Exhibit 10.3

                                LICENSE AGREEMENT


     This   Agreement  is  made  and  entered  into  as  of  November  2,  1999,
("Commencement  Date") by and between CANAL+, a French societe anonyme organized
under the laws of  France,  whose  registered  office is at  85/89,  Quai  Andre
Citroen, France, ("CANAL+")

and

     ISES  Corporation,  an Iowa based company organized under the laws of Iowa,
USA, whose registered office is at 2600 72nd St., Suite C, Des Moines, IA 50322,
U.S.A., "Customer"),

collectively referred as the "Parties".

     WHEREAS,   CANAL+  has  developed  a  digital   interactive   TV  operating
environment and products called STUDIO + to provide application  developers with
means to offer  applications  on digital  interactive  TV  networks  licensed by
CANAL+ under the MEDIAHIGHWAY  technology,  such applications  using the JAVA(1)
programming language, and

     WHEREAS, Customer as an application developer desires a license to make use
of certain software of CANAL+,  desires to purchase from CANAL+ certain hardware
decoder with embedded  specific  debugging  software as well as an STB simulator
(hereafter  "Hardware"),  and desires to receive from CANAL+  technical  support
associated to the software.

     Based on the foregoing and for the consideration stated herein, the Parties
agree as follows:

ARTICLE 1 - DEFINITIONS

1.1. "Designated  Site" means Customers  location  specified in Exhibit A, which
     shall be the location of the designated Licenses Software.

1.2. "Designated Equipment" means the minimum hardware  configuration  specified
     in  Exhibit  A onto  which  the  Licenses  Software  will be  installed  by
     Customer.

1.3. "Licensed  Software" means the beta version software specified in Exhibit A
     currently available on DAT or CDROM,  installed on the Designated Equipment
     and its documentation.

1.4. "Deliverables"  means the  Hardware as  containing  the  embedded  specific
     debugging  software and Licensed Software  specified in Exhibit A which are
     provided by CANAL+ to Customer.



----------
(1)  JAVA is a registered trademark of SUN MICROSYSTEMS INC.



<PAGE>

1.5. "Licensed  Operator"  means these  operators  duly licensed by CANAL+ under
     CANAL+ interactive technology called MEDIAHIGHWAY.

1.6. "Update" means a modification of the Licensed Software that:

     (i)  improves the manner in which the Licensed  Software  performs existing
          functions; or

     (ii) corrects defects in the Licenses Software.

1.7. "Upgrades"  means a modification of the Licenses  Software that enables the
     Licenses  Software to provide services or functions it could not previously
     provide.

ARTICLE 2 - LICENSE AND PURCHASE

2.1. The Hardware included in STUDIO + is sold to Customer, and Customer may use
     or dispose of it as it sees fit.  The  Licensed  Software  is  licensed  to
     Customer subject to the terms hereof.

     The prices  related to the Hardware  and to the  Licenses  Software are set
     forth in Exhibit B.

2.2. CANAL+ reserves the right to change the prices stated in Exhibit B. In that
     case, these changes will not affect material and software already purchased
     or licensed.  These changes shall solely affect any add-ons Deliverables to
     the Exhibit A or any new license agreement between Customer and CANAL+.

ARTICLE 3 - GRANT OF LICENSE

3.1. Subject  to the  conditions  herein,  CANAL+  hereby  grants to  Customer a
     non-transferable,  non-exclusive,  limited  license  to  use  the  Licensed
     Software in machine readable form only on the Designated  Equipment,  or in
     an  embedded  form  in the  Hardware,  at the  Designated  Site  to  create
     interactive  applications  to be offered  by  Customer  solely to  Licensed
     Operators.  No license is granted for use of the Licenses Software on other
     equipment or hardware than the Designated Equipment or Hardware, or for any
     other purpose. No license,  right or interest in any trademark,  trade name
     or  service  mark of CANAL+ or any third  party  from whom  CANAL+ may have
     acquired license rights is granted under this Agreement.

3.2. This Agreement, the Licensed Software and any other information provided by
     CANAL+ to Customer and any licenses and rights granted  hereunder,  may not
     be sold, leased, copied, assigned, sublicensed or otherwise transferred, in
     whole or in part, by Customer.

3.3. Customer  shall not alter,  modify,  or adapt the Licensed  Software or the
     software   embedded  in  the  Hardware,   including  but  not  limited  to,
     translating, decompiling, disassembling, or creating derivative works.


                                     - 2 -
<PAGE>



3.4. Customer  recognizes  and agrees that the  applications  developed from the
     Licensed  Software have to be validated by the Licensed  Operator  prior to
     any broadcast.

ARTICLE 4 - DELIVERY, INSTALLATION AND RISK OF LOSS

4.1. CANAL+ shall deliver the  Deliverables  directly to Customer or to a common
     carrier,  FOB the  CANAL+  office.  CANAL+  assumes  all risks of losses or
     damage until delivery of the  Deliverables to Customer or a common carrier,
     whichever shall occur first.

4.2. Customer  shall be solely  responsible  for  installation  of the  Licensed
     Software at the  Designated  Site,  bearing in mind however  that  Customer
     shall request from CANAL+ the unique identifier unlocking the access to the
     Licensed Software.

ARTICLE 5 - SOFTWARE SUPPORT

5.1. Licensed  Software  support,  available to Customer upon termination of the
     warranty period, shall be as follows:

     5.1.1. Licensed Software support shall include, exclusively:

          (i)  corrective  maintenance  on defects and errors  discovered in the
               Licensed Software;

          (ii) updates to the Licensed Software.

     5.1.2. Customer shall promptly identify, document and give CANAL+ notice of
            each discovered defect or error necessitating support services.

5.2. CANAL+'s  obligation to provide support  hereunder is expressly  limited to
     the above description.

5.3. CANAL+ shall own any Upgrades to the Licensed  Software.  Any such Upgrades
     shall be subject to separate financial terms and conditions.

5.4. A Support line shall be available during the office hours of 09:00 hours to
     17:00  hours,  local French time,  Mondays to Fridays  (inclusive),  except
     normal business holidays observed by CANAL+.

5.5. The financial terms and conditions of support are set forth in Exhibit B.


                                     - 3 -
<PAGE>


ARTICLE 6 - TERM AND TERMINATION

6.1. This Agreement shall commence on the Commencement  Date and shall remain in
     force for a period  of ninety  (90)  days  from  execution  hereof,  unless
     terminated in accordance with the provisions of this Article 6.

6.2. CANAL+ may terminate  this  Agreement upon  immediate  written  notice,  if
     Customer  fails to  comply  with any  material  term or  condition  hereof.
     Customer may terminate this Agreement by returning the Licensed Software to
     CANAL+.

6.3. CANAL+ may terminate  this  Agreement upon written notice in the event that
     Customer is adjudicated bankrupt, files a voluntary petition in bankruptcy,
     makes an assignment  for benefit of creditors or becomes unable to meet its
     obligations in the normal course of business as they fall due.

6.4. Upon the  expiration  of this  Agreement  for any  reason,  Customer  shall
     immediately  terminate use of the Licensed  Software,  and unless  Customer
     purchases  the Licensed  Software  within five (5) days,  return it and any
     copies to CANAL+. In no event shall Customer be entitled to a refund of any
     monies paid under this Agreement upon termination of this Agreement.

ARTICLE 7 - CONFIDENTIALITY OF PROPRIETARY INFORMATION

7.1. Customer   acknowledges  that  CANAL+  may  disclose  to  Customer  certain
     information,   inventions,   know  how  and  trade   secret   ("Proprietary
     Information")  concerning  the Licensed  Software that is  confidential  to
     CANAL+. All such Proprietary Information shall remain the sole propriety of
     CANAL+, whether or not marked as such by CANAL+, and Customer shall have no
     interest  in or  rights  with  respect  to  such  Proprietary  Information.
     Customer shall not reproduce, duplicate,  distribute, disclose or otherwise
     disseminate the Proprietary Information to anyone; provided,  however, that
     Customer may disclose the  Proprietary  Information  to those  employees of
     Customer  who have a "need to know" for  purposes  of this  Agreement,  and
     provided  further  that  Customer  shall be able to  maintain  a backup  or
     archival copy of the Licensed Software during the term of this Agreement.

7.2. The Licensed  Software  constitutes a valuable asset of CANAL+ and is to be
     considered Proprietary Information.

7.3. Customer shall protect and maintain the  confidentiality of the Proprietary
     Information  in at least  the  same  manner  it does  for its own  critical
     proprietary information.

7.4. Customer  shall  notify  and  inform  its  employees  having  access to the
     Proprietary Information of Customer's  limitations,  duties and obligations
     regarding  non-disclosure  and  copying  of  the



                                     - 4 -
<PAGE>


     Proprietary  Information.  Proprietary  Information  shall be used  only by
     employees of Customer and only at the Designated Site.

7.5. Notwithstanding any provisions herein concerning non-disclosure and non-use
     of the  Proprietary  Information,  Customer  shall have no  obligation  for
     disclosure or use of any such information which Customer can prove: (a) was
     already  known to Customer  prior to its  disclosure  by CANAL+,  (b) is or
     become publicly known through non wrongful act of Customer, (c) is received
     from a third party without  similar  restriction and without breach of this
     Agreement, or (d) was independently developed by Customer.

7.6. Notwithstanding any termination  pursuant to Article 6, the obligations set
     forth in this Article shall survive this Agreement for a period of ten (10)
     years.

ARTICLE 8 - WARRANTY AND DISCLAIMER OF WARRANTIES

8.1. CANAL+   warrants  that  the  Hardware  and  the  Licensed   Software  will
     substantially conform to the documentation, provided that it is used on the
     Designated  Equipment,  and or the Hardware,  and with the operating system
     for which it was designed. CANAL+ also warrants that the optical or digital
     media on which the Licensed  Software is distributed and the  documentation
     are free from defects in materials and workmanship. These warranties extend
     only to Customer as the original  licensee.  CANAL+ will replace  defective
     media or documentation or correct substantial software errors at no charge,
     provided Customer returns it within ninety (90) days of delivery. If CANAL+
     is  unable  to  replace   defective  media  or   documentation  or  correct
     substantial  software  errors,  CANAL+  will  refund the license fee of the
     defective  product  only.  These are the sole  remedies  for any  breach of
     warranty.

8.2. Other than  specifically  set forth in section 8.1 above,  CANAL+ disclaims
     all  warranties,  express or implied,  including all implied  warranties or
     merchantability  and fitness for a particular purpose or  non-infringement,
     except as specified in this Agreement or where such disclaimers are held to
     be legally invalid.  The Parties explicitly agree that, unless specifically
     referred  to in this  Agreement  as a  guarantee  or  warranty,  no oral or
     written statement and nothing in this Agreement  descriptions or any of the
     attached  pages shall be  construed or relied upon as an express or implied
     warranty.

ARTICLE 9 - LIMITATION OF LIABILITY

IN NO EVENT WILL CANAL+ BE LIABLE FOR ANY LOST  REVENUE,  PROFIT OR DATA, OR FOR
SPECIAL, INDIRECT, CONSEQUENTIAL,  INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED
AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF USE OR INABILITY TO USE
THE LICENSED SOFTWARE, SERVICES OR MATERIALS PROVIDED UNDER THIS AGREEMENT, EVEN
IF CANAL+ HAS BEEN ADVISED OF THE


                                     - 5 -
<PAGE>


POSSIBILITY OF SUCH DAMAGES.  In no event shall  CANAL+'s  liability to Customer
(whether in contract,  tort  (including  negligence)  or  otherwise)  exceed the
license fees charged by CANAL+ for Licensed Software.

ARTICLE 10 - EXPORTING RESTRICTIONS

Customer  shall  not  export  the  Licensed  Software  from the  country  of the
Designated Site without prior written permission of CANAL+.

ARTICLE 11 - MISCELLANEOUS

11.1.If any term or  provision of this  Agreement  is found to be invalid  under
     any  applicable  statute  or rule of law,  then,  that  provision  shall be
     severed  herefrom and the rest of this Agreement shall remain in full force
     and effect.

11.2.This  Agreement   constitutes  and  expresses  the  entire   agreement  and
     understanding    between   the   Parties   and   supersede   all   previous
     communications,  representations  or agreements,  whether  written or oral,
     with respect to the subject matter thereof.

11.3.This  Agreement  may  not be  modified,  amended,  rescinded,  canceled  or
     waived,  in  whole  or part,  except  by a  written  instrument  signed  by
     authorized representatives of both Parties.

11.4.This  Agreement  is made under and shall be  governed by and  construed  in
     accordance with the French law. In case of any disagreement  that could not
     be  settled  on an  amicable  basis,  first,  the  Courts of Paris,  France
     (Tribunal de Grande Instance) shall have exclusive jurisdiction.

IN WITNESS  WHEREOF,  the Parties  have caused this  Agreement to be executed by
their duly  authorized  representatives,  in two original  copies,  one for each
Party.

CANAL+, S.A.                                         [CUSTOMER]

By:    Francois CARAYOL                    By: /s/
                                               --------------------------
Name:  /s/                                 Name: Dean R. Grewell III
       -------------------------------
Title: Chief Executive Officer             Title: President
       CANAL+ TECHNOLOGIES                 ISES Corporation

Date:  22 November 1999                    Date: November 2, 1999




                                     - 6 -
<PAGE>


                   EXHIBITS TO THE APPLICATION DEVELOPMENT KIT
                                LICENSE AGREEMENT

                               ===================

                                    EXHIBIT A
                           Description of deliverables


-    Designated Site(s):

                             ISES Corporation
                             2600 - 72nd Street
                             Suite C
                             Des Moines, IA 50322

                             ISES Corporation
                             263 Adelaide St. West
                             Suite 204
                             Toronto, Ontario M5H1Y3
                             Canada

-    Designated Equipment:

     o    Windows NT based PC

-    Deliverables:

     o    Philips/MediaOne Set Top Box

     o    Studio+ Hardware Key

<TABLE>
<CAPTION>
==============================================================================================================
        Designation             "Hardware"               "Licensed Software"               Quantity

==============================================================================================================
<S>                           <C>                         <C>                              <C>
                              Philips MediaOne Set        Studio+, Beta Version 2
                              Top Box
                              Studio+ Hardware
                              Key
--------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                    EXHIBIT B
                         Fees and financial arrangements


No Charge - Beta Test Version of Licensed Software and Hardware  Deliverables to
be returned at the conclusion of this project.

Licensed Software Support

A yearly 15% of the Total  Price,  payable in advance at the end of the warranty
period and upon each anniversary date thereafter.




<PAGE>


                         SOFTWARE DEVELOPMENT AGREEMENT


This  Agreement,  effective  as of the date of the  last  signature  hereto,  is
entered into between  CANAL+ S.A., a French  corporation  hereby  represented by
CANAL+ U.S.  Technologies,  a division of CANAL+ U.S., having its office located
at 20230 Stevens Creek Blvd.,  Cupertino,  CA 95014, (CANAL+), and International
Systems  Entertainment  Software,  Inc.  having an office  located  at 2600 72nd
Street,  Suite C, Des Moines, Iowa 50322 (ISES). ISES and CANAL+ may be referred
to herein as a Party or Parties as the case may require.

WHEREAS, CANAL+ desires to use the software development  capabilities of ISES to
perform software development services, and

WHEREAS,  ISES desires to and is capable of providing  the software  development
services  using the STUDIO+  tool  licensed  to ISES by CANAL+  under a separate
agreement.

NOW THEREFORE, the parties agree as follows:

Section 1 - Definitions

As used in  this  Agreement,  the  following  terms  shall  have  the  following
meanings:

1.1  Development  Services shall mean the  development to CANAL+'s  MEDIAHIGHWAY
application development environment as well as other services provided to CANAL+
by  ISES  from  time to time  during  the  term  of  this  Agreement.  All  such
Development  Services shall be further  defined,  in writing in the Statement of
Work.

1.2  Statement of Work shall mean the written  plan  detailing  the  Development
Services  attached  hereto as Exhibit B which shall be amended from time to time
as additional Development Services are required.

1.3 Developed  Software shall mean any software developed by ISES as outlined in
the Statement of Work and its Amendments.

Section 2 - Development Program

2.1 ISES agrees to provide the necessary personnel, facilities and material, and
will exert its best efforts to perform the  Development  Services in  accordance
with a Statement of Work and any Amendments  thereto.  Any Development  Services
will be performed  within the time period specified in the Statement of Work and
its  Amendments.  ISES  will  begin  performing  Development  Services  and will
complete  such  Development  Services  within the time and monetary  limitations
specified in the applicable Statement of Work or Purchase Order, as the case


                                     - 7 -
<PAGE>


may be. If in the course of performing  Development  Services,  ISES  determines
that it will be unable to complete  such  Development  Services  within the time
specified,  ISES will notify CANAL+ of such  determination in writing as soon as
possible.  The  Statement  of Work shall be  activated  upon the  issuance  of a
Purchase Order by CANAL+.

2.2  Upon  CANAL+'s  request,   and  during  normal  business  hours,  a  CANAL+
representative  shall be  permitted  to visit  ISES'  facilities  to review  the
progress of the development of the Development  Services during the term of this
Agreement.

2.3  Changes to the Statement of Work.

     2.3.1  CANAL+ may request  changes to an existing  Statement of Work during
the course of the project.  If such changes  materially impact ISES schedules or
require  additional  engineering  effort or re-work,  then the parties  agree to
negotiate terms for such additional work in good faith.

     2.3.2 Change  requests shall be made in writing,  supported with sufficient
detail and require written approval of both parties.

2.4 Neither this  Agreement nor any purchase order shall limit CANAL+'s right to
perform  itself or to select  others to perform the same or similar  services or
work for any reason.

2.5 ISES  shall not allow  any  employee  or agent to  perform  any  Development
Services who has not signed a "Confidentiality  and  Non-Disclosure  Agreement",
attached hereto as Exhibit A.

Section 3 - Compensation

3.1 As full compensation for the work performed pursuant to this Agreement,  and
delivery of the  Developed  Software  within the terms  contained  in Exhibit B,
CANAL+  agrees to pay ISES such  amounts  specified  in  Exhibit B and  CANAL+'s
Purchase Orders for such Development  Services as are actually performed by ISES
and accepted by CANAL+.

3.2 On a monthly basis or within the payment terms  contained in Exhibit B, ISES
shall forward to CANAL+ a detailed  invoice  outlining time spent and the nature
of the work  performed.  CANAL+ shall remit  payment to the address first stated
above.

3.3 ISES  shall  submit all  invoices  to  CANAL+'s  Procurement  department  at
mutually  agreed  intervals,  and CANAL+ shall pay ISES within  thirty (30) days
after receipt of invoices.  All invoices and  supporting  documentation  will be
sent by ISES to CANAL+ at CANAL+ U.S.  Technologies,  20230 Stevens Creek Blvd.,
Cupertino, CA 95014, Attn: Procurement department, with a copy to the individual
named in 12.8 to receive notices on behalf of CANAL+.


                                        2
<PAGE>


3.4 ISES agrees to pay and to be solely responsible for all city, state,  and/or
federal  unemployment   insurance  premiums,   worker's  compensation  insurance
premiums,  income taxes, social security taxes, and any other employment-related
taxes incurred as a result of the  performance of Development  Services by ISES,
and to be responsible for all  obligations,  reports,  and timely  notifications
relating to such matters.  CANAL+ will have no obligation to pay or withhold any
sums for such taxes or unemployment insurance on any amounts due ISES.

3.5 All costs and expenses,  including specifically,  but not limited to, travel
and  commuting  expenses,  which are  incurred  by ISES in  connection  with the
performance of the Development Services shall be borne by ISES, except only such
costs and  expenses,  if any,  which  CANAL+  has  agreed in  writing  or in any
Statement of Work to reimburse ISES.

3.6 Rates extended to CANAL+  hereunder  shall not be more than the price to any
other similarly situated customer of ISES and any percentage  discount to CANAL+
hereunder  shall not be less  favorable to CANAL+ than the  percentage  discount
granted to any other similarly situated customer of ISES.

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

Section 4 - Acceptance

4.1 CANAL+'s  acceptance of any  Developed  Software will be based upon CANAL+'s
verification  that the Developed  Software meets the requirements  outlined in a
Statement of Work. Such acceptance by CANAL+ shall not be unreasonably withheld.

4.2 CANAL+ agrees to notify ISES, in writing, of its acceptance or rejection, as
the case may be, of the Developed Software within Thirty (30) days following the
delivery of the Developed Software outlined in the Statement of Work

4.3 If  CANAL+  rejects  any  Developed  Software  within  the time set forth in
Section 4.2 because of a defect or failure to meet the requirements  outlined in
the Statement of Work, then CANAL+ shall furnish a written statement  describing
the defect.  ISES will then correct such defect, at its expense, as soon as best
efforts  will allow,  but in any event not later than thirty (30) days after the
receipt of CANAL+'s  statement of a defect.  ISES shall  re-submit the corrected
Developed Software to CANAL+ for acceptance. This process will be repeated until
acceptance is reached,  or until CANAL+ and ISES mutually  agree on an alternate
course of action.

4.4 In the absence of CANAL+'s  express  rejection  within the time set forth in
section 4.2 above, the Developed  Software shall be deemed to have been accepted
by CANAL+.


                                       3
<PAGE>


Section 5 - Confidentiality

ISES agrees that,  for the duration  and scope of this  Agreement,  treatment of
Confidential  Information  will  governed  by  the  Mutual  Confidentiality  and
Non-Disclosure  Agreement executed by CANAL+ and ISES, an executed copy of which
is attached hereto as Exhibit A.

Section 6 - Intellectual Property

All  right,   title  and  interest  in  patents,   copyrights  and  confidential
information owned by ISES prior to commencement of the Development  Services and
used in the  performance of this Agreement are and will remain the sole property
of ISES. All right,  title and interest in patents,  copyrights and confidential
information  owned by CANAL+ prior to commencement  of the Development  Services
and provided to ISES for  performance  under this Agreement are and shall remain
the sole property of CANAL+.  No licenses under any such  intellectual  property
rights of either Party are implied unless otherwise expressly stated herein.

Section 7 - License

7.1 All right,  title,  and interest in the Developed  Software  shall belong to
ISES.  ISES shall be free to license  such  Developed  Software to any  operator
licensed by CANAL+ under the  MediaHighway  technology.  Such  license  shall be
subject to payment of the fee in accordance with the terms of Section 3.7 above.

7.2 ISES hereby  grants to CANAL+,  a  non-exclusive,  royalty-free,  world-wide
right and license to copy, use, modify and internally  distribute  copies of the
Developed  Software  for  internal  use and public  demonstration.  No rights of
distribution  outside of CANAL+,  licensing or  sublicensing  are  granted.  Any
modifications  to the  Developed  Software made by CANAL+ remain the property of
CANAL+.

7.3 Upon  termination  of this  Agreement  ISES agrees to promptly  deliver to a
proper CANAL+ representative all documents and other records which relate to the
business  activities of CANAL+,  and all other materials and badges which belong
to CANAL+, including any hardware platforms or software tools provided by CANAL+
to ISES.

Section 8 - Records and Access

ISES  agrees  to  permit  duly  authorized  representatives  of  CANAL+  at  all
reasonable  times to  inspect  and  have  access  to such  books,  records,  and
documentation  in ISES'  possession  and control  which  directly  relate to the
performance  of services for CANAL+,  for the purpose of auditing and  verifying
the performance of or charges for services.


                                       4
<PAGE>


Section 9 - Term and Termination

9.1 Unless otherwise  terminated as provided herein, this Agreement shall become
effective as of the last  signature  affixed  hereto and shall  continue in full
force and effect until terminated as provided herein.

9.2 CANAL+ has the right,  upon  giving  thirty  (30) days  written  notice,  to
terminate  this  Agreement  at any time.  If CANAL+  elects  to  terminate  this
Agreement,  payment  to ISES for work  performed  up to the date of  receipt  of
notice,  shall be for time  actually  worked  through the date of receipt of any
termination  notice.  ISES shall  supply any  partially  completed  work  and/or
completed  work at that time and return all materials  furnished by CANAL+ under
this Agreement, including all Confidential Information.  Following return of any
such materials  CANAL+ will make any outstanding  payments due to ISES under the
provisions of this Agreement.

9.3 This Agreement may be terminated,  in whole or in part, at the option of the
party having such right as provided herein, by written notice upon the happening
of any of the following events stated below:

     9.3.1 Either party may terminate  this Agreement if the other party becomes
insolvent,  admits in writing  its  inability  to pay its debts as they  mature,
makes an  assignment  for the benefit of creditors,  or if a petition  under the
Bankruptcy Act is filed by or against such other party.

     9.3.2 Either Party if that other Party fails  substantially  to perform any
material  covenant,  obligation,  representation  or warranty and by it or to be
performed  hereunder  provided,  however,  that no  termination  may be effected
hereunder  unless the  terminating  Party  delivers to the other  Party  written
notice  informing  the  other  Party  of any  alleged  default.  Termination  is
effective if such default is not cured within  thirty (30) days after receipt of
such notice.

Section 10 - Warranties/Indemnity/Limitation of Liability

10.1 ISES warrants that all materials  provided to CANAL+: (i) shall comply with
the requirements of pertinent specifications,  drawings, and samples; (ii) shall
perform substantially as described in the attached Statement of Work for 90 days
after  delivery,  and (iii) will not infringe  upon or violate any U.S.  patent,
copyright, trademark, trade secret or other proprietary right of ISES or a third
party.  ISES  further  warrants  that all work  will be  performed  by  careful,
efficient,  and qualified workers,  and in the best and most workmanlike manner,
and  that  the  work  will   conform   to  the   applicable   requirements   and
specifications.  Materials not in conformity  with these  warranties may, (1) be
promptly  corrected  or  replaced,  or if not  practicable,  (2) be returned for
refund, less depreciation based on a 5-year straight line depreciation  schedule
or (3) be retained at an  equitable  discount.  All returns,  replacements,  and
corrections  shall  be  at  ISES'  expense,   including  all  labor,  materials,
installation, repair, service, transportation, and other charges. No replacement
of defective or  nonconforming  materials  returned to ISES shall be made unless

                                       5
<PAGE>


specified by CANAL+ in writing.  CANAL+  acknowledges  that this  paragraph sets
forth CANAL+'s exclusive remedy, and ISES's exclusive liability,  for any breach
of warranty or other duty related to the quality of the Development Services.

10.2 ISES expressly warrants and represents that the Developed Software supplied
to CANAL+  will be free from errors  caused by the  failure of such  products to
accurately process data that includes or references the year 2000 or greater.

Section 11 -  Indemnity

11.1 ISES agrees to defend at its expense any suits that may be brought  against
CANAL+  arising out of its internal use and/or  demonstration  of the  Developed
Software, and based upon a claim that the Developed Software furnished hereunder
infringes a U.S. patent or copyright and to pay any costs and damages awarded in
any such suit,  provided  that ISES is notified  promptly in writing of the suit
and, at ISES'  request and at its expense,  is given control of the suit and all
requested reasonable  assistance fore defense of same. If the use or sale of the
Developed  Software  furnished  hereunder  is enjoined as a result of such suit,
then ISES, at CANAL+'s option and at no expense to CANAL+, shall

     11.1.1  obtain for CANAL+ the right to use and  demonstrate  the  Developed
     Software; or

     11.1.2 substitute  equivalent software acceptable to CANAL+ and extend this
     indemnity thereto; or

     11.1.3 if Section 11.2.1 and 11.12.2 are not feasible, return to CANAL+ the
     monies paid to ISES under  section 3, less  depreciation  based on a 5-year
     straight  line  depreciation  schedule  for the period  that the  Developed
     Software was not usable,  and  terminate  this  Agreement  without  further
     obligations on the part of ISES.

11.2  The  indemnity  in 11.1  does  not  extend  to any  suit  based  upon  any
infringement  or  alleged  infringement  of  any  patent  or  copyright  by  the
combination of the Developed  Software  furnished by ISES with other elements if
such infringement  would have been avoided by the use of the Developed  Software
alone,  nor  does  it  extend  to any  infringement  directly  caused  by  ISES'
compliance  with  CANAL+'s  specification,   or  any  suit  directly  caused  by
modification  of the Developed  Software by CANAL+ pursuant to Section 7.2 . The
foregoing  states  the  entire  liability  of  ISES  for  patent  and  copyright
infringement.

11.3  Should  such  an  action  be the  direct  result  of the  use by  ISES  of
specifications  remitted by CANAL+,  CANAL+  shall assist ISES in the defense of
such suit, provided that CANAL+ is notified promptly in writing of the suit. The
costs for such assistance  shall not exceed the amount of the development  costs
paid by CANAL+  hereunder.  The foregoing  states the entire liability of CANAL+
for patent or copyright infringement.


                                       6
<PAGE>


11.4  EXCEPTING THE  INDEMNITIES  PROVIDED IN SECTIONS  11.1 AND 11.3,  UNDER NO
CIRCUMSTANCES,  SHALL  EITHER  PARTY BE LIABLE FOR ANY  SPECIAL,  INCIDENTAL  OR
CONSEQUENTIAL  DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT  HOWEVER CAUSED,
(WHETHER  ARISING UNDER A THEORY OF CONTRACT,  TORT (INCLUDING  NEGLIGENCE);  OR
OTHERWISE),  INCLUDING,  WITHOUT LIMITATION,  DAMAGES FOR LOST PROFITS,  LOSS OF
DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

Section 12 - General Provisions

12.1 Entire Agreement. This Agreement,  including the Appendices attached hereto
and made a part hereof, constitutes the entire understanding between the parties
relating to the subject matter hereof. This Agreement supersedes and repeals all
previous negotiations and/or understandings  between the parties relating to the
subject matter of this Agreement.

12.2 Modification.  This Agreement may not be amended or modified in any respect
unless  approved  in  writing  and  signed  by duly  authorize  officers  of the
respective parties.

12.3  Governing Law. This  Agreement and its  performance  shall be governed by,
subject to, and construed in accordance with the laws of the State of New York.

12.4 Export  Provision.  Each Party  agrees that it will not in any form export,
reexport, resell, ship, or divert or cause to be exported,  reexported,  resold,
shipped or diverted,  directly or  indirectly,  any product or technical data or
software  furnished  hereunder,  or the direct product of such technical data or
software which the United States Government or any agency thereof at the time of
export or reexport  requires an export  license or other  governmental  approval
without first obtaining such license or approval.

12.5  Compliance  with Law.  Both parties  agree to comply fully with all United
States  and  any  other  relevant  jurisdictions'  laws,  codes  and  regulation
applicable to the business that each  transacts,  including,  but not limited to
export control,  product labeling and marking. Any Party failing too comply with
the  terms of this  provision  agrees  to  indemnify  and hold the  other  Party
harmless for all resulting liability or damages.

12.6 Force  Majeure.  In the event that either Party is unable to perform any of
its  obligations  or to enjoy any of its benefits  because of natural  disaster,
actions of governmental  bodies,  the Party affected shall give immediate notice
to the other  party  and shall do  everything  possible  to resume  performance.
Delays in delivery caused by natural  disaster,  actions of governmental  bodies
not the fault of the affected Party shall automatically extend the delivery date
for a period equal to the duration of that event.


                                       7
<PAGE>


12.7  Nondisclosure of Terms.  Neither Party shall disclose any of the terms and
conditions of this Agreement to any third party without the prior consent of the
other Party.

12.8 Notice.  Notice hereunder shall be deemed to have been  sufficiently  given
when delivered in writing by certified  mail return receipt  requested by either
Party to the other directed to:

CANAL+:                                 ISES:
Eric Miller                             Rick Grewell
CANAL+ U.S. Technologies                International Systems and
20230 Stevens Creek Blvd.               Entertainment Software, Inc
Cupertino, CA 95014                     2600 72nd Street, Suite C
                                        Des Moines, Iowa 50322

Either  Party may change its address by a notice given to the other Party in the
manner set forth above.

12.9  Security/Safety.  Representatives  and personnel of each Party, during the
time they are present on the  premises of the other  Party,  shall be subject to
all rules and  regulation  prevailing  on such  premises.  Each  Party  shall be
responsible for the payment of all compensation  and expenses,  unless otherwise
specified in this Agreement,  of its respective  representatives  and personnel.
None of the representatives or personnel of either Party shall be considered for
any reason to be an employee of the other party.

12.10 Survival. The terms,  provision,  representations and warranties contained
in Sections 5, 6, 7, 10, 11 and 12 shall survive  expiration or  termination  of
this Agreement.

12.11 Independent  Contractors.  The Parties  acknowledge that their performance
under this  Agreement is as  independent  contractors  and that neither party is
authorized to act as the agent or representative of the other. Nothing contained
herein,  or done in pursuance of this Agreement shall  constitute the Parties as
entering upon a joint venture or shall constitute  either Party hereto the agent
for the other Party for any purpose or in any sense whatsoever.

12.12  Assignment.  This  Agreement  may  not be  transferred  or  assigned,  by
operation of law or otherwise, by either Party without the prior written consent
of the other Party.

12.13  Dispute  Resolution.  CANAL+ and ISES  agree  that they shall  attempt to
settle  any  claim  or  controversy   arising  out  of  this  Agreement  through
consultation and negotiation in the spirit of mutual friendship and cooperation.
If any such attempt should fail,  then the dispute shall first be submitted to a
mutually  acceptable  neutral  advisor for initial fact  finding and  mediation.
Neither party shall  unreasonably  withhold  acceptance of such an advisor,  and
selection  of such an advisor  shall be made within  forty-five  (45) days after
written  notice by one of the parties for such fact finding and  mediation.  The
cost of such fact finding and mediation, and of any other subsequent alternative
dispute resolution agreed upon by the parties, shall be shared equally by CANAL+
and ISES. Any dispute which the parties cannot so resolve between  themselves in
good faith  within


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<PAGE>


six (6) months of the date of the initial  demand by either  party for such fact
finding shall be finally determined by a court within the state of New York .

12.14 Captions. All captions and descriptive headings used in this Agreement are
for  convenience  of reference only and are not to be used in  interpreting  the
obligations of the parties under this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date of the last signature hereto.


CANAL+ , S.A.                          International Systems and
                                           Entertainment Software

By:  FRANCOIS CARYOL                    By: /s/
                                            --------------------------------
Name: /s/                               Name: DEAN R. GREWELL III
      ----------------------------
Title: CEO, CANAL+ TECHNOLOGIES         Title: PRESIDENT, ISES
                                               CORPORATION

Date:  22/11/99                         Date:    November 3, 1999



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