  customers  to assist  them in making  decisions  as to
transportation  destinations  and lodging for business and personal  travelling,
which CD-ROMs are for use in  conjunction  with an Internet  based web site. All
other uses of the  LICENSED  SOFTWARE by  LICENSEE  are outside the scope of the
license grant and are strictly prohibited.  Further, even with respect to Travel
Related Applications, LICENSEE is prohibited from using the LICENSED SOFTWARE to
develop  a  CD-ROM  which  contains  video  files  which  include  any  form  of
pornography or sexually explicit "adult entertainment.".

          3. Term: The term of this Agreement shall commence as of the effective
          date  of this  Agreement,  and  shall  continue  indefinitely,  unless
          earlier terminated pursuant to Paragraph 11 hereinbelow.

         4.  Delivery:  LICENSOR  shall  undertake  delivery  to LICENSEE of the
LICENSED  SOFTWARE within ten (10) days of execution of this  Agreement,  except
for the  Updates  referred  to in Appendix  "A" which will be  delivered  in the
ordinary course of business after they become available.

         5. Title: Except for distributed copies of the UL Player, all copies of
the LICENSED  SOFTWARE  shall be and remain the  tangible  property of LICENSOR.
With respect to the proprietary  rights and copyrights in the LICENSED SOFTWARE,
LICENSEE also  acknowledges  LICENSOR's sole ownership of all rights,  title and
interests  therein.  Further,  LICENSEE  acknowledges  and agrees that it has no
claim,  right,  title,  property or interest of any kind or nature whatsoever in
the LICENSED SOFTWARE, except for the limited license granted herein.

          6.  Notices  and  Legends:   LICENSEE   shall  include  and  reproduce
          appropriate  notices and legends,  as prescribed  by LICENSOR,  on all
          copies  of the  LICENSED  SOFTWARE  made by  LICENSEE  hereunder.  The
          initial copyright notice shall be in the following form:

 (C) 1999 and name of copyright owner*
         ALL RIGHTS RESERVED

*(to be specified by LICENSOR upon execution of this Agreement)

         7. Confidentiality; Security: LICENSEE acknowledges and agrees that all
knowledge,  information and material that it may receive hereunder comprising or
concerning  the  LICENSED  SOFTWARE  is and  shall be  received  as  secret  and
confidential   and   proprietary   information   (hereinafter   referred  to  as
"Confidential  Information").  LICENSEE shall hold such Confidential Information
in  strict  confidence,  except  for the uses  permitted  herein,  and shall not
disclose it to others,  nor permit others to use it in any way,  commercially or
otherwise,  and shall not allow any  unauthorized  person  access to it,  either
before or after termination of this Agreement, without the prior written consent
of LICENSOR. LICENSEE shall take all actions reasonably necessary to protect the
confidentiality of the Confidential  Information,  including without limitation,
protecting  it as it protects its own  corporate  proprietary  information  of a
similar  nature and limiting the disclosure of the  Confidential  Information to
employees or  consultants  with a bona fide need to know the same, who have been
advised of the confidential  nature thereof and are under an express  obligation
to maintain such  confidentiality.  The  obligations of this Paragraph shall not
extend to any item which (i) now or hereafter  may be in the public  domain as a
result of acts not  attributable  to LICENSEE;  (ii) was in the possession of or
known to LICENSEE  prior its receipt  from  LICENSOR  as  evidenced  by tangible
records;  or (iii) is required to be produced by LICENSEE pursuant to a court or
governmental order.

         8. Disclaimers Of Warranty:  LICENSOR LICENSES THE LICENSED SOFTWARE TO
LICENSEE  HEREUNDER  SOLELY ON AN "AS IS" BASIS.  LICENSOR  MAKES NO WARRANTIES,
EITHER EXPRESSED OR IMPLIED, REGARDING SAID SOFTWARE, ITS MERCHANTABILITY OR ITS
FITNESS FOR ANY PARTICULAR PURPOSE. However, LICENSOR does represent and warrant
that the LICENSED  SOFTWARE  will operate to enable  LICENSEE to create files of
the type  identified  in  Appendix  A as Sample  PAV and Sample ULI files and to
otherwise  substantially  perform the functions of ULI File Editor Rev. 2.51 and
PAV Encrypter Rev. 2.51 in the hardware and software environments identified and
described  in  Appendix  A. While the  LICENSED  SOFTWARE  may  operate in other
hardware and software  environments,  this  representation and warranty does not
extend to such other  environments.  Moreover,  neither party shall be liable to
the other for any  indirect,  special  or  consequential  damages,  such as lost
profits,  regardless  of the cause of action,  or for any loss,  cost or expense
incurred  by the  other  arising  from or  related  to (i) the  operation,  use,
performance,  or failure to perform of the LICENSED SOFTWARE;  or (ii) any claim
or demand on the other by any third party.  With regards to this disclaimer,  in
the event of any claim or demand on LICENSOR by any third party,  LICENSEE shall
fully protect, indemnify and hold harmless LICENSOR from and against any and all
costs,  expenses,  liabilities,  or claims of  whatsoever  nature or kind of any
injury or damage, including consequential damages, asserted by such third party.

         9.  Unauthorized  Reproduction  Or Use:  LICENSEE  agrees to  indemnify
LICENSOR  and hold it  harmless  from any and all claims,  liabilities,  losses,
costs,  expenses or damages  incurred by LICENSOR as a result of or arising from
any unauthorized  reproduction or use of the LICENSED  SOFTWARE by LICENSEE,  or
any other breach of this agreement.

         10.  Default:  If  either  party  is in  breach  of any  of the  terms,
conditions,  representations  or warranties  contained herein, the non-breaching
party shall have the right to notify the breaching  party of such default and of
the non-breaching  party's intention to terminate this Agreement or bring action
for  enforcement  of this  Agreement  unless such  default is  corrected  by the
breaching party within one month from the date of such written  notice.  If such
default is not corrected within said one month, the non-breaching party shall be
entitled,  without  prejudice to any of its other rights under this Agreement or
bring action for  encorcement of this Agreement , to terminate this Agreement at
any time  thereafter by sending a written notice to the breaching  party to take
effect  immediately.  In addition,  in the event  LICENSEE  files a petition for
bankruptcy  or one is filed  against  it by a  creditor  which is not  dismissed
within 60 days of that  filing,  exercises  an  assignment  for the  benefit  of
creditors,  goes into  liquidation or has a receiver or a trustee  appointed for
the benefit of  creditors,  whether  voluntary or otherwise,  LICENSOR  shall be
entitled  to  terminate  this  Agreement  by  sending  written  notice  of  such
termination to LICENSEE.  Termination  of this Agreement  shall be understood to
include, without limitation, the termination of all licenses granted hereunder.

         11. Termination  Rights:  Upon termination of this Agreement,  LICENSEE
shall immediately  return to LICENSOR or erase, at LICENSOR's option, all copies
of the LICENSED  SOFTWARE.  In the event LICENSOR  elects to have LICENSEE erase
the copies,  LICENSEE  agrees to erase each such copy in its entirety,  and upon
LICENSOR's written request,  certify to LICENSOR,  in writing, that such erasure
has been completed. In addition, upon termination of this Agreement,  all rights
granted  hereunder  to  reproduce  and use the  LICENSED  SOFTWARE  shall revert
immediately to LICENSOR.

         12.  Assignment  of Domain  Names:  LICENSOR  shall  undertake all acts
reasonably  necessary  to promptly  assign all domain  names which it owns which
include the term  "netcruise" to LICENSEE  within ten (10) days from the date of
execution of this  agreement.  However,  it is  understood  that since there are
third  parties  involved,  it may  take  longer  than  ten  (10)  days  for such
assignment to take effect.

          13.  Waiver:  Waiver by LICENSOR of any specific  default or breach of
          this  Agreement by LICENSEE  shall not be deemed to be a waiver of any
          other or subsequent default or breach.

          14. Notice:  Notices for the LICENSEE should be delivered or addressed
          as follows:

Netcruise.com, Inc.,
2401 Morris Avenue, Union,
New Jersey 07683,
Attn:  Lawrence Burk, President, Fax No. (908) 810-8769,

with a copy to

William J. Davis, Esq.,
Scheichet & Davis, P.C.,
505 Park Avenue, 20th Floor, New York, NY 10022, Fax No. (212) 371-7634

If to LICENSOR:

United Internet Technologies, Inc.
1990 Westwood Boulevard
Los Angeles, California 90025
Attn: Sonja Mikic, CEO, Fax No. (310) 441-4903,

with a copy to:

Richman, Mann, Chizever, Phillips & Duboff
9601 Wilshire Boulevard, Penthouse
Beverly Hills, CA 90210
Attn: Gerald M. Chizever, Esq., Fax No (310) 274-2831

         Any notice or other  communication  given under this Agreement shall be
in writing and personally  delivered,  faxed (with the  transmission of such fax
confirmed  by a fax  transmission  report) or mailed by  certified  mail,  or by
Federal Express or US Postal Express Mail service,  postage prepaid, sent to the
party to whom it is given at the address set forth  immediately  above,  or such
other  address  as any party  hereto  may  direct  by  written  notice  given in
accordance with these provisions. Notices shall not be deemed to have been given
until received at the address or facsimile number to which they are sent.

         15.  Right  to  Inspect:   LICENSEE   agrees  that  it  will  permit  a
representative or  representatives of LICENSOR to visit and inspect the premises
where the LICENSED SOFTWARE is kept and/or used, during ordinary business hours,
for the limited  purpose of observing and verifying  LICENSEE's  compliance with
the terms and conditions of this Agreement,  and subject to such  representative
signing  an   appropriate   non-disclosure   agreement  to  protect   LICENSEE's
proprietary  information.  Request for such visit  shall be by written  request.
LICENSEE   further   agrees  to  make  available  to  such   representative   or
representatives,  all information  reasonably required for the accomplishment of
the foregoing  purposes and to otherwise  cooperate with him or them toward such
end. In addition,  LICENSEE  shall  provide to LICENSOR a copy of each CD-ROM it
creates for  distribution  to third parties at least five business days prior to
such  distribution and, at the same time, the URL of all web pages which contain
links to the files on each  CD-ROM.  LICENSOR  understands  and agrees  that the
audio and video  content of each such  CD-ROM is owned by LICENSEE or by a party
who has  granted  to  LICENSEE  the right to  reproduce  such  content  and that
LICENSOR has no right to reproduce or modify such audio and/or video content.

         16. Remedies;  Attorneys' Fees:  LICENSEE  acknowledges and agrees that
LICENSOR would not have an adequate  remedy at law in the event that  disclosure
of any or all of the LICENSED  SOFTWARE,  or use thereof not in accordance  with
the provisions of this Agreement,  is threatened,  and that injunctive relief to
prevent such disclosure or misappropriation should be obtainable by LICENSOR. If
any legal action or proceeding is brought for the enforcement of this Agreement,
the  successful  or  prevailing  party shall be  entitled to recover  reasonable
attorneys'  fees and  other  costs  incurred  in that  action or  proceeding  in
addition to any other relief to which it may be  entitled,  if so awarded by the
Court.

         17.  Disclaimer  of Legal  Association:  This  Agreement  shall  not be
construed as creating a  partnership  between the parties or to create any other
form of legal  association  which would impose  liability upon one party for the
act or failure to act of the other  party.  Moreover,  all costs,  expenses  and
taxes, if any,  incurred by LICENSEE in connection with its use and reproduction
of the LICENSED SOFTWARE shall be its sole responsibility.

         18. Complete  Understanding;  Modification:  This Agreement constitutes
the full and complete  understanding  and  agreement of the parties  hereto with
respect to the subject  matter  hereof and  supersedes  all prior  negotiations,
understanding  and  agreements.  Any waiver,  modification  or  amendment of any
provisions of this Agreement shall be effective only if in writing and signed by
the parties hereto.

          19.  Governing Law: This Agreement  shall be governed by and construed
          in accordance with the laws of the State of California.

         20.  Successors;  Non-Assignment:  All of  the  terms,  provisions  and
conditions of this  Agreement  shall be binding upon and inure to the benefit of
the  parties  hereto and their  representatives,  heirs,  successors,  trustees,
transferees,  lawful assigns and legal representatives.  Neither this Agreement,
nor any right granted herein,  is assignable,  even to a wholly owned subsidiary
of LICENSEE,  by LICENSEE  without the prior  written  consent of LICENSOR.  Any
attempt to assign any said  rights,  or to  delegate  the duties or  obligations
imposed on LICENSEE by this Agreement, without LICENSOR's prior written consent,
which consent shall not be unreasonably  withheld,  shall be void.  LICENSOR may
assign any and all of its rights,  or delegate  any and all of its the duties or
obligations under this Agreement without first obtaining LICENSEE's consent

          21.  Representation:  The parties each  acknowledge  that there are no
          representations  or warranties,  expressed or implied,  relied upon by
          any party as an inducement to entering into this  Agreement  except as
          expressly stated herein.

         22. Validity:  In the event that any of the terms of this Agreement are
in  conflict  with  any  rule  of  law  or  statutory  provision,  or  otherwise
unenforceable  under  the  laws  or  regulation  of the  federal  or  any  state
government,  or subdivision  thereof,  such terms shall be deemed  stricken from
this Agreement, but such invalidity or unenforceability shall not invalidate any
of the other terms of this Agreement, and this Agreement shall continue in force
and effect.  To the extent  possible,  a likely valid  provision which meets the
objective  of the  invalid  provision  shall  be  substituted  for  any  invalid
provision hereto.

         23. Export License:  The LICENSED SOFTWARE may fall within the group of
"strategic"  electronic  products or technical data that are wholly or partly of
U.S.  origin or  technology,  the export of which are subject to export  license
control by the U.S.  Government.  Prior to exportation of the LICENSED SOFTWARE,
if any,  LICENSEE  agrees to obtain any licenses which may be required under the
applicable laws of the United States,  including the Export  Administration  Act
and  Regulations.  The obligations of LICENSEE  pursuant to this paragraph shall
survive and continue after any termination of rights under this Agreement.

          24.  Construction:  This Agreement and the provisions hereof shall not
          be construed for or against either party by virtue of the fact that it
          was proposed by that party and/or drafted by that party's attorney.

         25.  Headings:  The Article and Paragraph  headings used herein are for
convenience only and shall not be deemed to be substantive,  or to affect in any
way the  language or meaning of the  provisions  to which they refer;  nor shall
such headings be construed to broaden or narrow such provisions.

          26. Binding  Effect:  This Agreement shall inure to the benefit of and
          be binding upon the parties hereto and their respective successors and
          legal representatives.



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the date(s) set forth below.

                                           United Internet Technologies, Inc.


Dated: April 24, 2000                      /s/ Sonia Mikic
                                            ---------------
                                            Name: Sonya Mikic
                                             Title: Chief Executive Officer


                                              netcruise.com, inc.


Dated: April 24, 2000                         /s/ Lawrence E. Burk
                                             -------------------
                                               Name: Lawrence E. Burk
                                               Title: President & CEO

<PAGE>


                                                       APPENDIX A
                                               Licensed Software

1.       UL Player Rev. 2.51 executable and related files

2.       ULI File Editor Rev. 2.51 executable for editing ULI trigger files

          3. PAV Encrypter  Rev. 2.51  executable to convert MPEG files to video
          files which can only be played using UL Player

4.       Sample ULI files

5.       Sample PAV files

          6.  Available  documentation  for the  above  Updates  to the above as
          generally  released  by LICENSOR  to all or  substantially  all of its
          Licensees

          Functional Description of Licensed Software and System Requirements

1) ULI Player v2.51
This  application is used by the end-user of  distributed  PAV media to read PAV
files on the  distributed PAV media and play the audio and video content of such
files.  It is to be  distributed  with every CD that  includes PAV files.  It is
known  to  work  with  Internet  Explorer  and  Netscape  Navigator/Communicator
versions 3.0 and above. It has been tested on several hundred configurations and
is known to work with most video and audio cards.

System Requirements:
Microsoft Windows 95 or 98
Microsoft  IE3.0 or higher,  Netscape  v3.0 or higher  Intel  Pentium  166Mhz or
above. 16 MB of free RAM and 50MB of free hard disk space.  Compatible sound and
video card.

2) ULI Editor v2.51
This application  allows Netcruise  developers to create the .uli files that are
sent to the browser  client and are read by the ULI Player.  These files include
the name of the video file and associated information. This application is known
to work on clean Windows 98 systems, i.e., without any third party software with
the exception of the ULI Editor.

System Requirements:
Standard Windows 98
64 Megabytes of RAM
5MB free disk  space for  application  +  additional  space as needed for output
files.


3) PAV Encoder  v2.51
This  application  allows  Netcruise  developers to convert standard MPEG1 files
into PAV files that cannot be read by regular  MPEG  players.  It  provides  the
encryption  key that is to be  entered  into the ULI Editor  when the  developer
creates  a ULI  file.  This  application  is known to work on clean  Windows  98
systems without other applications with the exception of the PAV Encoder.

System Requirements:
Standard Windows 98
64 Megabytes of RAM
5MB free disk space for  application + space for MPEG input files and PAV output
files.