Exhibit 10.13

                                ISES CORPORATION
                            2600 72nd Street, Suite C
                            W. Des Moines, Iowa 50322
                     Tel: (515) 331-0560 Fax: (515) 331-3901
                                    ("ISES")

               IN-FLIGHT ENTERTAINMENT SOFTWARE LICENSE AGREEMENT

Customer:     Delta Air Lines, Inc.
              Department 916
              1020 Delta Blvd.
              Atlanta, GA 30320-6001
              Tel:  404-715-2835Fax: 404-715-5100

Contact:      K. Allen Greer


ISES  hereby  grants  Customer,   and  Customer  hereby  accepts  from  ISES,  a
non-exclusive and non-transferable  right to use the computer programs described
in Section 1 below (the  "Products")  on the  designated  hardware  described in
Section 2 below (the  "Designated  Hardware"),  for the term  specified  herein,
subject to the terms and conditions specified below.

                          GENERAL TERMS AND CONDITIONS

1.   PRODUCTS

"Products"  means (i) the  machine-readable  object code version of the computer
programs  described in the Product  Schedule,  whether embedded on disc, tape or
other media, for use on the computer platform  specified in the Product Schedule
(the "Software"),  (ii) the published user manuals and  documentation  that ISES
makes  generally  available  for the Software (the  "Documentation"),  (iii) the
fixes,  updates,  upgrades or new versions of the Software or Documentation that
ISES may provide to Customer under this Agreement (the  "Enhancements") and (iv)
any  copy  of the  Software,  Documentation  or  Enhancements.  Nothing  in this
Agreement  will  entitle  Customer to receive the source code of the Software or
Enhancements, in whole or in part.

2.   DESIGNATED HARDWARE

"Designated  Hardware" means the hardware equipment  installed in the designated
aircraft,  each as  specified  in the  Product  Schedule.  Customer  may use the
Products as  described  in Section 3 only on the  Designated  Hardware  while it
possesses and operates the Designated Hardware. Any other use or transfer of the
Products  will require  ISES's prior  written  approval,  which (i) shall not be
unreasonably  withheld or delayed and (ii) may be subject to additional  charges
should any revision to the  Products be required as a result of the  alternative
use or transfer.

3.   USE

Customer may use the Products only in and for Customer's  own internal  purposes
in providing in-flight entertainment to its passengers. Customer will not permit
any  other  person  to use the  Products,  whether  on a  time-sharing  or other
multiple user arrangement. Customer, or their designee, may install the Software
or Enhancements on a network or other  multi-user  computer system  specified in
the Product Schedule and use the Designated Hardware to provide file services to
Customer's in-flight entertainment consoles, up to the number of seats specified
in the Product  Schedule.  Customer,  or their  designee,  may make a reasonable
number of back-

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up archival  copies of the  Software and  Enhancements  and will  reproduce  all
confidentiality   and  proprietary   notices  on  each  of  these  copies  while
maintaining an accurate record of the location of each of these copies. Customer
will not otherwise copy,  translate,  modify, adapt,  decompile,  disassemble or
reverse engineer the Products,  except as and to the extent expressly authorized
by applicable law or with the prior approval of ISES.

4.   PAYMENT

Customer will pay to ISES the License Fee specified in the Product  Schedule and
by the date specified in the Product Schedule. The License Fee is based upon the
total number of seats that may access an in-flight  entertainment console on the
designated aircraft. Any increase in usage may be subject to additional charges.
All amounts  specified in the Product  Schedule are exclusive of any  applicable
use, sales,  service,  property or other taxes or contributions,  which Customer
will pay in addition to the amount due and payable.

5.   SHIPMENT

ISES will, at its own cost, ship the Products from its distribution  center to a
mutually  agreed  third  party in the United  States,  subject to delays  beyond
ISES's control.  Should  Customer desire shipment  outside of the United States,
then ISES will select the method of shipment for  Customer's  account and obtain
all  licenses  required  to export  the  Products  from the  country  of origin.
Customer shall pay or reimburse ISES for the cost of shipment of the Products to
the port of entry at  Customer's  country of domicile.  Customer will (i) obtain
all licenses required to import the Products into its country of domicile,  (ii)
clear the Products  through local  customs and (iii) pay all customs  duties and
other charges assessed on such  importations,  if applicable.  Risk of loss will
pass to Customer upon arrival of the Products at the port of entry in Customer's
country of domicile.

6.   MAINTENANCE AND SUPPORT

(a) Maintenance. During the warranty period specified in Section 7(a), ISES will
provide Customer or their designee,  at no additional charge, with the fixes and
updates  that  ISES  may  make  generally  available  as  part  of its  standard
maintenance  services  (the  "Updates").  ISES  will  provide  updates  for  the
remainder of the Term (as defined in Section  12(a))  after the Warranty  Period
(the "Maintenance Period") while this Agreement is in effect.

(b) "Hot-Line"  Support.  During the Warranty Period and any Maintenance  Period
ISES will provide Customer,  or their designee,  at no additional  charge,  with
advice,  consultation and assistance to use the Product and diagnose and correct
problems that Customer may encounter (the "Hot-Line  Support").  ISES will offer
the  Hot-Line   Support   remotely  by  telephone,   fax  or  other   electronic
communication during its normal business hours. Customer will bear all telephone
and other  expenses that it may incur in connection  with the Hot-Line  Support.
ISES may offer on-site  support to Customer at additional  charges as defined in
the Product Schedule.

(c) Limitation. The Updates, which mean bug fixes, modifications,  variations or
enhancements,  to the extent included in a patch or release of the Product which
ISES generally licenses as part of the Product,  will not include any upgrade or
new version of the Products that ISES decides,  in its sole discretion,  to make
generally  available to its  customer  base as a  separately  priced item.  This
Section  will not be  interpreted  to require  ISES to (i)  develop  and release
Enhancements or (ii) customize the  Enhancements to operate in conjunction  with
any Customer  Modification or otherwise satisfy Customers'  particular requests.
If an  Enhancement  replaces  the prior  version of the Product,  Customer  will
destroy such prior version upon installing the Enhancement.


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<PAGE>

7.   WARRANTIES AND REMEDIES

(a) Limited Warranty. ISES warrants that (i) the Software will conform to ISES's
published  specifications  in  effect  on the  date of  delivery,  and  (ii) the
Software   will  perform   substantially   as  described  in  the   accompanying
Documentation  for the earlier of one hundred eighty (180) days from the initial
installation  of  the  Product  on the  Delta  "test"  aircraft  or  upon  first
installation of the Delta approved Rockwell system on Delta aircraft  designated
for "commercial" use, and (iii) from the date of delivery of the Product by ISES
until  December 31, 2000, the Products will record,  store,  process and present
calendar dates falling on or after December 31, 1999 in the same manner and with
substantially the same functionality as such Products record, store, process and
present  calendar dates falling before  December 31, 1999,  (iv) it will perform
any maintenance and support services  pursuant to Section 6 with reasonable care
and skill.  Customer  acknowledges  that (i) the Products may not satisfy all of
Customer's  requirements,  (ii) the use of the Products may not be uninterrupted
or error-free  and (iii) this limited  warranty will be not apply in case of any
Customer  Modifications.  Customer further acknowledges that (i) the License Fee
and other  charges  contemplated  under this  Agreement are based on the limited
warranty, disclaimers and limitation of liability specified in Sections 7, 8 and
9 and (ii) such charges would be substantially higher if any of these provisions
were unenforceable.

(b)  Remedies.  In case of breach of warranty  or any other duty  related to the
quality  of the  Products,  ISES or its  representative  will,  at its own cost,
promptly correct or replace any defective Software or, if not practicable,  ISES
will accept the return of the defective  Software and refund to Customer (i) the
amount actually paid to ISES for the defective Software, less depreciation based
on a 5-year straight line  depreciation  schedule,  and (ii) a pro rata share of
any  maintenance  fees that  Customer  actually paid to ISES for the period that
such Software was not usable.  Customer  acknowledges  that this  Paragraph sets
forth  Customer's  exclusive  remedy,  and ISES's exclusive  liability,  for any
breach of warranty or other duty related to the quality of the Products.

(c) Limitations.  The warranty  provided in this Section 7 will not apply to the
extent  that the  breach of  warranty  or Product  defect is not  brought to the
attention of ISES during the applicable warranty period or arises as a result of
(i)  failure to  properly  install or use the  Product  in  accordance  with its
documentation,  (ii) failure of the operating  environment or hardware  failure,
(iii)  modification  of the  Products  other  than by ISES,  or their  designee,
without  prior  written  approval by ISES,  (iv) failure to promptly  install an
Update  provided  to the  Customer  or their  designee  by ISES that  would have
eliminated the defect,  (v) use of the Products with ambiguous date related data
or in a Year 2000 non-compliant operating environment or (vi) the combination of
the Products  with other items not  provided by ISES and/or  approved by Delta's
system integrator but only if the breach would not have occurred from use of the
Product  alone  with the  Designated  Hardware  existing  as of the date of this
Agreement.

(d) Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES,
CONDITIONS,  REPRESENTATIONS,  INDEMNITIES  AND  GUARANTEES  WITH RESPECT TO THE
PRODUCTS,  WHETHER  EXPRESS OR IMPLIED,  ARISING BY LAW,  CUSTOM,  PRIOR ORAL OR
WRITTEN STATEMENTS BY ISES, ITS AGENTS OR OTHERWISE (INCLUDING,  BUT NOT LIMITED
TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, SATISFACTORY
QUALITY AND NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

8.   INDEMNITY

(a) Indemnity.  If an action is brought against Customer claiming that a Product
infringes a presently issued U.S. patent,  or a copyright or trade secret,  ISES
will defend Customer at ISES's expense and,  subject to this Section and Section
9,  pay  the  damages  and  costs  finally  awarded  against   customer  in  the
infringement  action,  but only


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<PAGE>

if (i) Customer  notifies  ISES  promptly  upon learning that the claim might be
asserted,  (ii)  ISES has sole  control  over the  defense  of the claim and any
negotiation  for its settlement or compromise  and (iii) Customer  provides ISES
with full cooperation in the investigation, defense and settlement of such claim
as ISES may reasonably require,  providing that Customer shall be reimbursed all
of its reasonable out of pocket expenses incurred as a result.

(b) Alternative  Remedy. If a claim described in Section 8(a) may be or has been
asserted,  Customer  will permit  ISES,  at ISES's  option and  expense,  to (i)
procure  the right to continue  using the  Product,  (ii)  replace or modify the
Product to eliminate the infringement  while providing  functionally  equivalent
performance or only if the remedies specified in (i) and (ii) are unavailable to
ISES on commercially  reasonable  terms,  (iii) accept the return of the Product
and refund to Customer the amount  actually paid to ISES for such Product,  less
depreciation  based on a 5-year  straight-line  depreciation  schedule and a pro
rata share of any maintenance  fees that Customer  actually paid to ISES for the
period that such Product was not usable.

(c) Limitation.  ISES shall have no indemnity  obligation to Customer under this
Section if the infringement  claim results from (i) a correction or modification
of the Product not provided by ISES, such as a Customer  Modification,  (ii) the
failure to promptly  install an Update provided to Customer by ISES or (iii) the
combination  of the Product  with other items not  provided by ISES,  unless the
infringement would have occurred from use of the Product alone.

9.   NO CONSEQUENTIAL DAMAGES

UNDER  NO   CIRCUMSTANCES   WILL  ISES  OR  ITS  LICENSORS  BE  LIABLE  FOR  ANY
CONSEQUENTIAL,  INDIRECT,  SPECIAL,  PUNITIVE  OR  INCIDENTAL  DAMAGES  OR  LOST
PROFITS,  WHETHER  FORESEEABLE OR  UNFORESEEABLE,  BASED ON CUSTOMER'S CLAIMS OR
THOSE OF ITS PASSENGERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA,
GOODWILL,  USE  OF  MONEY  OR  USE  OF  THE  PRODUCTS,  INTERRUPTION  IN  USE OR
AVAILABILITY  OF DATA,  STOPPAGE OF OTHER WORK OR  IMPAIRMENT OF OTHER ASSETS OR
EQUIPMENT),  ARISING  OUT OF BREACH OR FAILURE  OF EXPRESS OR IMPLIED  WARRANTY,
BREACH OF CONTRACT,  MISREPRESENTATION,  NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE.  IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH ISES OR ITS LICENSORS
MAY INCUR IN ANY ACTION OR PROCEEDING  EXCEED THE TOTAL AMOUNT  ACTUALLY PAID BY
CUSTOMER FOR THE SPECIFIC PRODUCT THAT DIRECTLY CAUSED THE DAMAGE.  THIS SECTION
WILL NOT APPLY  ONLY WHEN AND TO THE EXTENT  THAT  APPLICABLE  LAW  SPECIFICALLY
REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.

10.  OWNERSHIP

All  trademarks,  service marks,  patents,  copyrights,  trade secrets and other
proprietary  rights  in or  related  to the  Products  are and will  remain  the
exclusive  property  of  ISES  or its  licensors,  whether  or not  specifically
recognized or perfected under applicable law.  Customer will not take any action
that  jeopardizes  ISES's or its  licensor's  proprietary  rights or acquire any
right in the  Products,  except the limited use rights  specified  in Section 3.
ISES or its licensor will own all rights in any copy, translation, modification,
adaptation or derivation of the Products, including any Customer Modification or
other  improvement  or  development  of the Products.  Customer will obtain,  at
ISES's reasonable request and expense,  the execution of any instrument that may
be  appropriate  to assign these rights to ISES or its designee or perfect these
rights in ISES's or its licensor's name.


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<PAGE>

11.  CONFIDENTIALITY

(a)  Confidentiality.   Customer  acknowledges  that  the  Products  incorporate
confidential and proprietary information developed or acquired by or licensed to
ISES. Customer will take all reasonable  precautions  necessary to safeguard the
confidentiality  of the  Products,  including  (i) those  taken by  Customer  to
protect Customer's own confidential information and (ii) those which ISES or its
authorized  representative  may reasonably  request from time to time.  Customer
will not allow the removal or defacement of any  confidentiality  or proprietary
notice placed on the Products. The placement of copyright notices on these items
will not constitute publication or otherwise impair their confidential nature.

(b) Disclosure. Customer will not disclose, in whole or in part, any item of the
Products that has been designated as  confidential to any individual,  entity or
other person,  except (i) to those of Customer's  employees or  consultants  who
require access for Customer's authorized use of the Products and agree to comply
with the use and  non-disclosure  restrictions  applicable to the Products under
this  Agreement.  Customer shall cause any employee or consultant who has access
to the source code of the Software to expressly acknowledge its confidential and
proprietary  nature.   Customer   acknowledges  that  any  unauthorized  use  or
disclosure of the Products may cause  irreparable  damage to ISES, its licensors
and ISES. If an unauthorized use or disclosure occurs, Customer will immediately
notify ISES and take, at Customer's expense, all steps which may be available to
recover  the  Products  and to  prevent  their  subsequent  unauthorized  use or
dissemination.

(c) Limitation. Customer will have no confidentiality obligation with respect to
any portion of the Products  that (i) Customer knew or  independently  developed
before  receiving the Products  under this  Agreement,  (ii)  Customer  lawfully
obtained from a third party under no confidentiality  obligation or (iii) became
available  to the  public  other  than as a  result  of any act or  omission  by
Customer or any of Customer's employees or consultants.

12.  TERM AND TERMINATION

(a) Term.  This agreement  will become  effective as of the date set forth below
and  continue in effect for an initial  term of 24 months (the  "Term"),  unless
otherwise  terminated  pursuant to Section  12(b) or by ninety (90) days written
notice from either  party.  The  agreement  may be  extended  for an  additional
term(s) upon sixty (60) days written  notice from  Customer and that is mutually
agreeable with ISES.

(b)  Termination   for  Cause.   Either  party  may  terminate  this  Agreement,
immediately   upon  notice  to  the  other   party  and   without   judicial  or
administrative  resolution, if the other party or any of its employees or agents
breach any term or condition  hereof and such breach is not cured within 45 days
after receipt of notice specifying the breach and demanding its cure;  provided,
however, that a cure period shall be applicable to a breach of Sections 10 or 11
only if such breach is, in the non-breaching party's opinion, reasonably capable
of cure.  This Agreement will  terminate  automatically  if either party becomes
insolvent  or  enters  into  bankruptcy,  suspension  of  payments,  moratorium,
reorganization  or any other proceeding that relates to insolvency or protection
of creditors' rights. Upon the termination of this Agreement for any reason, all
rights granted to Customer  hereunder will cease, and Customer will promptly (i)
purge the  Software and  Enhancements  from the  Designated  Hardware and all of
Customer's other computer  systems,  storage media and other files, (ii) destroy
the Products and all copies thereof and (iii) deliver to ISES a letter signed by
an officer of Customer  which  certifies  that  Customer has complied with these
termination obligations. Upon termination of this Agreement by Customer pursuant
to Section  12(c),  ISES shall  refund to Customer the  pro-rated  amount of the
then-paid  license  fee  or  maintenance  fee  for  the  remaining  term  of the
Agreement.  The  provisions  of  Sections  7, 8, 9, 10, and 11 will  survive the
termination of this Agreement.


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<PAGE>

13.  INSPECTION

During  the  term  of  this  Agreement,  ISES or its  representative  may,  upon
reasonable  prior  written  notice to  Customer,  inspect  the  files,  computer
processors, equipment, aircraft and facilities of Customer during normal working
hours to verify Customer's compliance with this Agreement. While conducting such
inspection,  ISES or its  representative  will be entitled to copy any item that
Customer may possess in violation of this Agreement.

14.  ASSIGNMENT

Customer shall not assign,  delegate or otherwise transfer this Agreement or any
of its rights or obligations hereunder without ISES's prior approval.

15.  EXPORT CONTROLS

Customer  acknowledges that the Products and all related technical  information,
documents  and materials are subject to export  controls  under the U.S.  Export
Administration  Regulations.  Customer  will (i) comply  strictly with all legal
requirements established under these controls, (ii) cooperate fully with ISES in
any official or unofficial  audit or inspection  that relates to these  controls
and (iii) not export, re-export, divert or transfer, directly or indirectly, any
such item or direct products thereof to Cuba, Iran,  Iraq,  Libya,  North Korea,
Sudan,  Syria or any  country  that is  embargoed  by  Executive  order,  unless
Customer  has  obtained  the prior  written  authorization  of ISES and the U.S.
Commerce  Department.  Upon  notice to  Customer,  ISES may modify  this list to
conform to changes in the U.S. Export Administration Regulations.

16.  MISCELLANEOUS

All notices or approvals  required or  permitted  under this  Agreement  must be
given in  writing.  Any waiver or  modification  of this  Agreement  will not be
effective  unless executed in writing and signed by the parties.  This Agreement
will bind the parties'  successors-in-interest.  This Agreement will be governed
by and interpreted in accordance with the laws of the State of Iowa,  U.S.A. The
parties hereby exclude  application of the U.N.  Convention on Contracts for the
International Sale of Goods from this Agreement and any transaction between them
related thereto. If any provision of this Agreement is held to be unenforceable,
in whole or in part,  such  holding  will not affect the  validity  of the other
provisions  of this  Agreement,  unless  either  party in good  faith  deems the
unenforceable  provision to be essential, in which case such party may terminate
this Agreement  effective  immediately upon notice to the other party. Any press
release or other public  statement  regarding this  Agreement  shall be mutually
agreed to between the  parties.  Either  party may use the  other's  name in its
advertising  collateral,  subject  to the prior  written  approval  of the other
party,  which shall not be  unreasonably  withheld or  delayed.  This  Agreement
constitutes   the  complete  and  entire   statement  of  all   conditions   and
representations  of the agreement  between ISES and Customer with respect to its
subject matter and supersedes all prior writings or understandings.

THIS AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED ON BEHALF OF BOTH PARTIES.

ISES Corporation                        Delta Air Lines, Inc.
--------------------------              -----------------------------
("ISES")                                ("Customer")

By:    /S/                              By:   /S/
     ----------------------                 -------------------------
          (Signature)                           (Signature)

Name:     Mark Malinak                  Name:  Valerie Nesbitt
     ----------------------                  ------------------------

Title:    V. P. Sales                   Title:  Manager - Corporate
                                                Offices Procurement
     ----------------------                  ------------------------

 Date:       4/26/00                    Date:          4/26/00
     ----------------------                 -------------------------


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<PAGE>


                                PRODUCT SCHEDULE



Software:           ISES Game Package of the following ten ISES games:

                    1.       Solitaire
                    2.       Blackjack
                    3.       Backgammon
                    4.       Trivia
                    5.       Twins Cafe Match game
                    6.       Hangman
                    7.       Othello
                    8.       Tetris(R)
                    9.       Zero G
                    10.      Crossword

Computer Platform:  Rockwell Collins TES Core D

Designated Hardware (S/N): Rockwell Collins TES

Per Seat License Fee (includes Maintenance): [Confidential Treatment has been
                                             requested for this  portion of this
                                             Exhibit]

================================================================================
                          AirSoft(TM) Travel Kit Games
================================================================================
           Aircraft Seat Quantity                   Seat / year 10 Games
------------------------------------------ -------------------------------------

                   1-3500                        [Confidential Treatment has
------------------------------------------ -------------------------------------

                 3501-4999                         been requested for this
------------------------------------------ -------------------------------------

                   5000+                          portion of this Exhibit]
------------------------------------------ -------------------------------------

------------------------------------------ -------------------------------------


Annual License Fee and Maintenance based on the [Confidential Treatment has been
requested  for this  portion of this  Exhibit]  seat  deployment:  [Confidential
Treatment  has  been   requested  for  this  portion  of  this  Exhibit]   Note:
[Confidential Treatment has been requested for this portion of this Exhibit]

On-site  Engineering Fees:  [Confidential  Treatment has been requested for this
portion of this Exhibit]

Payment  Terms:  [Confidential  Treatment has been requested for this portion of
this Exhibit]



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<PAGE>

Content  Updates are subject to  [Confidential  Treatment has been requested for
this  portion  of this  Exhibit].  Delta is  responsible  for all  [Confidential
Treatment has been requested for this portion of this Exhibit].

Custom Content Services:
            1. Background Graphics                      [Confidential Treatment
            2. Card back graphics                       has been requested
            3. Logo graphic on game start up screens    for this portion of
            4. Trivia package, 500 questions            this Exhibit]
            5. Crossword, 20 puzzles


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