EXHIBIT 10.24



                                             OMNIBUS STOCK PURCHASE,
                                   RESTRUCTURING AND GENERAL RELEASE AGREEMENT

         This  Omnibus  Stock  Purchase,   Restructuring   and  General  Release
Agreement  (the  "Agreement")  is made  and  entered  into as of the 24th day of
April, 2000, by and between United Leisure  Corporation,  a Delaware corporation
("ULC"),  United  Internet  Technologies,   Inc.,  a  Delaware  corporation  and
wholly-owned  subsidiary of ULC (formerly  known as United Leisure  Interactive,
Inc. and hereinafter referred to as "UIT"), Harry Shuster ("H. Shuster"),  Brian
Shuster ("B. Shuster"),  netcruise.com, inc., a New Jersey corporation (formerly
known as Genisys  Reservations  Systems,  Inc.  and  hereinafter  referred to as
"Netcruise"),   Netcruise  Interactive,  Inc.,  a  New  Jersey  corporation  and
wholly-owned  subsidiary of Netcruise ("NII"), and Joseph Perri ("Perri"),  with
reference to the following facts:

                                                    Recitals:

1. ULC,  UIT,  Netcruise  and NII  heretofore  entered into that  certain  Asset
Purchase  Agreement,  dated as of June 30th,  1998  (together  with all exhibits
thereto and all documents and  instruments  of every type which were executed in
connection  therewith,  the "APA"),  pursuant to which,  among other things, UIT
sold,  to NII, all of UIT's right,  title and interest in and to the License (as
defined in the APA) and the other  Assets (as  defined in the APA),  in exchange
for,  among other  things,  (i)  2,000,000  shares (the  "Shares") of the common
shares (the "Common  Stock") of  Netcruise,  and (ii) two common stock  purchase
warrants  collectively  exercisable  for  the  purchase  of up to an  additional
1,600,000  shares  of  Common  Stock  (collectively,  the "Old  UIT  Warrants").
Pursuant to the APA,  Netcruise  also issued,  to B.  Shuster,  two common stock
purchase  warrants  collectively  exercisable  for the purchase of up to 400,000
shares of Common Stock (collectively, the "Old B. Shuster Warrants").

2. The APA was subsequently amended pursuant to that certain Agreement, dated as
of the 28th day of October,  1998 (the "First  Amendment");  and the APA and the
First Amendment were  subsequently  amended pursuant to that certain  Agreement,
dated as of  January  25,  1999 (the  "Second  Amendment").  The APA,  the First
Amendment  and the Second  Amendment,  together  with any and all  documents and
instruments  of every type which have  heretofore  been  executed in  connection
therewith,  and all  amendments  to the  foregoing,  are  sometimes  hereinafter
collectively referred to as the "Amended APA."

3.  Certain  disputes  have arisen  between  the  parties  (other than Perri) in
respect of the Amended APA, which all of the parties wish to fully,  finally and
forever resolve pursuant to this Agreement. 1.

<PAGE>



                                                         7

4.  Perri  desires  to  purchase  from UIT,  and UIT  desires  to sell to Perri,
1,500,000 of the Shares (the "Perri  Shares")  pursuant to this  Agreement;  and
Netcruise and NII have consented to such purchase and sale.

5. UIT represents that it has not sold,  encumbered or otherwise transferred any
of the Shares or any of the Old UIT Warrants, or any interest therein, except to
the extent contemplated by the Amended APA.

6. B. Shuster  represents that he either has never  received,  or has misplaced,
the   requisite   instruments   representing   the  Old  B.   Shuster   Warrants
(collectively,  the "Old B.  Shuster  Certificates");  but that he has not sold,
encumbered or otherwise  transferred any of the Old B. Shuster Warrants,  or any
interest therein.

7. Based upon the respective  representations of UIT and B. Shuster contained in
Recital E and Recital F above,  and  Netcruise's and NII's failure to effect the
Delivery (as defined in the First  Amendment) of the United Preferred Shares (as
defined in the First  Amendment) to UIT (which failure,  together with all other
outstanding  issues  between the parties,  is being  fully,  finally and forever
resolved  pursuant to this Agreement),  Netcruise and NII represent that (i) the
Shares,  the Old UIT  Warrants  and the Old B.  Shuster  Warrants  are  duly and
validly authorized,  issued, outstanding and fully paid and nonassessable;  (ii)
UIT owns all of the Shares and the Old UIT Warrants, of record and beneficially,
free  and  clear  of  all  liens,   claims  and   encumbrances   of  every  type
(collectively,  "Encumbrances"); (iii) B. Shuster owns all of the Old B. Shuster
Warrants, of record and beneficially,  free and clear of all Encumbrances;  (iv)
UIT has the right to sell the Perri Shares to Perri pursuant to this  Agreement;
and (v) when the Perri Shares have been  purchased by and sold to Perri pursuant
to the terms of this  Agreement,  Perri will own the Perri Shares free and clear
of all  Encumbrances.  Based upon the same reasons and also in reliance upon the
representation  of Netcruise and NII contained in Recital G(i), UIT joins in the
representations  made with respect to it by Netcruise and NII in Recital  G(ii),
(iv) and (v), and B. Shuster joins in the  representations  made with respect to
him by Netcruise and NII in Recital G(iii).

8. Each of the parties  represents  that such party's  execution and delivery of
this Agreement,  and the  performance by such party of such party's  obligations
hereunder,  have been duly and validly authorized by all necessary corporate and
other action,  and that this Agreement is binding upon and  enforceable  against
such party in accordance with its terms.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
representations,  warranties, covenants and agreements herein contained, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



<PAGE>


1.   Incorporation  by  Reference  of  Recitals.   The  foregoing  Recitals  are
incorporated  herein by this  reference;  and the statements  contained  therein
shall  be  deemed  to  constitute  representations,  warranties,  covenants  and
agreements of the parties to which they relate.

2.       Perri Shares; Etc.

(1)  Purchase  and  Sale.  In  reliance  upon  the  truth  and  accuracy  of the
representations  and  warranties  of Perri,  Netcruise and NII contained in this
Agreement,  but  subject to UIT's  receipt  from Perri of the full Perri  Shares
Purchase Price (hereinafter defined) by wire transfer (the "Wire Transfer") into
a bank  account  designated  by UIT for such  purpose to William J. Davis,  Esq.
("Davis"),  of Scheichet & Davis,  P.C. (the "Account"),  and further subject to
compliance by Netcruise and NII with their obligations contained in this Section
2 and in Sections  3(a)(ii)(B),  3(a)(ii)(C) and 3(ii)(D) hereof, UIT agrees to,
and hereby does,  sell,  transfer and convey to Perri all of UIT's right,  title
and interest in and to the Perri Shares. Similarly,  Perri agrees to, and hereby
does,  purchase  from UIT all of UIT's  right,  title and interest in and to the
Perri Shares for the  aggregate  purchase  price of $600,000  (the "Perri Shares
Purchase  Price"),  which amount Perri agrees to immediately  pay to UIT by Wire
Transfer of the full Perri Shares  Purchase  Price to the Account in immediately
available funds.  Each of Netcruise and NII hereby consent to and approve of the
purchase and sale of the Perri Shares pursuant to this Agreement.

(2) New  Certificates.  In  furtherance  of its  transfer of the Perri Shares to
Perri pursuant to Section 2(a) hereof,  promptly after the date hereof UIT will,
by delivering the same to Davis,  deliver to Netcruise (for the benefit of Perri
and UIT) UIT's stock  certificate  (the "Old UIT  Certificate")  evidencing  the
Shares,  accompanied by (i) an appropriate  assignment separate from certificate
(the "Stock Assignment") covering the Perri Shares, and (ii) a copy of a written
consent  (the  "Board  Consent")  of UIT's sole  director  adopting  resolutions
approving the sale of the Perri Shares to Perri.  Promptly  following receipt by
Davis  of the  foregoing,  Netcruise  shall  (i)  validly  issue  two new  stock
certificates evidencing the Shares, one in the amount of 1,500,000 of the Shares
(the "Perri  Related New  Certificate")  and one in the amount of 500,000 of the
Shares  (the "New UIT  Certificate");  and (ii)  deliver  the Perri  Related New
Certificate  to Perri  and the New UIT  Certificate  to UIT.  Each of Perri  and
Netcruise  acknowledges and agrees that UIT will be deemed to have satisfied its
obligations  to Perri  under  Section  2(a)  above  and this  Section  2(b) upon
delivery of the Old UIT Certificate, Stock Assignment and Board Consent to Davis
in such  manner  and at such time as may be agreed to by Davis and  counsel  for
UIT.

(3)      [Intentionally omitted].



<PAGE>
(4) Certain  Representations  and Warranties of Perri. In order to induce UIT to
consummate  the purchase and sale of the Perri Shares to Perri  pursuant to this
Agreement,  Perri represents and warrants to UIT and ULC, as follows:  (i) he is
an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D
promulgated  under the  Securities  Act of 1933, as amended),  and his net worth
exceeds $1,000,000; (ii) he already, independent of his acquisition of the Perri
Shares  pursuant to this  Agreement,  is a significant  investor in the Company,
and, as such,  already is  thoroughly  familiar with the Company and its status,
business,  prospects and financial  condition;  (iii) he has such  knowledge and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of his  investment in the Perri Shares;  (iv) neither UIT, ULC,
H.  Shuster  or  B.  Shuster  has   provided   him  with  any   information   or
representations  of any type in respect of the Company or its status,  business,
prospects  or financial  condition,  and,  instead,  he has, for purposes of his
investment  in the Perri  Shares,  relied  solely upon his own  knowledge of the
Company and its status,  business and financial  condition and upon  disclosures
which have been provided to him by others (in respect of which  disclosures,  he
agrees,  UIT,  ULC,  H.  Shuster  and B.  Shuster  shall have no  responsibility
whatsoever);  (v) he has been given the  opportunity  to ask  questions  of, and
receive answers from,  Netcruise and its representatives  concerning the Company
and its status,  business,  prospects and financial condition,  and obtained all
such information as he deems necessary to verify the accuracy of the information
which has been provided to him in order for him to be able, on a fully  informed
basis,  to evaluate the merits and risks of his  investment  in the Perri Shares
(in respect of which, he agrees,  UIT, ULC, H. Shuster and B. Shuster shall have
no  responsibility  whatsoever);  (vi) he understands that his investment in the
Perri Shares  involves a high degree of risk;  (vii) he has, in connection  with
his  investment  in the Perri Shares,  independently  retained and utilized such
financial,  legal and other  advisors  as he deems  necessary  for  purposes  of
evaluating the merits and risks of his investment in the Perri Shares; (viii) he
has determined that his investment in the Perri Shares is a suitable  investment
for him in view of his actual and anticipated financial needs, and he can afford
to bear the complete loss of such  investment  without  affecting his lifestyle;
(ix) he is acquiring the Perri Shares for investment purposes only and without a
view to any distribution,  subdivision or fractionalization  thereof, and he has
no plans,  or  agreements  or  arrangements  with any person,  firm or entity in
respect of any sale,  transfer,  pledge or other disposition of any of the Perri
Shares or any interest  therein;  (x) he understands  that the sale of the Perri
Shares to him pursuant to this  Agreement  has not been  registered or qualified
under  applicable  federal and state  securities  laws,  and agrees not to sell,
encumber or otherwise transfer any of the Perri Shares, or any interest therein,
without compliance with the registration and qualification  requirements of such
laws unless and except to the extent that applicable  exemptions therefrom exist
(and he  further  understands  and  agrees  that no one  has any  obligation  to
register or qualify under federal or state  securities  laws any  disposition by
him of the Perri Shares);  (xi) he understands that, by virtue of the foregoing,
he must bear the  economic  risk of his  investment  in the Perri  Shares for an
indefinite  period of time; (xii) he understands that Netcruise will be entitled
to impose an appropriate legend on his stock certificate(s) evidencing the Perri
Shares  to  reflect  the  foregoing,   and  issue   appropriate   stop  transfer
instructions to its transfer agent (in respect of which, he agrees, UIT, ULC, H.
Shuster and B. Shuster shall have no responsibility whatsoever); (xiii) on March
6, 2000, he consummated a transaction with Netcruise in connection with which he
purchased  from  Netcruise  an  aggregate  of  9,487,500  shares of  theretofore
unissued  Common Stock for a cash  purchase  price of  $1,897,500  and converted
$375,000  of his cash  loans  to the  Company  into an  aggregate  of  2,875,000
additional   theretofore   unissued   shares  of  Common  Stock  (the  "March  6
Transaction");  (xiv) he received no other Netcruise  securities and received no
registration  rights  in  connection  with the March 6  Transaction,  and has no
registration rights in respect of any of the other Netcruise securities owned by
him; (xv) all of his representations and warranties  contained in this Agreement
are true and  correct;  and  (xvi) his  option  from  Netcruise  to  acquire  an
additional  4,625,000 shares of Common Stock for $600,000 has not been exercised
and  will  expire   unexercised   upon  the  consummation  of  the  transactions
contemplated  by this Agreement;  (xvii) he has read and is thoroughly  familiar
with the Amended APA and this  Agreement,  and  approves of and consents to this
Agreement and all of the transactions contemplated hereby.
<PAGE>

(5) Certain  Representations  and  Warranties  of Netcruise and NII. In order to
induce the UIT Parties  (hereinafter  defined) to enter into this  Agreement and
perform  their  respective  obligations  hereunder,  each of  Netcruise  and NII
represents  and  warrants  to the  UIT  Parties  that  the  representations  and
warranties of Perri  contained in Sections  3(d)(xiii),  3(d)(xiv) and 3(d)(xvi)
and in the  parenthetical  at the end of  Section  3(d)(x)  above  are  true and
correct;  and that,  attached  hereto as  Exhibit  2(e) are pro forma  financial
statements of Netcruise  which  accurately  reflect the financial  condition and
capitalization  of Netcruise both immediately  before and immediately  after the
March 6 Transaction.

3.       Restructuring and General Release.

(1)  Restructuring.  Each of UIT, ULC, H. Shuster and B. Shuster  (collectively,
the  "UIT   Parties"),   on  the  one  hand,  and  each  of  Netcruise  and  NII
(collectively,  the "Netcruise Parties"),  on the other hand, hereby agrees that
their  past  relationships  shall be,  and they  hereby  are,  restructured,  as
follows:



<PAGE>
(1)  Termination  of Amended  APA.  Except as  specifically  herein  provided in
respect of the Shares,  the Amended  APA, and all of the  respective  rights and
obligations  of the  parties  thereunder  and in  respect  thereof,  are  hereby
terminated in their  entirety.  By way of  illustration  only, and not by way of
limitation, (A) all rights and obligations of every type between the UIT Parties
(or any of them),  on the one hand, and the Netcruise  Parties (or any of them),
on the other  hand,  under or in respect of the  License  (and in respect of the
Technology,  as defined in the License) are hereby terminated in their entirety;
(B) Netcruise  shall be entitled to immediately  cancel the Old UIT Warrants and
the Old B.  Shuster  Warrants  (and B. Shuster  agrees to promptly  redeliver to
Netcruise  the Old B.  Shuster  Certificates  at such  time(s),  if ever,  as he
locates  them);  (C)  the  June  30,  1998  assignment  by UIT of  that  certain
Commercial Lease, dated March 1, 1996, between 1990 Westwood Blvd., Inc. and ULI
with respect to premises at 1990  Westwood  Blvd.,  Penthouse,  Los Angeles,  CA
(including the use of furniture in such offices) is hereby  terminated;  and (D)
all  indebtedness  and any other payment  rights and  obligations  of every type
(including without limitation,  such thereof as exist by virtue of the mandatory
dividend payments  contemplated by the First Amendment)  between the UIT Parties
(or any of them),  on the one hand, and the Netcruise  Parties (or any of them),
on the other hand, are hereby  terminated;  and (E) to the extent that they have
not already done so, each of H. Shuster and B. Shuster  resigns from any and all
positions he has heretofore held with either of the Netcruise Parties.

(2) Continuing  Relationship.  Notwithstanding the provisions of Section 3(a)(i)
above:

(1) The Shares. UIT shall continue to own the Shares (until such time(s) as they
are  disposed of by UIT),  except to the extent that the Perri  Shares  included
therein are being transferred to Perri pursuant to Section 2 hereof.

(2) The New UIT  Warrants.  Concurrently  with the execution  hereof,  Netcruise
shall  execute and deliver to UIT new common stock  purchase  warrants (the "New
UIT Warrants")  pursuant to documents in the form of Exhibit 3(a)(ii)(B) hereto,
exercisable  for the  purchase  of up to  400,000  shares of  Common  Stock at a
purchase  price of $1.00 per share  (in each  case,  subject  to  adjustment  as
provided therein) in substitution for the Old UIT Warrants.

(3) New B. Shuster Warrants.  Concurrently with the execution hereof,  Netcruise
shall execute and deliver to B. Shuster new common stock purchase  warrants (the
"New B.  Shuster  Warrants")  pursuant  to  documents  in the  form  of  Exhibit
3(a)(ii)(C)  hereto,  exercisable  for the  purchase of up to 100,000  shares of
Common Stock at a purchase price of $1.00 per share (in each
case, subject to adjustment as provided therein), in substitution for the Old B.
Shuster Warrants.

(4) New Software License and Domain Assignment Agreement.  Concurrently with the
execution  hereof,  each of UIT and  Netcruise  shall execute and deliver to the
other a new  Software  License and Domain  Assignment  Agreement  in the form of
Exhibit 3(a)(ii)(D) hereto, in substitution for the License and all other rights
of every type that the  Netcruise  Parties (or any of them) might  otherwise  be
deemed to have in respect of the Technology.

(5) Current  Public  Information.  For so long as UIT owns any of the Shares and
for so long as UIT or B.  Shuster owns any of the New UIT Warrants or the New B.
Shuster Warrants or any shares of Common Stock acquired upon exercise of the New
UIT Warrants or the New B. Shuster  Warrants,  Netcruise shall cause there to be
available,  at all times,  adequate  current public  information with respect to
Netcruise within the meaning of paragraph (c) of Rule 144 promulgated  under the
Securities Act of 1933, as amended (or any successor such Rule).

(6) Non-Competition.  UIT agrees that, for so long as Netcruise is in compliance
with the terms and  provisions  of the  Software  License and Domain  Assignment
Agreement referred to in Section 3(a)(ii)(D) above (the "Software License"), UIT
will not utilize or license others to utilize its video  technology  (i.e.,  the
video  technologies  known as "PAV" and "DIVO") for Travel Related  Applications
(as defined in Section 2 of the Software  License) in competition with Netcruise
except in the territory of the United Kingdom and Europe.



<PAGE>
(2)      Mutual General Releases.

(1) Release By UIT Parties.  The UIT Parties,  and each of them,  hereby  fully,
finally and forever  release and discharge the  Netcruise  Parties,  and each of
them,  their  affiliates  and  their  respective  past  and  present   officers,
directors, employees, agents, shareholders,  heirs, successors and assigns, from
and against any and all claims of any nature whatsoever, whether known, unknown,
concealed or hidden,  which any of them now has or heretofore  has had or now or
hereafter may be deemed to have for any reason whatsoever, whether arising under
the Amended APA or otherwise;  provided,  however,  that the foregoing  shall be
inapplicable to any claims arising under or by virtue of this Agreement.

(2) Release By  Netcruise  Parties.  The  Netcruise  Parties,  and each of them,
hereby fully,  finally and forever  release and  discharge the UIT Parties,  and
each of them,  and  their  respective  past  and  present  officers,  directors,
employees, agents, shareholders, heirs, successors and assigns, from and against
any and all claims of any nature whatsoever,  whether known, unknown,  concealed
or hidden,  which any of them now has or heretofore  has had or now or hereafter
may be deemed  to have for any  reason  whatsoever,  whether  arising  under the
Amended  APA or  otherwise;  provided,  however,  that  the  foregoing  shall be
inapplicable to any claims arising under or by virtue of this Agreement.

(3) Certain Acknowledgments.  Each of the UIT Parties, on the one hand, and each
of the  Netcruise  Parties,  on the other hand,  acknowledges  that he or it may
hereafter  discover facts which are different from or in addition to those known
or  believed  to be true with  respect  to the  foregoing;  and agree  that this
Agreement  shall  be and  remain  in  full  force  and  effect  in all  respects
notwithstanding  such different or additional facts. Each of the UIT Parties, on
the one hand, and each of the Netcruise Parties,  on the other hand,  represents
and warrants to the others that he or it has not sold,  encumbered  or otherwise
transferred any of the claims being released  pursuant to this Section 3(b); and
agrees to fully indemnify and hold harmless the others in respect thereof.

(4) Waiver of Section 1542 of California Civil Code. Each of the UIT Parties, on
the one hand,  and each of the  Netcruise  Parties,  on the other  hand,  hereby
expressly  waives the  provisions of Section 1542 of the Civil Code of the State
of California (and of all similar laws), which provides as follows:

                  "A  general  release  does not  extend  to  claims  which  the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release, which if known by him must have
                  materially affected his settlement with the debtor."




<PAGE>
(3) Press  Releases.  Each of the UIT Parties,  on the one hand, and each of the
Netcruise Parties,  on the other hand,  acknowledges and agrees that it is their
mutual  intention and agreement to coordinate  all press releases and the filing
of all public  documents  in respect of the  transactions  contemplated  by this
Agreement.  In  furtherance  thereof,  (i) each of the UIT Parties agrees not to
issue  any  press  release  or file any  public  document  that  refers  to this
Agreement or any of the Netcruise Parties without the prior consent of Netcruise
(which consent will be provided  promptly and will not  unreasonably  withheld),
and (ii) each of the Netcruise  Parties agrees not to issue any press release or
file any public document that refers to this Agreement or any of the UIT Parties
without  the prior  consent  of UIT and ULC  (which  consents  will be  provided
promptly and will not be  unreasonably  withheld),  in either case except to the
extent required by applicable law.

(4)  Obligations of UIT Parties.  The  obligations of the UIT Parties under this
Section 3 are hereby  expressly  made subject to the prior receipt by UIT of the
full Perri  Shares  Purchase  Price by UIT from Perri  pursuant to Section  2(a)
above.

4.       Miscellaneous.

(1) Survival. All of the representations,  warranties,  covenants and agreements
of the parties  contained in this Agreement  shall survive the execution  hereof
and remain in full  force and  effect  until the  expiration  of all  applicable
statutes of limitations.

(2)  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance with the internal laws of the State of California.

(3)  Exhibits.  Exhibits  referred to in this  Agreement  are hereby made a part
hereof.

(4)  Notices.  Any  notice or other  communication  given by any of the  parties
hereto to any of the other parties hereto pursuant to or in connection with 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, postage prepaid, as follows:

(1)      If to Joseph Perri or any of the Netcruise Parties, to such  party:

                           c/o Scheichet & Davis, P.C.
                           505 Park Avenue
                           New York, New York 10022
                           Attn:  William Davis, Esq.
                           Fax No. (212) 371-7634

                                    and


<PAGE>
                          c/o Steven Goldman, Esq.
                           2013 O Street, N.W.
                           Washington, D.C. 20036
                           Fax No. (202) 293-2556

(2)      If to any of the UIT Parties, to such party:

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

or to such other  address as  hereafter  shall be furnished in writing by any of
the parties hereto to the other parties hereto, as aforesaid.  Notices shall not
be deemed  delivered until received at the address or facsimile  number to which
they are sent.

(5) Entire Understanding.  This Agreement sets forth the entire understanding of
the  parties,  and  shall  not  be  changed  or  terminated  orally.  All  prior
discussions  between  the  parties  pertaining  to the  subject  matter  of this
Agreement,  both written and oral,  and all prior  agreements,  both written and
oral, between the parties (whether or not relating to the subject matter of this
Agreement), are superseded by their entirety by and merged into this Agreement.

(6) Headings.  The headings  herein are inserted only for convenient  reference,
and in no way define,  limit or  describe  the scope of this  Agreement,  or the
intent of any of the provisions hereof; and they shall not be used in construing
this Agreement.

(7)  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same instrument.

(8) Further  Acts.  Each party to this  Agreement  agrees to execute any and all
documents and perform any and all acts reasonably  requested by any of the other
parties in order to more fully effectuate the purposes of this Agreement.


<PAGE>
(9)  Attorneys'  Fees. In the event that any party to this  Agreement  commences
legal  proceedings  against any of the other parties under or in respect of this
Agreement,  the  prevailing  party shall be  entitled to recover its  reasonable
attorneys' fees and expenses and court costs.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.


                                /s/ Joseph Perri


                                            UNITED INTERNET TECHNOLOGIES, INC.


                                            By: /s/ Sonia Mikic - CEO


                                            UNITED LEISURE CORPORATION


                                            By: /s/ Brian Shuster - CEO


                                /s/ Harry Shuster


                                /s/ Brian Shuster


                                            netcruise.com, inc.


                                            By: /s/ Lawrence E. Burk - President


                                            NETCRUISE INTERACTIVE, INC.


                                            By: /s/ Lawrence E. Burk - President