Exhibit 10.31
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                                LottoWorld, Inc.

                              EMPLOYMENT AGREEMENT
                              --------------------

      This Agreement is made this 25th day of June,  1996,  between  LottoWorld,
Inc.  ("Employer"  or "LWI"),  having its  principal  place of  business at 2150
Goodlette  Road,  Suite  200,  Naples,  Florida  33940 and Bonnie  Fussell  (the
"Employee").  In  consideration  of  the  mutual  covenants  contained  in  this
Agreement, the Employer and the Employee hereby agree as follows:

                                    ARTICLE I

      1.0   Term of Employment

      1.1   The  Employer   employs  the  Employee  and  the  Employee   accepts
employment with the Employer for a period of twenty four (24) months,  beginning
on the 25th day of June,  1996 and  renewable for a period of twelve (12) months
thereafter  unless  notified of intent not to renew sixty (60) days prior to the
end of any term at the option of the Employer;  however,  this  Agreement may be
terminated earlier as provided in this Agreement.

                                   ARTICLE II

      2.0   Duties of Employee

      2.1   The Employee is employed as President of Lottery Players  Publishing
Company,  Inc.  ("LPPC"),  a wholly-owned  subsidiary of LWI. The Employee shall
perform the following duties:

(a)   Act as the  principal  team member of a staff of executives to execute the
      directions of the board of directors.

(b)   Maintain a familiarity and  relationship  with personnel  employed by each
      State and Province that establishes a lottery.

(c)   Promote state lottery participation in publication programs of Employer.

(d)   Promote advertising in publications of Employer.

(e)   Develop marketing and promotional strategies to increase individual
      state lottery sales.

(f)   Assist and coordinate with LPP, LWI and state lottery office  personnel to
      provide timely information flow to meet all deadlines.

(g)   Assist the  Executive  Officers and others on a daily basis to operate the
      business in an efficient and effective manner.


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<PAGE>

      2.2   Place of Employment

      The Employee  shall  perform his duties from a LPPC office in Baton Rouge,
Louisiana.  However,  at any time it is deemed  necessary  or  advisable  by the
Employer for business purposes,  the Employee shall have access to other offices
of the Employer.

      2.3   Engaging in Other Employment

      The Employee shall devote a sufficient  amount of time and interest to the
satisfaction  of his duties as set forth in this  Agreement  for the  benefit of
Employer. The Employee shall not directly or indirectly render any services of a
business,  commercial  or  professional  nature to any other  person,  entity or
organization,  whether for compensation or otherwise,  without the prior written
consent of the Employer.  Employer  hereby  consents to the  continued  business
relationship between Employee and Cutting Edge Marketing Network.

      2.4   Mutual Consent to Change of Duties

      The duties of the  Employee may be changed from time to time by the mutual
consent of the Employer and the Employee.  Notwithstanding  any such change, the
employment of the Employee shall be construed as continuing under this Agreement
as modified.

      2.5   Change of Duties if Employee Disabled

      In the event Employee at any time during the term of this Agreement should
be unable because of personal injury,  long-term illness,  or any other cause to
perform the duties under this Agreement, the Employer may assign the Employee to
other  duties  and the  compensation  to be paid  after  reassignment  shall  be
determined by the Employer in its sole discretion.  If the Employee is unwilling
to accept the modification in duties and compensation  made by the Employer,  or
if the  Employee's  inability  to  perform  such  duties to an extent as to make
modification  of  the  duties  not  feasible,  this  Agreement  shall  terminate
immediately.

                                ARTICLE III

      3.0   Compensation of Employee

      3.1   As  compensation  for services  rendered under this  Agreement,  the
Employee  shall be entitled to receive  from the Employer a salary of $7,500 per
month,  during the term of this Agreement,  prorated for any partial  employment
period.  Employer shall  establish an escrow account with James D. Cullen,  P.A.
and deposit an amount equal to Ninety  Thousand and No/00  Dollars  ($90,000) in
said escrow (the "Escrow  Account") for the purpose for funding  compensation to
Employee pursuant to this paragraph.

      3.2   For services  rendered under this Agreement and upon each occurrence
of an increase  in the  aggregate  circulation  of the  Lottery  Players  Digest
program by Five Hundred Thousand  (500,000) copies, for any state or combination
of states which sanction a state lottery,  Employee shall be entitled to a bonus

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<PAGE>

in the  amount  of Five  Thousand  and  No/00  Dollars  ($5,000)(the  "Incentive
Bonus"), provided, however, the Incentive Bonus shall not apply to the first One
Million One Hundred Thousand  (1,100,000) copies of the New York Players Monthly
magazine.

      3.3   For services  rendered under this Agreement and upon each occurrence
of an increase  in the  aggregate  circulation  of the  Lottery  Players  Digest
program by Five Hundred Thousand  (500,000) copies, for any state or combination
of states which sanction a state lottery,  Employee shall be entitled to receive
an option to purchase Seven  Thousand Five Hundred  (7,500) common shares of LWI
exercisable  for a term of three (3) years  after date of grant,  at an exercise
price equal to the fair  market  value of the  underlying  shares on the date of
grant and upon such  terms and  conditions  then in effect  with  respect to LWI
stock options (the "Incentive Option").

      3.4   For services rendered under this Agreement,  Employee shall entitled
to receive an option to purchase One Hundred Thousand (100,000) common shares of
LWI  exercisable  for a term of three  (3)  years  after  date of  grant,  at an
exercise  price equal to the fair market value of the  underlying  shares on the
date of grant and upon such terms and conditions  then in effect with respect to
LWI stock options (the "Signing Option").

      3.5   As  additional   compensation  for  services   rendered  under  this
Agreement, Employee shall be entitled to receive from the Employer an automobile
allowance  in the amount of $400 per month  during  the term of this  Agreement,
prorated for any partial employment period.

      3.6   Employee  shall  be  paid  such  additional  compensation  from  the
Employer for services  rendered under this  Agreement as may be determined  from
time to time, in the sole discretion of the Board of Directors.

                                ARTICLE IV

      4.0   Employee Benefits

      4.1   Medical Benefits

      The Employer agrees to include the Employee in any hospital,  surgical and
medical  benefit plan when,  if and as from time to time adopted by the Employer
and upon the  terms  and  conditions  as set  forth  for said  participation  in
Employer's  Employee Handbook.  The Employee shall be entitled to participate in
any such plan at the time specified in the benefit plan rules.

      4.2   Group Life Insurance

      The Employer  agrees to include the Employee  under the  Employer's  group
term life  insurance  policy  when,  if and as from time to time  adopted by the
Employer and upon the terms and  conditions as set forth for said  participation
in Employer's Employee Handbook.








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<PAGE>

      4.3   Vacation / Holidays

      The  Employee  shall be  entitled to an annual  vacation  leave of two (2)
weeks at full pay. The Employee  shall be entitled to a holiday with full pay on
each holiday as from time to time adopted by the Employer and upon the terms and
conditions as set forth in Employer's Employee Handbook.

      4.4   Disability

      If the Employee  becomes  disabled  during the employment  term because of
sickness,  physical or mental disability, or for any other reason, so that he is
unable to perform his duties under this  Agreement,  the Employer  agrees to pay
the  Employee  fifty  percent  (50%) of his  salary  during  the  period of said
disability,  for a period up to one hundred eighty (180) days, but not exceeding
the term of this Agreement.

                                 ARTICLE V

      5.0   Reimbursement of Employee Expenses

      The  Employer,  in  accordance  with the  rules  and  procedures  that the
Employer  shall  issue  from time to time,  shall  reimburse  the  Employee  for
business expenses incurred in the performance of the Employee's duties.

                                ARTICLE VI

      6.0   Properties Rights of the Parties

      6.1   Trade Secrets

      The Employee during the term of employment  under this Agreement will have
access to and become  familiar  with various  trade  secrets,  including but not
limited to, policy, plans,  procedures,  strategies,  financial data, processes,
compilations   of   information,   records  and   specifications   (collectively
hereinafter  "Trade  Secrets"),  that are owned by the Employer and LWI and that
are regularly used in the operation of the Employer's  and LWI's  business.  The
Employee shall not disclose any of these Trade Secrets,  directly or indirectly,
or use them in any way, either during the term of this Agreement or at any later
time,  except as required in the course of  employment  with the  Employer.  All
files, records, documents, drawings, specifications, equipment and similar items
relating to the business of the  Employer,  whether  prepared by the Employee or
otherwise,  coming into the  Employee's  possession  shall remain the  exclusive
property of the Employer.

      6.2   Non-competition During Term of Employment

      During the term of this  Agreement,  the Employee  shall not,  directly or
indirectly,  either as an  employee,  employer,  consultant,  agent,  principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative  capacity,  engage  or  participate  in any  business  that is in
competition in any manner whatsoever with the business of the Employer or LWI.

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<PAGE>

      6.3   Post-Employment Non-competition

      In consideration  of the Employer  employing the Employee in a position in
which the Employee  will gain  specialized  knowledge  and  experience  and will
establish  personal  relationships  with the  Employer's  and  LWI's  customers,
suppliers and other employees, the Employee covenants and agrees as follows:

      On termination of employment, whether by termination of this Agreement, by
wrongful discharge, or otherwise,  the Employee shall not directly or indirectly
engage in  competition  with the  Employer or LWI.  The  Employee  agrees not to
engage in  competition  with the  Employer  or LWI for a period of two (2) years
after the date of termination of employment  under the Agreement.  This covenant
shall be construed as an agreement  independent  of any other  provision of this
Agreement and it is agreed that this covenant  shall survive the  termination of
this  Agreement.  The  existence of any claim or cause of action of the Employee
against the Employer or LWI, whether  predicated on this Agreement or otherwise,
shall not  constitute  a defense to the  enforcement  by the Employer or LWI, of
this covenant.  In the event of a breach or threatened breach by the Employee of
the  obligations  under  this  paragraph,  the  Employee  acknowledges  that the
Employer or LWI will not have an adequate remedy at law and shall be entitled to
such  equitable  and  injunctive  relief as may be  available  to  restrain  the
Employee from the violation of the provisions of this paragraph. Nothing in this
paragraph  shall be construed as  prohibiting  the Employer or LWI from pursuing
any  other  remedies  available  for the  breach  or  threatened  breach of this
covenant not to compete, including but not limited to, injunctive relief and the
recovery of damages from the Employee.

                                ARTICLE VII

      7.0   Termination

      7.1   Termination of Employment by Employer for Cause

      If the Employee  breaches or fails to perform the duties he is required to
perform in the opinion of the Board of Directors of the Employer under the terms
of  this  Agreement,  the  Employer  may,  at the  Employer's  sole  discretion,
terminate the Employee.  Such  termination  shall not prejudice any other remedy
which  the  Employer  may be  entitled  either at law,  in equity or under  this
Agreement.

      7.2   Effect of Termination on Compensation

      In the event of the termination of this Agreement, without cause, prior to
the  completion  of the initial  twelve  (12)  months of the term of  employment
specified  in Article I, the  Employee  shall be entitle to the balance of funds
then  remaining  in the  Escrow  Account  and shall be  entitled  to no  further
compensation as of the date of  termination.  In the event of the termination of
this Agreement,  with cause,  prior to the completion of any term of employment,
the Employee shall be entitled to  compensation  earned by him prior to the date
of  termination as provided for in this  Agreement,  computed pro rata up to and
including that date.  The Employee shall be entitled to no further  compensation
as of the date of termination.


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<PAGE>

                                  ARTICLE VIII

      8.0   General Provisions

      8.1 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,  if to Employer at the principal  office of Lottery
Players Publishing Company,  Inc., Attention:  Chief Executive Officer and if to
Employee at the addresses appearing in Employees employment file, 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 one (1) day after mailing.

      8.2   Entire Agreement

      This Agreement supersedes any and all other agreement,  whether oral or in
writing  between the parties with respect to the  employment  of the Employee by
the Employer,  and this  Agreement  contains all of the covenants and agreements
between the parties with  respect to  employment.  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.

      8.3   Governing Law

        This Agreement shall be governed by and construed in accordance with the
laws of the State of  Florida.  Any claim or  controversy  that arises out of or
relates to this Agreement shall be settled by arbitration in the City of Naples,
Florida 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.


Employer:                                       Employee:
          LottoWorld, Inc.


      By: ____________________________          _______________________
            Dennis B. Schroeder                    Bonnie Fussell
            Chief Executive Officer










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