Exhibit 10.1

                              CONSULTING AGREEMENT

THIS  AGREEMENT is made as of February 25, 1999,  between ISES  CORPORATION,  an
Iowa  corporation  with its principal  offices located at 2600 72nd Street,  Des
Moines, Iowa 50322, U.S.A.  ("Company"),  and Trivia Mania,  residing at 4527 NW
20th, Gainesville, FL 32605 U.S.A. ("Consultant").

1.   GENERAL

     Subject to this Agreement,  Company hereby hires Consultant, and Consultant
hereby  agrees,  to provide  the  research,  design,  development  and/or  other
consulting  services  described  in the  Project  Schedules  contemplated  under
Section  3(b)  (collectively,  the  "Services")  to Company  as its  independent
contractor.

2.   TERM

     This Agreement will become effective,  as of the date set forth above, upon
its  execution by Company and  Consultant  and will expire on December 31, 2001,
unless extended or terminated pursuant to Section 8.

3.   SERVICES

     a. Best  Efforts.  Consultant  will use its best  efforts  to  perform  all
Services  in a timely and  professional  manner  satisfactory  to Company and in
accordance with Company's  instructions.  Consultant will not subcontract any of
the Services to a third person without Company's prior authorization.

     b.  Projects  Schedules.  Company and  Consultant  will  execute a schedule
substantially  similar to Exhibit A (the "Project  Schedule") for each research,
design,   development   and/or  other  consulting  project  that  Company  wants
Consultant to undertake.  Company and  Consultant  acknowledge  that all Project
Schedules will form an integral part of this Agreement.

     c.  Location and Access.  Consultant  may perform the Services at Company's
premises,  Consultant's  premises  or  such  other  premises  that  Company  and
Consultant  may  deem  appropriate.  Company  will  permit  Consultant  to  have
reasonable access to Company's  premises,  personnel and computer  equipment for
the purposes of performing the Services at Company's premises.

     d.  Records  and  Reports.  Consultant  will keep  accurate  records of its
activities  under  each  Project  Schedule.  Company  may  periodically  request
activity reports by Consultant that will be provided to Company in writing.

     e.  Insurance.  Consultant  will be solely  responsible  for  obtaining and
maintaining  appropriate  insurance  coverage  for  its  activities  under  this
Agreement,  including,  but not  limited  to,  comprehensive  general  liability
(bodily  injury  and  property  damage)  insurance  and  professional  liability
insurance. At Company's request,  Consultant will provide Company with copies of
the certificates of insurance.

     f. Rights  Clearance.  Consultant will be solely  responsible for obtaining
all rights  clearances with respect to all  Deliverables  created or provided by
Consultant to Company in connection with this Agreement.

     g.  Non-Compete.  During the term of this  Agreement and for a period of 12
months thereafter, Consultant agrees not to market trivia questions or any other
content produced for Company, directly to Company's customers including, but not
limited to, passenger  airlines and consumer  electronic  manufacturers,  unless
Company otherwise agrees.


<PAGE>


4.   CONSIDERATION

     a. Project Fees. In consideration for performing the Services, Company will
pay Consultant  the fees that may be  contemplated  under the Project  Schedules
(the  "Project  Fees").   Consultant  acknowledges  that,  except  as  otherwise
contemplated  under  Section  4(b),  the  Project  Fees  constitute  the  entire
consideration  that  Consultant  will be entitled to receive for performing this
Agreement.

     b. Payment.  Company will pay the Project Fees to  Consultant  according to
the applicable terms set forth in the Project Schedule.

     c. Taxes.  Consultant  will be solely  responsible  for complying  with all
federal,  state, local and other tax laws and regulations applicable to payments
received from Company under this Agreement.

5.   OWNERSHIP

     Consultant  acknowledges  that  Company  will own all  rights in any ideas,
concepts,  inventions and techniques  that Consultant may conceive or develop in
connection with the Services. Consultant hereby assigns to Company all worldwide
patents and patent rights, copyrights, trade secrets or other proprietary rights
in any work  product  that  Consultant  may  create  under this  Agreement  (the
"Deliverables").  During and after the term of this  Agreement,  Consultant will
execute the instruments that Company may reasonably request from time to time to
give full legal effect to this Section 5.

6.   WARRANTY

     Consultant  represents  and warrants that (i) Consultant has the knowledge,
experience  and skill to  provide  the  Services  in a  professional  and timely
manner,  (ii) the Deliverables will conform to the  specifications  contemplated
under the Project  Schedules  and (iii) the Services and  Deliverables  will not
infringe any patent,  copyright,  trade secret or other proprietary right of any
third person, including, without limitation,  rights of privacy and personality.
Consultant  will indemnify  Company  against all damages,  losses,  liability or
expense  that  Company  may  suffer or incur as the result of any breach of this
Section 6.

7.   CONFIDENTIALITY

     a. Information. Consultant acknowledges that (i) Consultant may have access
to certain of Company's  confidential and proprietary  information in connection
with this Agreement and (ii) the Deliverables  will constitute  confidential and
proprietary information of Company (collectively, the "Information"). Consultant
will take all reasonable  precautions necessary to safeguard the confidentiality
of the  Information,  including  (i) those  required  under this Section 7, (ii)
those taken by Consultant to protect its own confidential  information and (iii)
those which Company may reasonably request from time to time.

     b. Use and  Disclosure.  Consultant  will  use the  Information  solely  to
perform the Services  under this  Agreement.  Consultant  will not disclose,  in
whole or in part,  the  Information  or  Deliverables  to any person,  except to
Company  and  its   designees.   Consultant   will  not  remove  or  deface  any
confidentiality  or proprietary notice that Company may have affixed to items of
Information  disclosed to Consultant.  Consultant will affix appropriate notices
to  all  Deliverables   that  identify  the  Deliverables  as  confidential  and
proprietary information of Company.

     c.  Unauthorized  Use or  Disclosure.  The  parties  acknowledge  that  any
unauthorized  use or disclosure of the Information or Deliverables by Consultant
will cause irreparable  damage to Company.  If an unauthorized use or disclosure
occurs,  Consultant will take, at its expense,  all steps which are necessary to
recover  the   Information  or   Deliverable   and  to  prevent  its  subsequent
unauthorized  use or  dissemination,  including  availing  itself of actions for
seizure and  injunctive


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<PAGE>

relief. If Consultant fails to take these steps in a timely and adequate manner,
Company may take them at Consultant's expense.

     d.  Limitation.  Consultant  will have no  confidentiality  obligation with
respect to any  portion of the  Information  that (i)  Consultant  independently
developed  before  receiving  the  Information  from  Company,  (ii)  Consultant
lawfully obtained from a third party under no obligation of  confidentiality  or
(iii)  became  available  to the  public  other  than as a  result  of an act or
omission of Consultant.

8.   EXTENSION AND TERMINATION

     a. Extension.  Company and Consultant may extend the term of this Agreement
by mutual written  agreement.  In addition,  Company may extend the term of this
Agreement by notifying  Consultant of such intention at least 30 days before the
then-current expiration date.

     b. Termination for Cause. Company may terminate this Agreement  immediately
upon notice to Consultant, without judicial or arbitral notice or resolution and
without prejudice to any other remedies,  if (i) Consultant  breaches any of its
obligations hereunder and fails to remedy such breach to Company's  satisfaction
within  10 days  after  Company  demands  its  cure or (ii)  Consultant  becomes
insolvent  or  bankrupt,  assigns all or a  substantial  part of its business or
assets for the benefit of creditors,  permits the  appointment of a receiver for
its  business or assets,  becomes  subject to any legal  proceeding  relating to
insolvency,  reorganization  or the protection of creditors' rights or otherwise
ceases to conduct business in the normal course.

     c. Termination for Convenience.  Either party may terminate this Agreement,
without  judicial or arbitral  notice or  resolution  and without  alleging just
cause,  as of the end of any calendar month by the other party at least 30 days'
prior notice of termination.

     d. Forfeiture.  Termination by Consultant not due to Company's default,  or
by Company as a result of Consultant's default,  shall result in a forfeiture of
any or all deliverables by Consultant to Company under this Agreement.

9.   CONSEQUENCES OF EXPIRATION OR TERMINATION

     a. Delivery of Items.  Upon the expiration or termination of this Agreement
for any reason,  Company  will  promptly  pay  Consultant  the Project  Fees and
Reimbursable  Expenses  that may be due and  outstanding,  and  Consultant  will
immediately deliver to Company (i) all notebooks,  documentation and other items
that contain, in whole or in part, the Information or Deliverables,  and (ii) an
affidavit  executed by Consultant  stating that  Consultant has not retained any
such items.

     b.  Pending  Project  Schedules.  At  Company's  request,  Consultant  will
continue work under any Project  Schedule  that may remain  unfinished as of the
expiration  or  termination  of  this  Agreement.   Under  such   circumstances,
Consultant  will be entitled  to retain the  notebooks,  documentation  or other
items that Company may deem appropriate to complete the Project  Schedule.  Upon
completing  the  Project  Schedule,  Consultant  will  deliver all such items to
Company in accordance with Section 9(a).

     c. Disclaimer.  Upon the expiration of this Agreement or its termination in
accordance with Section 8(b) or 8(c), Consultant will not be entitled to receive
any payment or  compensation  for actual,  consequential,  indirect,  special or
incidental  damages,  costs or expenses,  whether  foreseeable or  unforeseeable
(including  loss of profits,  investments or good will) or Company's  subsequent
use of the Deliverables.

     d. Survival.  The provisions of Sections 3(f), 3(g), 5, 6, 7, 9 and 15 will
survive the expiration of this Agreement or its termination for any reason.


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<PAGE>


10.  INDEPENDENT PARTIES

     Company and Consultant are independent  parties.  Nothing in this Agreement
will be construed to make Consultant an agent, employee, joint venturer, partner
or legal  representative of Company.  Consultant will neither have nor represent
itself to have any authority to bind Company to any obligation.

11.  NOTICES

     Any notice or approval  required or permitted  under this Agreement will be
given in writing and will be sent by telefax,  courier or mail, postage prepaid,
to the address specified below or to any other address that may be designated by
prior  notice.  Any notice or approval  delivered by telefax  (with answer back)
will be deemed to have been received the day it is sent.  Any notice or approval
sent by courier will be deemed  received one day after its date of posting.  Any
notice or approval  sent by mail will be deemed to have been received on the 5th
business day after its date of posting.


                                 If to Company:

                                 ISES CORPORATION
                                 2600 72nd Street
                                 Des Moines, Iowa 50322
                                 U.S.A
                                 Attn: Steve Johnson
                                 Telephone: (515) 331-0560
                                 Telefax: (515) 331-3901

                                 Email: steve@ises-amp.com


                                 If to Consultant:

                                 Trivia Mania
                                 4527 NW 20th
                                 Gainesville, FL 32605
                                 U.S.A.
                                 Attn: Mike Dupee or Zana Holley
                                 Telephone: 352-335-2257
                                 Telefax: 352-336-8305

                                 Email: tikha@gator.net

12.  ASSIGNMENT

     Consultant may not assign, delegate or otherwise transfer this Agreement or
any of its rights or obligations hereunder without Company's prior approval. Any
attempt to do so without  Company's  approval  will be void.  Company may assign
this  Agreement or any of its rights or  obligations  hereunder,  upon notice to
Consultant,  to a  related  or  unrelated  person  in  connection  with a  sale,
consolidation  or other  reorganization  of Company's  business,  in whole or in
part.



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<PAGE>


13.  WAIVER, AMENDMENT OR MODIFICATION

     Any  waiver,  amendment  or other  modification  of this  Agreement  or its
Exhibits will not be effective unless in writing and signed by the party against
whom enforcement is sought.

14.  SEVERABILITY

     If any  provision  of this  Agreement  is held  to be  unenforceable,  this
holding will not affect the validity of the other  provisions of this Agreement,
unless  Company  deems  the  unenforceable  provision  to be  essential  to this
Agreement,  in which  case  Company  may  terminate  this  Agreement,  effective
immediately upon notice to Consultant.

15.  GOVERNING LAW

     This Agreement will be governed by and  interpreted in accordance  with the
laws of the State of Iowa,  U.S.A.  Any controversy or dispute will be submitted
to the  state  or  federal  courts  for  Polk  County,  Iowa,  U.S.A.,  to whose
jurisdiction the parties hereby submit themselves.

16.  ENTIRE AGREEMENT

     This  Agreement  and its Exhibits  constitute  the  complete and  exclusive
statement of the terms,  conditions and representations of the agreement between
Company  and  Consultant  with  respect to the  Services  and  Deliverables  and
supersedes all other  agreements with respect to the subject matter hereof.  Any
research,  design,  development and/or other consulting services that Consultant
may have  performed for Company or its related  parties  before the execution of
this Agreement will be governed by the terms hereof.

     IN WITNESS WHEREOF,  Consultant executes this Agreement, and Company causes
this  Agreement  to be executed by its duly  authorized  representative,  on the
dates specified below.

ISES Corporation                            Trivia Mania
("Company")                                 ("Consultant")


By: /s/                                     By: /s/

Name: Steven L. Johnson                     Name:  Michael Dupee

Title: VP of MKTG                           Title:  Owner

Date: 3-15-99                               Date:   3-7-99


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<PAGE>


                                    EXHIBIT A

                                Project Schedule


     THIS  PROJECT  SCHEDULE is made as of February  ____,  1999,  between  ISES
Corporation ("Company"), and Trivia Mania, Inc. ("Consultant"),  pursuant to the
Consulting  Agreement that Company and Consultant  executed as of February ____,
1999, and of which this Project Schedule forms an integral part.

1.   Objective:

     Consultant  is  to  research   factual   trivia   information   and  create
entertaining  questions  and answers to be  delivered to ISES  Corporation.  The
trivia  questions  and answers are to target a mass  consumer  audience of mixed
gender, age and nationality.

2.   Methodology:

     ISES  has  defined  subject  categories  and the  corresponding  number  of
questions per subject that  Consultant is to create and deliver.  The Consultant
is responsible  for assuring that the questions and answers have correct English
spelling and correct English grammar.

3.   Deliverables:

     Consultant will provide [Confidential treatment has been requested for this
portion of this Exhibit] sets of questions with to  ISES[Confidential  treatment
has been requested for this portion of this  Exhibit].  The questions will cover
six topics  identified below with  corresponding  number of questions per topic.
Consultant will supply five (5) answers per question.  Up to 5% of the questions
can be True/False requiring only two answers per question.

                                                      Delivery          Delivery
     Subject                    Question Type            #1                #2
     ------------------------------------------------------------------------

     History
                                [Confidential treatment has been requested

     Sports
                                for this portion of this Exhibit]

     Culture


     Science and Technology

     Entertainment


     Geography

     Totals


     Topic examples per subject:

     History:  Politics,  human  interest,  education,  business,   exploration,
     weather

     Sports: Soccer, rugby, Olympics,  chess,  basketball,  football,  baseball,
     hockey, golf, etc.

     Lifestyles: Language, names, food, religion, festivals

     Science  and  Technology:  Computers,   mathematics,   chemistry,  physics,
     consumer electronics, etc.


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<PAGE>


     Entertainment: Music, movies, theatre, games

     Geography: Mountains, deserts, bodies of water, cities, etc.

     Questions and answers are to be delivered as an attached  Microsoft Word 95
or 97 file  attached  via  Email  to the  ISES  contact.  One  hard  copy of the
questions is also to be provided via Fax, post or courier on the delivery date.

4.   Schedule:

     Each  [Confidential  treatment has been  requested for this portion of this
Exhibit]  question  set  deliverable  will be supplied to ISES on the  following
dates:

     1st Question set: March 1, 1999 by 10 AM CST

     2nd Question set: March 15, 1999 by 10 AM CST

5.   Acceptance Criteria:

     Deliverables must comply with the definitions of Section 1, 2 and 3 of this
Exhibit A. ISES reserves the right to reject any trivia question on the basis of
suitability  to  ISES  target  audience.  ISES  will  notify  Consultant  on any
rejection and Consultant will be allowed 5 business days to submit  replacements
for any rejected  questions.  ISES will inform Content  Supplier within one week
from the time it receives each question set on acceptance.

6.   Project Fees and Payment Terms:

     [Confidential  treatment  has  been  requested  for  this  portion  of this
Exhibit]


IN WITNESS  WHEREOF,  Company and Consultant  cause this Project  Schedule to be
duly executed below.


ISES Corporation                            Trivia Mania, Inc.
("Company")                                 ("Consultant")


By: /s/                                     By: /s/

Name:  Steven L. Johnson                    Name:  Michael Dupee

Title:  VP of MKTG                          Title:  Owner

Date:  3-15-99                              Date:   3-7-99


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<PAGE>

EXHIBIT B                       Project Schedule


     THIS  PROJECT  SCHEDULE  is made  as of  October  25,  1999,  between  ISES
Corporation ("Company"), and Trivia Mania, Inc. ("Consultant"),  pursuant to the
Consulting  Agreement  that Company and  Consultant  executed as of February 25,
1999, and of which this Project Schedule forms an integral part.

1.   Objective:

     Content Provider is to translate trivia questions supplied to ISES on March
     15,  1999 as well as to  translate  game help  files as  provided  by ISES.
     Content  Provider  is to  provide  questions  and help text in the  French,
     German, Spanish and Portuguese language.

2.   Deliverables:

     Content  Provider will provide  [Confidential  treatment has been requested
     for this portion of this Exhibit] sets of questions and answers  translated
     in the four languages. Content Provider will provide 10 game help texts and
     game language screen languages translated in the four languages.

     Questions  and answers are to be delivered  via Email to the ISES  contact.
     The text shall be delivered in a ASCII text file.

3.   Schedule:

     All four  [Confidential  treatment  has been  requested for this portion of
     this Exhibit] question sets (French,  Spanish, German and Portuguese) shall
     be supplied to ISES on November 8, 1999 by 9 AM CST.

4.   Acceptance Criteria:

     Content must comply with the content scope,  definitions and topics defined
     Sections  1  of  this   Agreement.   ISES  reserves  the  right  to  reject
     translations  on accuracy  and on the basis of  suitability  to ISES target
     customers.  ISES will notify Content Provider on all rejections and Content
     Provider  will be  allowed  5  business  days to  submit  replacements  for
     rejected translations.

5.   Project Fees and Payment Terms:

     ISES will pay Content Provider the following for translations into the four
     languages:

     [Confidential  treatment  has  been  requested  for  this  portion  of this
     Exhibit]

     ISES  will  notify  Content  Supplier  within  one  week  on  rejection  or
acceptance of the translations.

IN WITNESS  WHEREOF,  Company and Consultant  cause this Project  Schedule to be
duly executed below.

ISES Corporation                         Trivia Mania, Inc.
("Company")                              ("Consultant")

By: /s/                                  By: /s/

Name:  Rick Grewell                      Name:  Michael Dupee

Title:  President                        Title:  President, Trivia Mania

Date:  10/25/99                          Date:  10/25/99


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