EXHIBIT 10.12


                      SETTLEMENT AGREEMENT



SETTLEMENT AGREEMENT, effective as of June 30, 1997, between
Wanderlust Interactive, Inc., a Delaware corporation with offices
located at 462 Broadway, New York, New York 10013 (the "Company")
and Catherine Winchester residing at 258 Broadway, New York, New
York 10007 ("Ms. Winchester").

                         R E C I T A L S

WHEREAS, Ms. Winchester was employed with the Company pursuant to
an Agreement between the Company and Ms. Winchester dated as of
November 7, 1995 (the "Employment Agreement"); 

WHEREAS, there is a dispute with respect to the relationship
between the Company and Ms. Winchester; 

WHEREAS, the Company and Ms. Winchester desire to renegotiate
their relationship in accordance with the terms hereof; and

WHEREAS, the Company and Ms. Winchester have decided to settle
their outstanding differences, modify their relationship and
settle and resolve all of their outstanding disputes as of the
date hereof;

NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, and for other good and valuable
consideration, the parties hereto have agreed, and do hereby
agree, as follows:

1.  Cancellation of Employment Agreement.  The Company and Ms.
Winchester hereby agree to cancel the Employment Agreement as of
June 30, 1997.

2.  Cancellation of Stock Options.  The Company and Ms.
Winchester (collectively referred to as the "Parties") hereby
agree to cancel the stock option agreement to purchase 200,000
shares of the Company's Common Stock (the "Common Stock") dated
January 20, 1997.  The Parties hereby agree that Ms. Winchester's
stock option agreement dated May 20, 1997 to purchase 10,000
shares of Common Stock shall remain in full force and effect.

3.  Consulting Agreement.  The Company hereby agrees to retain
Ms. Winchester as a consultant for a period of one year in
accordance with the terms specified in the consulting agreement
to be dated as of July 1, 1997 (the "Consulting Agreement"), a
copy of which is attached hereto as Exhibit 1.  The Company
hereby agrees to pay Ms. Winchester $5,000 per month, to be
payable on the 15th of each month starting July 1, 1997.

4.  Covenant Not to Compete.  Ms. Winchester, at any time during
or within six months after termination of her consultancy shall
not in any manner, engage or become interested in as owner,
stockholder, partner, director, officer, employee, consultant or
otherwise, on an operational level in which she is personally
involved, any business which directly competes with any of the
Company's products which are either published or under
development which Consultant has been personally involved with at
the time of the termination of her consultancy.  For a period of
six months after termination of her consulting agreement,
provided Consultant has not been terminated without cause and
provided the Company has not breached this Agreement, Ms.
Winchester will not solicit business from the Company's current
or prospective customers from the same departments within or
lines of business of the Company without the consent of the
Company.  Ms. Winchester acknowledges that these provisions are
necessary for the Company's protection and are not unreasonable,
since she is also able to obtain employment or consulting
assignments with companies whose businesses are not directly
competitive with those of the Company and its affiliates.  The
period, the geographical area and the scope of these restrictions
on Ms. Winchester's activities are divisible, so that if any
provision of this Article 4 is invalid, that provision shall be
automatically modified to the extent necessary to make it valid. 
The foregoing to the contrary notwithstanding, Ms. Winchester's
ownership of less than three (3) percent of the stock of a
publicly-owned company which competes with the Company shall not
be considered a violation of the provisions of this Article 4.

5.  Additional Shares of Common Stock.  The Company hereby agrees
to issue Ms. Winchester 50,000 shares of Common Stock.

6.  Assignment.  The Company hereby agrees to assign to Ms.
Winchester all of its rights to the "ALYCE" project, including
its copyright, subject to the right of the Company to receive 50%
of any proceeds from revenues generated by such project after
recoupment of the costs properly allocated to such project.      

7.  Computer Equipment and Expenses.  The Company hereby agrees
to transfer to Ms. Winchester a laptop computer currently in her
possession and to pay her an additional $1,500 for reimbursement
of expenses.  

8.  Attorney's Fees.  The Parties hereby agree to be responsible
for their own attorney's fees.

9.  Releases.  The Parties hereby agree to release each other and
their heirs, executors, administrators, successors and assigns
from all actions, causes of action, suits, debts, sums of money,
account, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims and
demands whatsoever, in law or equity, which against the Parties
and their heirs, executors, administrators, successors and
assigns had as of the date hereof.

10.  New York Law to Govern.  This Agreement shall be governed
by, construed and interpreted in accordance with the laws of the
State of New York.

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

12.  Paragraph Headings.  Paragraph headings are inserted herein
for convenience only and are not intended to modify, limit or
alter the meaning of any provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands and
executed this Agreement as of the day and year first above
written.
                                   WANDERLUST INTERACTIVE, INC.




                                   By:___________________________
                                   Authorized Officer




                                   ______________________________
                                   Catherine Winchester


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