Exhibit 10.13

                     INTELLECTUAL PROPERTY LICENSE AGREEMENT


                  THIS AGREEMENT is made as of the 28th day of June, 2000 by and
between AmeriCom USA, Inc., a corporation  formed and existing under the laws of
the State of Delaware,  having an office and principal place of business at 5900
Hollis Street, R-1,  Emeryville,  California 94608  ("Licensor"),  and Robert M.
Cezar,  an individual  residing at 1003 Acorn Drive,  Arroyo Grande,  California
93420 ("Licensee");

                  WHEREAS,  pursuant  to an  Assignment  executed by Licensee on
June 28, 2000,  Licensor is the owner of the entire right, title and interest in
and to the technology known as Virtual Object State  Explication,  including all
improvements  and related  patents and patent  applications  (collectively,  the
"Intellectual Property"); and

                  WHEREAS, Licensee desires to license the Intellectual Property
from  Licensor,  and  Licensor  is  willing to grant to  Licensee a  world-wide,
royalty-free license to use and sublicense the Intellectual Property subject and
pursuant to the terms and conditions herein.

                  NOW,  THEREFORE,  in consideration  of the foregoing,  and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  the  parties,  intending  to be legally  bound,  agree as
follows:

                  1. Grant of License.

                  a.   Licensor   hereby   grants  to  Licensee  a   world-wide,
irrevocable,  perpetual,  royalty-free right and license to use the Intellectual
Property  solely in  connection  with  not-for-profit  educational  broadcasting
networks.

                  b.  Licensee may  sublicense  its rights under this  Agreement
only to a not-for-profit third party and only upon the prior written consent and
approval of Licensor.

                  2. Ownership of Intellectual Property.

                  a. Licensee  acknowledges that Licensor owns all right,  title
and interest in and to the Intellectual Property, and agrees that all use of the
Intellectual  Property  shall  inure  to the  benefit  of and  be on  behalf  of
Licensor.  Licensee  shall not  acquire  any  rights  in or to any  Intellectual
Property under this Agreement except as expressly provided herein.

                  b.   Licensee   shall  execute  all  documents  and  otherwise
reasonably  cooperate  in  establishing,  confirming  and  enforcing  Licensor's
ownership rights in the Intellectual Property.

                  3. Sublicensing.

                  Any sublicense of the  Intellectual  Property  permitted under
Section 1.b.  herein from  Licensee to a third party  shall:  (i) be in writing,
(ii)  specifically  require the third party  sublicensee to agree to comply with
and  observe  the terms of this  Agreement,  and (iii)  require


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the third party  sublicensee  to assign all ownership  rights in any  derivative
work and improvements to the  Intellectual  Property to Licensor and execute all
documents and otherwise  reasonably  cooperate in  establishing,  confirming and
enforcing Licensor's ownership rights in the Intellectual Property.

                  4. Confidentiality and Non-Disclosure.

                  a. Licensor and Licensee each agree that they shall not use in
an  unauthorized  manner,  or  disclose,   reproduce,   publish,  distribute  or
disseminate,  in  whole or in part,  to any  third  party,  any  proprietary  or
confidential  information  received  in  connection  with  this  Agreement,  the
Intellectual Property or the performance of any obligations herein.

                  b. The above obligations of confidentiality and non-disclosure
shall not extend to proprietary or confidential information which: (a) was known
to the receiving party prior to receipt thereof from the disclosing  party,  (b)
is  disclosed  to the  receiving  party in good faith by a third  party under no
obligation of confidence and with the right to make such  disclosure,  (c) is or
shall have become part of the public  domain  through no fault of the  receiving
party or any other party with an obligation of confidentiality to the disclosing
party,  or (d) is required to be disclosed by the receiving  party by order of a
court of competent jurisdiction,  administrative agency or governmental body, or
by any law, rule or regulation,  or by subpoena,  or any other administrative or
legal process, or by applicable regulatory standards.

                  c.   The   foregoing    confidentiality   and   non-disclosure
obligations shall survive the termination or expiration of this Agreement.

                  5. Infringement by Third Parties.

                  Promptly upon discovery, Licensee agrees to notify Licensor in
writing  of  any  unauthorized   use  or  potential   unauthorized  use  of  the
Intellectual Property by third parties of which it becomes aware. Licensor shall
have the sole right and discretion to take  appropriate  legal action  involving
the  Intellectual  Property.  If Licensor  decides  that taking  legal action is
appropriate,  Licensor will be responsible for any legal costs incurred and will
be entitled to retain any damages recovered.  Licensee agrees to cooperate fully
with Licensor with respect to any legal action taken by Licensor against a third
party with respect to the Intellectual Property.

                  6. No Contest.

                  Licensee  agrees  that it  shall  not  challenge,  dispute  or
otherwise  contest,  or assist  others in  challenging,  disputing  or otherwise
contesting,  the  validity,  enforceability  or  ownership  of the  Intellectual
Property.

                  7. Termination.

                  Licensor may terminate this Agreement immediately upon written
notice to Licensee upon any material breach of this Agreement by Licensee.

                  8. Miscellaneous.

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                  a. Complete Agreement.  This Agreement  constitutes the entire
agreement  between the parties with respect to the subject  matter  hereof,  and
supercedes  all prior  agreements  and  understandings,  both  written and oral,
between the parties with respect to such subject matter.

                  b. Assignment;  Transfer. This Agreement, and the obligations,
rights or license  hereunder,  may not be assigned or  transferred  by Licensee,
other than to an affiliate, without the prior written consent of Licensor.

                  c.  Successors  and Assigns.  This Agreement is binding on and
inures to the  benefit  of the  parties,  and their  respective  successors  and
assigns.

                  d. Governing Law; Venue; Jurisdiction. This Agreement, and the
rights and obligations of the parties hereunder,  shall be governed,  including,
without  limitation,  as to validity,  interpretation and effect, by the laws of
the State of Delaware, without regard to the principles of conflict of laws.

                  f.  Severability.  In the  event  that any  provision  of this
Agreement  conflicts with the law under which this Agreement is to be construed,
or if any such provision is held invalid by a court with  jurisdiction  over the
parties to this Agreement,  and the subject matter of this  Agreement,  (i) such
provision  will be deemed to be restated  to reflect as nearly as  possible  the
original  intentions of the parties in accordance  with applicable law, and (ii)
the remaining  terms,  provisions,  covenants and restrictions of this Agreement
will remain in full force and effect.

                  g.   Counterparts.   This   Agreement   may  be   executed  in
counterparts, each of which will be deemed an original and all of which together
will constitute one in the same document.

                  h.  Waiver;  Amendment.  No waiver of any term,  condition  or
obligation of this Agreement  shall be valid unless in writing and signed by the
waiving  party.  No waiver of any one or  several of the  terms,  conditions  or
obligations of this Agreement, and no partial waiver thereof, shall be construed
as a  waiver  of any of the  other  terms,  conditions  or  obligations  of this
Agreement. This Agreement may not be amended, changed or modified in any fashion
except by written instrument signed by each of the parties hereto.

                  i. Headings.  The headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.


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                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Intellectual  Property License Agreement to be executed effective as of the date
first above written.


AmeriCom USA, Inc.



By: /s/ Authorized Signatory                    /s/ Robert M. Cezar
   ----------------------------                 -------------------------------
Name:                                           Robert M. Cezar
Title:


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