Exhibit 10.7

                           Lonely Planet Publications

                            CONTENT LICENSE AGREEMENT

                                     BETWEEN
                      Lonely Planet Publications Pty. Ltd,
                 192 Burwood Rd., Hawthorn, Vic. 3122, AUSTRALIA

                                 (LONELY PLANET)

                                       and

                                ISES Corporation
                                2600 72nd Street
                             Des Moines, Iowa 50322
                            United States of America

                                 (the LICENSEE)


AGREEMENT

This  agreement is dated  November 15, 1999 and is between LONELY PLANET and the
LICENSEE.

Recitals

The  LICENSEE  seeks  permission  to reproduce  literary  and artistic  works in
respect of which LONELY  PLANET is the  copyright  owner or exclusive  licensee,
details of which are contained in Schedule A ("the Works"), for inclusion in the
LICENSEE'S software products for digital Inflight Entertainment systems, details
of which  are  contained  in  Schedule  B ("the  Services"),  on the  terms  and
conditions set out hereunder.

LONELY PLANET and the LICENSEE agree as follows:

1.   Grant of Rights

1.1.  LONELY PLANET hereby grants to the LICENSEE the  world-wide  right for the
term of this Agreement to reproduce,  transmit, distribute and display the Works
in English or other  languages  as may be  required,  and as can be  produced by
LONELY  PLANET,  as part of the  Services  for  digital  Inflight  Entertainment
systems. Save as expressly provided, the LICENSEE agrees to make no other use of
the Works.  [Confidential  treatment has been requested for this portion of this
Exhibit]

1.2  LONELY  PLANET  reserves  the  right to  withdraw  use of the  Works on the
Services, where the Services contains content which in the reasonable opinion of
LONELY PLANET may be damaging to the standing or  reputation  of LONELY  PLANET.
The LICENSEE  shall  consult with LONELY

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PLANET  prior to the use of the Works on the Services in a way that the LICENSEE
ought reasonably apprehend may be contrary to the terms of this clause.

1.3 LONELY  PLANET will  provide to the  LICENSEE  the Works (and updates of the
Works) in a form and format,  and according to a time  schedule,  as the parties
shall agree  upon.  LONELY  PLANET will use its best  efforts to ensure that the
Works are accurate and up to date.

1.4 The LICENSEE may not make any alteration to the content of the Works without
consultation with LONELY PLANET prior to publication. The LICENSEE shall correct
any errors in the version of the Works as used on the Services,  as requested by
LONELY PLANET.

1.5 The LICENSEE may only make use of the LONELY PLANET trade marks  referred to
in Schedule C ("the  LONELY  PLANET trade  marks").  Whenever use is made of the
LONELY  PLANET trade marks outside of the Works,  the LICENSEE  shall obtain the
express  approval of LONELY  PLANET with  respect to the  presentation  of pages
bearing the LONELY PLANET trade marks.

1.6 The LICENSEE shall clearly identify all of the text part of the Works with a
copyright notice to include - "(C)1999 Lonely Planet  Publications Pty. Ltd. All
rights reserved".

1.7 The licensee  shall  clearly  identify all of the  photographic  part of the
Works with a  copyright  notice to include - "(C)The  name of the  photographer.
Lonely Planet Images".

1.8 Save as referred to in clause 1.9 herein,  LONELY PLANET warrants that it is
entitled to grant the rights  herein in the Works,  and hereby  indemnifies  the
LICENSEE for any damage arising from any breach of such warranty, save that such
warranty will be  automatically  deemed void in the event of the LICENSEE making
use of the Works in any manner contrary to the terms of this Agreement.

1.9 In respect of any readers' feedback included in the Works, and identified as
such by LONELY PLANET,  LONELY PLANET  warrants only that it believes that it is
entitled  to grant  the  rights  in the  Works  granted  herein.  LONELY  PLANET
otherwise makes no warranty or  representation  of any kind with respect to such
readers' feedback.

2.0 The parties  disclaim  and hereby waive any moral rights to which they might
otherwise  be  entitled  with  respect  to the  publication  of the Works on the
Services.

2. LICENSEE Obligations

2.1 The LICENSEE shall ensure that the Works are published on the Services,  and
are available to airlines  deploying  digital  in-flight  entertainment  systems
supported by LICENSEE, during the full term of this Agreement, and that airlines
are able to access the Works  under  LICENSEE's  standard  commercial  terms and
conditions

2.2 The LICENSEE  undertakes to maintain the  operation of the Services,  and to
inform LONELY  PLANET in the event that Licensee  ceases to provide the Works on
the Services to airlines.


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<PAGE>


2.3 The LICENSEE shall  promptly  inform LONELY PLANET of any claims made of any
description  concerning  the accuracy or  publication  of the Works or any other
claim of legal liability concerning the Works.

2.4 The LICENSEE agrees to comply with all reasonable requests of LONELY PLANET,
arising from any claims of legal liability,  concerning the continued use of the
Works,  including  withdrawing the Works,  or any part thereof,  from use on the
Services.

2.5 The LICENSEE agrees to promote the use of the Works by it on the Services by
making prominent  reference to the Works and the LONELY PLANET name and logo (in
a form to be agreed) on the Services.

2.6 The LICENSEE  shall publish any  disclaimer  required by LONELY PLANET to be
published in conjunction with the Works on the Services.

3.   Marketing and Promotions

3.1 The LICENSEE  will have the sole right to sell  advertising  in  conjunction
with the use of the Works on the Services,  subject to the  provisions of clause
1.2 herein.

3.2 Both parties  agree that all  copyright,  logos,  trade  marks,  symbols and
corporate  identifiers  (collectively,  "Intellectual  Property  Rights") of the
other party shall remain the  exclusive  property of that party.  Neither  party
shall  take any  action  or make any claim or use of the  Intellectual  Property
Rights which infringes,  jeopardizes,  undermines or reduces the value of, or in
any way dilutes or is contrary to the proper  management  and/or  protection of,
the other party's ownership of its own Intellectual Property Rights.

4. Payment Terms

4.1. The LICENSEE  agrees to make the following  payments to LONELY PLANET after
LICENSEE  distributes  the Works to an airline  for use with a digital  Inflight
Entertainment system:

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

Payment  amounts are in U.S.  Dollars and will be paid at the end of the quarter
following airline deployment of the Works. Payments by LICENSEE to LONELY PLANET
shall not exceed [Confidential  treatment has been requested for this portion of
this Exhibit] per year.

4.2  The  LICENSEE  shall  be  responsible  for all  taxes  or  payments  to any
government  agencies  of  any  description  due in  respect  of  remitting  such
royalties  to LONELY  PLANET,  the cost of such taxes or payments to be borne by
the LICENSEE.

4.3 The LICENSEE  shall maintain  accurate  records of all revenues and payments
due in connection  with the  performance of this Agreement for a period not less
than two (2) years  following the expiration


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<PAGE>


or termination of this  Agreement.  Upon thirty (30) days prior written  notice,
LONELY  PLANET  shall  have the right  once each  calendar  quarter,  at its own
expense and during normal  business  hours, to inspect and audit the portions of
the  books  and  records  of the  LICENSEE  which are  relevant  to  verify  the
performance of the LICENSEE pursuant to this Agreement.  If the audit reveals an
underpayment in excess of ten (10) percent, the commercially  reasonable cost of
the audit shall be borne entirely by the LICENSEE, and paid on demand.

5. Term and Termination

5.1 This  Agreement  shall be for a term of three years,  unless  terminated  by
either  party in  accordance  with the terms  herein.  This  agreement  shall be
exclusive  for the first year of the term and  non-exclusive  for the  remaining
years unless otherwise agreed to in writing by both parties.

5.2 Save as provided in clauses 5.4,  either party may terminate  this Agreement
upon  thirty  (30) days prior  written  notice to the other  party if such other
party breaches any material term of this Agreement,  unless such breach is cured
within such thirty (30) day period.

5.3 This  Agreement  shall  automatically  terminate upon an order being made to
wind up or liquidate the LICENSEE, or appointing a receiver or administrator for
the LICENSEE,  or otherwise  declaring the LICENSEE to be bankrupt or insolvent,
or upon the LICENSEE applying for the voluntary winding up or liquidation of the
LICENSEE  or  otherwise  to be  declared  bankrupt  or  insolvent,  or  for  the
appointment of a receiver or administrator for the LICENSEE.

5.4 Upon  termination  or  expiration  of this  Agreement for any reason (i) the
LICENSEE shall  immediately pay to LONELY PLANET the full amount of all sums due
under  this  Agreement  (including  royalties  calculated  up  to  the  date  of
termination);   (ii)  the  LICENSEE  shall  immediately  cease  making  any  use
whatsoever of the Works,  LONELY  PLANET trade marks and any other  Intellectual
Property Rights of LONELY PLANET; (iii) the LICENSEE shall delete or destroy all
LONELY PLANET pages and all data and files  relating  thereto from its files and
records, including all copies of the Works, whether in print or electronic form;
(iv) the parties shall remove all special links made from their  respective  web
sites to the web site of the other party.

6. Liability

6.1. Save in respect of clause 1.8 herein,  LONELY PLANET shall not be liable to
the  LICENSEE  for any  damage  of any  description  whatsoever,  including  any
consequential,  special or indirect damages,  occasioned in any way by reason of
the  publication  of the Works by the LICENSEE or other  parties or otherwise by
reason of the terms of this Agreement.

6.2 If an action is brought against LICENSEE claiming that the Works infringes a
presently  issued  patent,  or a copyright or trade  secret,  LONELY PLANET will
defend LICENSEE at LONELY PLANET's expense and, subject to this Section, pay the
damages and costs finally awarded against LICENSEE in the  infringement  action,
but only if (i) LICENSEE  notifies LONELY PLANET promptly upon learning that the
claim might be asserted, (ii) LONELY PLANET has sole control over the defense of
the  claim  and any  negotiation  for its  settlement  or  compromise  and (iii)
LICENSEE  provides  LONELY PLANET with full  cooperation  in the  investigation,
defense and  settlement of such claim as

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LONELY  PLANET  may  reasonably  require,   providing  that  LICENSEE  shall  be
reimbursed all of its reasonable out of pocket expenses incurred as a result.

7. Disclaimer of Warranty

7.1. Save for clause 1.8 herein, both parties expressly disclaim any warranties,
express or implied,  including  without  limitation  any implied  warranties  of
merchantability and fitness for intended use.

8. Confidentiality

8.1. The terms and conditions of this Agreement  shall be kept  confidential  by
LONELY PLANET and the LICENSEE and shall not be disclosed to any third party.

9. Miscellaneous

9.1. The  relationship  between the  LICENSEE and LONELY  PLANET will be that of
independent  contractors,  and none of the parties  nor any of their  respective
officers,  agents or  employees  will be held or  construed  by the  LICENSEE or
LONELY PLANET to be partners, joint venturers, fiduciaries,  employees or agents
of the other.

9.2. The parties hereto agree that the law applicable to this Agreement shall be
the law in force in the State of New York, United States of America for the time
being unless otherwise  expressly  agreed. If any difference shall arise between
the LICENSEE and LONELY  PLANET in relation to the  interpretation  of or in any
way touching the meaning of this  Agreement or the rights or  liabilities of the
parties hereto, the same shall be referred to arbitration in accordance with the
Commercial  Arbitration Act or other law applicable to such arbitration in force
for the time being in the State of New York, United States of America.

9.3. Neither party may transfer in any way the rights granted herein,  including
grant any  assignment  or license in respect of such  rights,  without the prior
written consent of the other party, which shall not be unreasonably withheld.

9.4 This Agreement contains the entire agreement between the parties relating to
the subject matter hereof, and supersedes any previous agreement concerning such
subject matter between the parties, including any oral agreement, and may not be
amended or modified except in writing as mutually agreed by the parties.

9.5 If any provision of this  Agreement is held  unenforceable,  such  provision
shall be deleted only to the extent  necessary to make it  enforceable,  and the
other provisions of this Agreement will remain in full force and effect.

9.6 The Schedules to this  Agreement are  incorporated  into this  Agreement and
form a part of the Agreement.

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<PAGE>


9.7 No waiver of a breach of any  provision  of this  Agreement  by either party
shall  constitute  a waiver  of any  subsequent  breach of the same or any other
provision  hereof,  and no waiver shall be effective  unless made in writing and
signed by a duly authorized representative of the waiving party.

9.8 All notices required to be given hereunder shall be given by certified mail,
and addressed to the attention of the below-mentioned persons.

In witness whereof,  the LICENSEE and LONELY PLANET have executed this Agreement
as of the date first written above.

LONELY PLANET PUBLICATIONS PTY. LTD.        THE LICENSEE


By: /s/                                      By: /s/

Name:  Virginie Boone                        Name: Dean Grewell
Title: Web Publishing Manager                Title: President



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<PAGE>


                                    SCHEDULES


SCHEDULE A

Details of the Works

SCHEDULE B

Details of LICENSEE Services

SCHEDULE C

LONELY PLANET Trade Marks




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<PAGE>


                                    SCHEDULES


                                   SCHEDULE A


                              Details of the Works


Lonely Planet  destination  profiles,  including text, maps and, when available,
photographs  or any other Lonely  Planet  mutually  agreed upon by both parties.
Text shall be supplied as SGML files, photographs as jpgs, and maps as gif files
or other formats deemed necessary by both parties.




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<PAGE>


                                   SCHEDULE B


                          Details of LICENSEE Services

Destination  software of the Airsoft(TM) Travel Kit for in-flight  entertainment
systems.


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                                   SCHEDULE C

                            LONELY PLANET Trade Marks


The Lonely  Planet  content will reside on a co-branded  page which will contain
the logos of both LICENSEE and LONELY PLANET in equal prominence


Lonely Planet

                                     Lonely Planet logos:








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