Exhibit 10.32


                          Lottery Publishing Agreement
                          ----------------------------

            This  Agreement is made this __ day of ______ 199__,  by and between
the  _______________  State Lottery,  an entity of the State of  _______________
having an office at 600 North 10th Street, _________, _______________ _____ (the
"Lottery") and Lottery Players Publishing Company,  Inc., a New York corporation
having its primary office at 2150 Goodlette  Road,  Suite 200,  Naples,  Florida
34102 (the "Publisher").

      WHEREAS the Lottery desires to expand the lines of communication  with the
citizens of  _______________  to report on the vast amount of good that  results
from  the   _______________   Lottery  and  establish  an  effective   means  of
communicating with _______________ lottery players; and

            WHEREAS Publisher is in the business of designing, writing, printing
and publishing lottery players' magazines;

            NOW, THEREFORE,  in consideration of the foregoing and of the mutual
promises hereinafter set forth, the parties agree as follows:


1.          Scope of Services
            -----------------

            The Lottery  hereby  engages the Publisher to design,  write,  edit,
publish and print a monthly  lottery  players'  magazine  for the  Lottery.  The
magazine shall be a digest-size,  four color,  __-page,  __-pound paper,  saddle
stitched  publication.  The magazine  shall be titled,  _______________  LOTTERY
PLAYERS  DIGEST  (the  "DIGEST").  Subject to the mutual  agreement  between the
Lottery  and  Publisher,  the DIGEST  shall be  published  _______________.  The
determining  factor   _______________shall   be  the  ability  of  Publisher  to
________________  associated with the DIGEST. The initial issue of the DIGEST is
tentatively scheduled to be _____ 199__.












                                      -24-

<PAGE>

2.           Purpose
             -------

      The primary  purpose of the DIGEST is to  effectively  expand the lines of
communication  with  _______________  lottery  players  regarding  the following
areas:

      a.    To create a  communications  platform  and forum for the Director to
            reach the players.
      b.    To help create a counter balance to inaccurate and misleading  press
            reports.
      c.    To communicate pertinent news and releases from the Lottery.
      d.    To answer letters and questions that arise from players.
      e.    To convey reasons and benefits for playing games.
      f.    To introduce new games and new features of existing games.
      g.    To provide a cost effective means of cross selling,  cross promoting
            and  enhancing  sales of all games with both  frequent  players  and
            infrequent players.
      h.    To provide a cost  effective and quick means of conducting  informal
            research of _______________ lottery players.
      i.    To provide instructions for playing on-line and instant games.
      j.    To present more  information and options  regarding  general systems
            and strategies for on-line play.
      k.    To provide numbers, results and statistics of on-line games.
      l.    To  provide  a premium  for such  programs  as Lotto  subscriptions,
            Players Club, etc.
      m.    To allow for  promotion  of the  DIGEST as a value  added  incentive
            available  for  free  only  at  the  Lottery  's  licensed   lottery
            retailers.
      n.    Other mutually agreed upon areas of interest.

3.    Price
      -----

      Publisher shall furnish all copies of the DIGEST  requested by the Lottery
      at
________________________________________________________________________________

________________________________________________________________________________












                                      -25-

<PAGE>

4.    Delivery and Distribution
      -------------------------

      Direct shipment by Publisher to such locations within  _______________  as
 the Lottery may from time to time direct.  It is  anticipated  that the Lottery
 may  eventually  have as many as ____ (__)  locations  within  _____________for
 which they desire delivery of the Digest.  ____________________________________
 deliver the DIGEST to lottery retailers _________________________________.

      The DIGEST shall be packaged  ________  (_____) copies and in packs of ___
 (___) copies for shipping.  The number of DIGESTS to be distributed per lottery
 ticket  retailer  will be  determined  upon  review  by the  Publisher  and the
 Lottery. Current estimates are __________ copies per lottery ticket retailer on
 average.  It is anticipated  that some lottery ticket  retailers  could receive
 ________________  copies while there could be as few as ______ copies delivered
 to other  locations.  The  Lottery  and  Publisher  shall  develop  an  initial
 distribution formula based upon  _______________________.  Initially, a minimum
 of _______ copies shall be delivered to the Lottery.


5.    Racking
      -------

      Upon the mutual  agreement  between the parties ______ may procure one (1)
magazine display rack for each  _______________  Lottery retailer.  In the event
__________  determines  that it does not desire to procure the magazine  display
racks,   _______  shall   procure  one  (1)  magazine   display  rack  for  each
_______________ Lottery retailer. __________ shall distribute the magazine racks
for display of the DIGEST in one or more ways:

                  (1)
                  (2)
                  (3)
                  (4)


6.    Free Advertising Pages Available to _______________ Lottery
      -----------------------------------------------------------
 
      The Publisher  shall make  available to the Lottery,  in each issue of the
DIGEST,  __________________  for the  purposes  of  promoting  the  Lottery  and
specific _______________ Lottery games.


7.    DIGEST Price to Customer:
      ------------------------

      The DIGEST will be distributed ________________________________ to players
and will be available at all Lottery retailers.





                                      -26-


<PAGE>

8.    Editorial Content
      -----------------

      The Lottery  will be  allocated  _____ pages per issue.  Lottery will have
final review and approval for each issue of the DIGEST.  Publisher  shall submit
manuscript  copy of all editorial  content to the Lottery for  approval.  In the
event the Lottery  does not object to any  proposed  editorial  manuscript  copy
within  five (5)  business  days  from the date  received  by the  Lottery,  the
editorial  manuscript  copy shall be deemed  approved.  In the event the Lottery
does make a timely objection to an editorial matter,  the  objectionable  matter
may be amended and resubmitted to the Lottery for approval or withdrawn.  In the
event the Lottery does not object to any amended editorial matter within two (2)
business  days from the date  received by the  Lottery,  the  amended  editorial
matter  shall be deemed  approved.  In the event the Lottery  does make a timely
objection,  the amended editorial matter may be amended and approved as provided
in the preceding sentence until approved or withdrawn. Overall editorial content
and design can be augmented or changed as agreed by the Lottery and Publisher.


9.    Editorial Coordination
      ----------------------

      Publisher   shall   appoint  one   primary   editor  to   coordinate   the
communications  and  information  flow with the Lottery.  A back-up editor shall
also be identified.  The Lottery shall appoint one primary  contact person and a
back-up person to coordinate the  communications  and information  flow with the
Publisher.  Editorial  deadlines  will be set and agreed to by Publisher and the
Lottery.


10.   Advertising Content
      -------------------

      _____________  shall have  absolute  control over all  advertising  in the
DIGEST.  Prior to the first use of any  advertisement  proposed to be printed in
the DIGEST,  Publisher  shall  submit the  advertisement  in its entirety to the
Lottery for  approval.  In the event the Lottery does not object to any proposed
advertisement  within  five (5)  business  days  from the date  received  by the
Lottery,  the advertisement  shall be deemed approved.  In the event the Lottery
does  make a timely  objection,  the  objectionable  advertising  matter  may be
amended and  resubmitted to the Lottery for approval or withdrawn.  In the event
the Lottery  does not object to any amended  advertising  matter  within two (2)
business  days from the date  received by the Lottery,  the amended  advertising
matter  shall be deemed  approved.  In the event the Lottery  does make a timely
objection,  the  amended  advertising  matter may be  amended  and  approved  as
provided in the preceding sentence until approved or withdrawn.










                                      -27-

<PAGE>

11.   Use of Lottery Logo on Cover and in the DIGEST
      ----------------------------------------------

      Use of the  Lottery  logo is  authorized  within the DIGEST as well as the
cover and on related promotional and editorial materials. The Lottery logo shall
not be used in any non-Lottery promotional or editorial materials.


12.   Promotions
      ---------- 
      _______________________________  point of sale, print, broadcast,  outdoor
media, direct mail, Lottery newsletters and mailings to ticket vendors, and as a
tie-in to other products (i.e.,  subscription  program,  player's club, etc.) or
fulfill any Digest subscription program that might be enacted.  _______ shall be
notified  prior to any DIGEST  promotions  and  receive  hard copies of any such
promotions.

13.   Additional Copies
      ----------------- 

      Publisher shall furnish additional DIGEST copies __________ to the Lottery
for mailing purposes to satisfy promotional  programs,  (i.e. Lotto subscription
program  incentive,  "Player's  Club"  premium,  etc.) or to fulfill  any DIGEST
subscription  program that might be enacted.  Such  requests  shall be made in a
reasonably timely manner to insure adequate  coordination time with advertisers,
printers and distribution  channels.  _____________ shall absorb any mailing and
distribution costs associated with ___________ distribution of the DIGEST.


14.   DIGEST on the Internet
      ----------------------

      Publisher  retains  the right to promote  and  reproduce  contents  of the
DIGEST on the  Internet.  In the event the  Lottery  initiates  a Web Site,  the
Lottery shall have the identical promotional rights as Publisher.

















                                      -28-

<PAGE>

15.   Term
      ----

      a) The initial  term of this  Agreement  shall  commence on the date first
written above and shall continue for a period of ________________  from the date
of the  initial  publication  of the  DIGEST.  By way of  example  only,  if the
Agreement is fully executed on _____________,  and the first issue of the Digest
is ____________,  then the Agreement shall terminate ________ after _____. Under
the  example  given  above,  the  termination  date of the  Agreement  would  be
_____________.

      b) Upon  expiration of the initial term,  this Agreement shall be extended
for _______________  upon the same provisions as are set forth in the Agreement,
or upon such  modified  provisions  as may be agreed upon in an amendment to the
Agreement, unless ________________ notice of termination at least ______________
days prior to the end of the initial or any subsequent term.

      c) During the initial term of this Agreement and additional  term thereof,
Publisher shall be the exclusive  publisher of a magazine for the Lottery with a
content and format similar to the DIGEST set forth herein.


16.   Copyrights
      ----------

      Copyrights   shall  be  retained  by  Publisher  for   articles,   charts,
interviews,  stories, systems, columns, art, graphics, layouts, design features,
editing and content provided by Publisher for the DIGEST.  Permission to reprint
same  is  hereby  granted  in  perpetuity  without  the  payment  of  additional
consideration to the Lottery.

17.   Confidentiality
      ---------------

      Each party shall take  reasonable  steps to insure  that all  confidential
information which such party or any of its representatives,  employees or agents
may now possess or may  hereafter  create or obtain  relating  to the  financial
condition, results of operation,  business,  properties, assets, liabilities, or
future  prospects of the other party,  or any affiliate,  of the other party, or
any customer or supplier of such other party or any such affiliate  shall not be
disclosed or used without the prior written consent of the other party.


18.   Right to terminate; Notice of Intention to Terminate; Right to Cure
      -------------------------------------------------------------------
  
      a) The Lottery shall have the right to terminate this Agreement for any of
the  following  causes:  (i)  a  material  breach  ____________________  (ii)  a
determination  by a court  of  competent  jurisdiction  that  the  Publisher  is








                                      -29-

<PAGE>

bankrupt or  insolvent;  (iii) a good faith  determination  by the Lottery  that
___________________________;  and (iv) a conviction  of the  Publisher or any of
its parents, affiliates,  subsidiaries,  directors, officer, or employees of any
criminal offense connected to the Publisher's  business which, in the reasonable
opinion  of the  Lottery,  would be  prejudicial  to  public  confidence  in the
Lottery.

      b) In the  event  that the  Lottery  decides  to  exercise  such  right to
terminate this Agreement,  the Lottery shall give the Publisher  advance written
Notice of Intention to Terminate for Cause.  Such Notice shall state clearly and
specifically the cause for which such termination is sought, and Publisher shall
be  entitled  to a period of  ________________  from  receipt of such  Notice to
correct or cure the causes so described to the  reasonable  satisfaction  of the
Lottery in which case such Notice shall be deemed  withdrawn  and a nullity.  If
termination is sought because of a criminal  conviction as in subparagraph  (iv)
of paragraph (a) of this Section 18, the cause for  termination  shall be deemed
cured if the Publisher causes or obtains the dismissal, resignation,  retirement
or other removal of the person  convicted of such offense  during the __________
cure period.


19.   Relationship
      ------------

      The  relationship  of the  Publisher  to the  Lottery  arising out of this
Agreement  shall  be  that  of an  independent  contractor.  The  Publisher,  in
accordance  with its status as an  independent  contractor,  agrees that it will
conduct itself consistent with such status, that it will neither hold itself out
as,  nor claim to be, an  officer  or  employee  of the  Lottery or the State of
_______________ by reason thereof, and that it will not by reason thereof,  make
any claim,  demand or  application  for any right or privilege  applicable to an
officer or  employee  of the  Lottery or the State of  _______________,  but not
limited to, workers'  compensation  coverage,  unemployment  insurance benefits,
social security coverage,  or retirement  membership or credit. All personnel of
the  Publisher  shall be within the employ of the  Publisher  only,  which alone
shall  be  responsible  for  their  work,  the  direction  thereof,   and  their
compensation.  Nothing in this  Agreement  shall impose any liability or duty on
the Lottery or the State of _______________,  on account of any acts,  omission,
liabilities or obligation of the Publisher or any person, firm, company, agency,
association,  corporation  or  organization  engaged by the Publisher as expert,
consultant,  independent contractor,  specialist,  trainee, employee, servant or
agent  for taxes of any  nature,  including,  but not  limited  to  unemployment
insurance  compensation,  and the Publisher  hereby agrees to indemnify and hold
harmless  the  Lottery  and  the  State  of  _______________  against  any  such
liabilities.











                                      -30-

<PAGE>

20.   Notice
      ------

      Any notices to be given under this Agreement by any party to the other may
be effected either by personal delivery in writing or by registered or certified
mail, with the postage prepaid, and return receipt requested. Mail notices shall
be addressed to the addresses first appearing herein,  but each party may change
the  address by notice in  accordance  with this  paragraph.  Notices  delivered
personally  shall be deemed received as of actual receipt;  mailed notices shall
be deemed received as of three (3) day after mailing.

21.   Assignment
      ----------

      This  Agreement is personal in its  character,  and shall not be assigned,
transferred  or  hypothecated  without  the prior  written  consent of the other
party, which shall not be unreasonable withheld.

22.   Entire Agreement
      ----------------
 
      This Agreement supersedes any and all other agreement,  whether oral or in
writing  between the parties  with  respect to the  provision  herein,  and this
Agreement  contains all of the covenants and agreements between the parties with
respect   thereto.   Each  party  to  this   Agreement   acknowledges   that  no
representations,  inducements, promises or agreements, orally or otherwise, have
been made by any party,  or anyone  acting on behalf of any party,  that are not
embodied in this Agreement,  and that no other  agreement,  statement or promise
not contained in this Agreement shall be valid or binding.  Any  modification of
this Agreement will be effective only if it is in writing signed by the party to
be charged.

23.   Governing Law
      -------------
 
      This Agreement  shall be governed by and construed in accordance  with the
laws of the State of  _______________.  Any claim or controversy that arises out
of or relates to this  Agreement  shall be settled by  arbitration in accordance
with the rules then obtaining of the American Arbitration Association.  Judgment
upon any award rendered pursuant to such arbitration may be entered in any court
possessing jurisdiction of arbitration awards.











                                 -31-

<PAGE>

24.   Counterparts
      ------------
 
      This  Agreement  may be  executed  in  counterparts  each of which when so
executed  and  taken  together  shall  constitute  one and the  same  Agreement.
Publisher  covenants that this Agreement has been duly authorized,  executed and
delivered by Publisher and is a legal, valid and binding obligation of Publisher
enforceable  against  Publisher in  accordance  with its terms and Publisher has
obtained all necessary Board of Directors' and shareholder consents necessary to
enter into the Agreement.

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


Lottery Players Publishing Company, Inc.        __________ State Lottery


By: ________________________               By: _____________________

      President