EXHIBIT 10.13
                          CONSULTING AGREEMENT
     CONSULTING AGREEMENT made as of July 1, 1997 by and between
Wanderlust Interactive, Inc., a Delaware corporation, located at
462 Broadway, New York, New York 10013 (hereinafter referred to
as the "Company") and Catherine Winchester, residing at 258
Broadway, New York, New York 10007 (hereinafter referred to as
the "Consultant").
                              WITNESSETH:
     WHEREAS, the Company creates, publishes, manufactures and
markets educational, high quality, interactive multimedia titles
for consumers (the "Products"); and
     WHEREAS, the Consultant is experienced in creating and
marketing interactive multimedia titles. 
     NOW, THEREFORE, the Company and the Consultant intending to
be legally bound, agree as follows:
     1.     Consultancy. The Company, pursuant to the terms and
conditions set forth in this Agreement, hereby retains the
Consultant.  The Consultant agrees to accept the position set
forth herein.  The Consultant will make herself available for up
to twenty (20) hours per month to assist the Company provided
such services do not interfere with Consultant's other
professional responsibilities, in which case Consultant will
advise the Company of reasonable alternate times she can be
available; it being understood that Consultant intends to obtain
other employment.
     2.     Term. Except as otherwise provided herein, the term
of this Agreement shall commence July 1997 and shall terminate on
June 30, 1998, unless terminated sooner in accordance herewith
(the "Term").  
     3.     Compensation.  
          a.  Except as otherwise set forth herein, as
compensation for all services to be rendered by the Consultant to
the Company pursuant to the terms of this Agreement, the
Consultant shall be paid a fee of $5,000 per month or $60,000 per
year (the "Compensation") commencing on the Commencement Date,
payable on the 15th day of each month starting July 1, 1997.
          b.  At any time, the Board of Directors of Company may
grant to the Consultant a bonus or increase her Compensation in
an amount which, in the discretion of the Board of Directors of
the Company, is deemed appropriate.
     4.     Termination.
          4.1  Termination Without Cause. This Agreement shall
automatically be terminated without notice in the event of the
death or disability of the Consultant.
          4.2  Termination For Cause. The Company may terminate
the Consultant's engagement under this Agreement without
liability if such engagement is terminated "for cause".  The term
"for cause" shall, for the purposes of this Agreement, mean (i) a
material breach by the Consultant of the provisions of this
Agreement, (ii) the commission by the Consultant of a fraud
against the Company or the conviction of the Consultant for
aiding or abetting, or the commission of, a felony or of a fraud
or a crime involving moral turpitude or a business crime, (iii)
the knowing possession or use of illegal drugs or prohibited
substances or the excessive drinking of alcoholic beverages,
which impairs the Consultant's ability to perform her duties
hereunder, or (iv) being under the influence of such drugs,
substances or alcohol during the Consultant's hours of
engagement.  In the event of such termination for cause, the
Consultant shall be entitled to receive her Compensation up to
the date of such termination.
     5.     Administration; Expenses. The Consultant shall report
to the Board of Directors of the Company, at such intervals as
may be determined from time to time.  The Consultant shall be
reimbursed by the Company for all expenses reasonably incurred by
her. 
     6.   Restrictive Covenants.
          6.1     Inventions. Any program, discovery, process,
design, invention or improvement which the Consultant makes or
develops during her engagement by the Company, on behalf of the
Company and in connection with the Company's business or research
activities as then conducted or contemplated, shall belong to the
Company and shall be promptly disclosed to the Company.  During
the Consultant's engagement and for a period of one year
thereafter, the Consultant shall, without additional
compensation, execute and deliver to the Company any instruments
of transfer and take such other action as the Company may request
to carry out the provisions of this Article 6, including without
limitation, filing, at the Company's expense, patent, copyright
or trademark applications for anything covered by this Article 6
and the prompt assignment of the same to the Company.
          6.2     Confidential Information. The Consultant agrees
that she shall not, without the written consent of the Company or
in the regular course of the Company's business, either during
the term of consultancy with the Company or for a period of one
year thereafter, disclose to any person, firm, corporation,
association, or entity whatsoever, any information relevant to
the operation of the Company's business including, but not
limited to, any confidential, proprietary or secret aspect of the
affairs of the Company or any affiliate of the Company or in any
manner or way use such information in competition with the
Company.
          6.3     Competition.  The Consultant, 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 and shall not hire
any Company employee within six months of the termination of her
consultancy, without the consent of the Company.  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, she 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.  The
Consultant 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 the
Consultant's activities are divisible, so that if any provision
of this Article 6.3 is invalid, that provision shall be
automatically modified to the extent necessary to make it valid. 
The foregoing to the contrary notwithstanding, the Consultant'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 6.3.
     7.     Injunction. It is recognized and hereby acknowledged
by the Consultant that a breach or violation by the Consultant of
any of the covenants or agreements contained in this Agreement
may cause irreparable harm and damage to the Company hereto, the
monetary amount of which may be virtually impossible to
ascertain.  As a result, the Consultant recognizes and
acknowledges that the Company shall be entitled to an injunction,
without posting any bond or security in connection therewith,
from any court of competent jurisdiction enjoining and
restraining any breach or violation of any of the restrictive
covenants contained in Article 6 of this Agreement by the
Consultant or her associates, partners or agents, either directly
or indirectly, and that such right to injunction shall be
cumulative and in addition to whatever other rights or remedies
the Company may possess.  Nothing contained in this Article 7
shall be construed to prevent the Company from seeking and
recovering from the Consultant damages sustained as a result of
any breach or violation by the Consultant of any of the covenants
or agreements contained in this Agreement, and that in the event
of any such breach, the Company shall avail itself of all
remedies available both at law and at equity.
      8.     Miscellaneous.
          8.1     Notices.  Any notice or other communication to
a party under this Agreement shall be in writing, and if by use
of the mail shall be considered given when mailed by certified
mail, return receipt requested, to the party at the following
address or at such other address as the party may specify by
notice to the other:
          (a)     If to the Company, to it at its address set
forth above, and
          (b)     If to the Consultant, to her at her address set
forth above.
          8.2     Benefit. This Agreement shall be binding upon
and inure to the benefit of the respective parties hereto and
their legal representatives, successors and assigns.
          8.3     Validity. The invalidity or unenforceability of
any provisions hereof shall in no way affect the validity or
enforceability of any other provision.
          8.4     Entire Agreement. This Agreement constitutes
the entire Agreement between the parties, and supersedes all
existing agreements between them.  It may only be changed or
terminated by an instrument in writing signed by both parties.
          8.5     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.
          8.6     Corporate Action. The execution and delivery of
this Agreement by the Company has been authorized and approved by
all requisite corporate action.
          8.7     Waiver of Breach. The failure of a party to
insist on strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver or deprive that party
of the right thereafter to insist upon strict adherence to that
term or any term of this Agreement.  Any waiver hereto must be in
writing.
          8.8     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.
          8.9     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 











cdkidz\cnsl-agr.cw