Exhibit 10.2
                                   COVER SHEET

                                       to

                         COPYRIGHT AND TRADEMARK LICENSE
                     AND DISTRIBUTION AGREEMENT, dated as of
               September 30, 1999 between Licensor (defined below)
                          and Licensee (defined below)
                      (this cover sheet, together with such
                   Agreement, collectively, this "Agreement")


                               "IN-FLIGHT TETRIS"

1.   LICENSOR:          THE TETRIS COMPANY, L.L.C., a Delaware limited liability
                        company  whose  registered  address  in 103 Foulk  Road,
                        Suite 202, Wilmington, Delaware 19803, USA.

2.   LICENSEE:          ISES CORPORATION,  an Iowa Corporation,  with offices at
                        2600 72nd Street, Suite C, Des Moines, Iowa 50322, USA.

3.   Effective Date:    September 30, 1999.

4.   Licensed Title:    "IN-FLIGHT TETRIS"

5.   Licensed
     System:            In-Flight Entertainment System

6.   Adapted Game:      The game  program  created  and/or  adapted by  Licensee
                        under  license from  Licensor to permit play of the Game
                        (as defined herein) on the licensed System only.

7.   Licensed
     Territory:         Air Flights

8.   Compensation:      In consideration of the rights granted herein,  Licensee
                        shall pay Licensor as follows:

          (a)  Royalty  Payments.  Licensee  shall pay to Licensor  royalties of
               [Confidential  treatment  has been  requested for this portion of
               this Exhibit] for each Unity (defined herein) of the Adapted Game
               that  has  been  installed  or  which,  pursuant  to one or  more
               executed  agreements,  is to be  installed  by  Licensee  or  any
               sublicense  of Licensee.  No costs  incurred in the  manufacture,
               sale, advertisement, shipment or distribution of the Adapted Game
               shall be deducted.


<PAGE>


          (b)  Advance  Royalty.  Licensee shall pay to Licensor,  as an advance
               against the Royalties  described in paragraph  8(a) of this Cover
               Sheet,  [Confidential  treatment  has  been  requested  for  this
               portion of this  Exhibit]  Such  Advance  Royalty  payment is not
               refundable  under any  circumstances  and  constitutes  a minimum
               guaranteed  royalty to be paid to Licensor by Licensee during the
               terms  of this  Agreement  for the  rights  granted  to  Licensee
               hereunder. The advance royalty described herein shall be credited
               against all continuing royalty payments due hereunder by Licensee
               to Licensor until the advance is exhausted.

          (c)  Minimum Volume Guarantee.  Licensee  guarantees that by the first
               anniversary  of the Effective  Date  [Confidential  treatment has
               been requested for this portion of this Exhibit].

          (d)  Payment  Account.  All payments to Licensor by Licensee  shall be
               made by  wire  transfer  in U.S.  Dollars  into  Licensor's  bank
               account, at Key Bank, 201 South Warren Street, Syracuse, New York
               13202,  Account  Number  320900052400,  Routing Number (ABA No.):
               0213000777. All expenses connected with transferring the payments
               shall be borne by the Licensee.

9.   Term:              Unless   terminated   earlier  in  accordance  with  the
                        provisions set forth herein, this Agreement shall remain
                        in effect  for one (1) year  from the date of  execution
                        hereof and shall be  automatically  renewed for up to an
                        additional  three  (3) one (1) year  terms,  unless  (a)
                        Licensee has ceased distribution of the Adapted Game, or
                        (b) either party  notifies the other party,  in writing,
                        at least  sixty  (60) days  prior to the end of any such
                        term,  of  such  party's  intention  that  the  same  be
                        terminated.

10.  Licensor's
     Representative:    BLUE PLANET  SOFTWARE,  INC., a Hawaii  corporation with
                        its business and post office address located at P.O. Box
                        1809,  Keaau, HI 96749, is the exclusive  representative
                        of Licensor for the purposes of this Agreement.

                        LICENSEE SHALL COORDINATE ANY AND ALL REQUIRED APPROVALS
                        THROUGH    LICENSOR'S     REPRESENTATIVE.     LICENSOR'S
                        REPRESENTATIVE    IS   TO   RECEIVE    COPIES   OF   ALL
                        COMMUNICATIONS BETWEEN THE PARTIES.

11.  Notices:           All notices required or permitted to be given under this
                        Agreement  shall  be  deemed  given  upon  receipt  from
                        express air courier  services  or upon  transmission  by
                        electronic mail,  facsimile,  receipt confirmed,  or one
                        (1) month after  being sent by  certified  mail,  return
                        receipt  requested,  or upon personal  delivery,  to the
                        address set forth below,  or to such other  addresses as
                        the  parties  shall  notify  each  other of from time to
                        time.


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     If to Licensor:    THE TETRIS COMPANY, L.L.C
                        103 Foulk Road, Suite 202
                        Wilmington, Delaware 19803
                        USA

                 cc:    Henk B. Rogers

            By Mail:    Blue Planet Software, Inc.
                        P.O. Box 1809
                        Keaau, HI 96749
                        USA
                Fax:    (808) 966-6306
             E-mail:    henk@blueplanetsoftware.com


By express mail
(courier services):     Blue Planet Software, Inc.
                        17-196 Meaulu Street
                        Keaau, HI 96749
                        USA
          Telephone:    (818) 966-7225

All matters pertaining to product management/licensing shall be sent as follows:

                        Edward Rogers, Product manager
                        Blue Planet Software, Inc.
                        77 Geary Street, Suite 500
                        San Francisco, CA 94108
                        USA

          Telephone:    (415) 788-5550, Ext. 525
                Fax:    (415) 477-0616


All matters pertaining to product/marketing approvals shall be sent as follows:

                        Marketing Manager
                        Blue Planet Software, Inc.
                        77 Geary Street, Suite 500
                        San Francisco, CA 94108
                        USA
           Telephone:   (415) 788-5550
                Fax:    (415) 477-0616


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                 cc:    Nikolai E. Belikov
                        c/o LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        Nikitsky Pereulok, 5
                        123007 Moscow
                        Russian Federation
                 Fax:   7-095-737-50-50

                 cc:    John I. Huhs, Esq.
                        LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        125 West 55th Street
                        New York, New York 10019
                        USA
          Telephone:    (212) 424-8182
                Fax:    (212) 424-8500

If to Licensee:         Dean R. Grewell III
                        ISES Corporation
                        2600 72nd Street, Suite C
                        Des Moines, Iowa 50322
                        USA
          Telephone:    (515) 331-0560
                Fax:    (515) 331-3901


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                         COPYRIGHT AND TRADEMARK LICENSE
                           AND DISTRIBUTION AGREEMENT


                               "IN-FLIGHT TETRIS"

     This Copyright and Trademark License and Distribution Agreement is made and
entered into as of this 1st day of August,  1999 (the "Effective  Date"), by and
between  Licensor  and Licensee (as such terms are defined in the cover sheet to
which this Agreement is attached).

                                    RECITALS

     WHEREAS, Licensor holds the exclusive right and license to use, display and
exploit the trademark  "Tetris," used alone or in  combination  with a design or
logo or other  terminology  on all  countries  of the world where the  trademark
"Tetris" has been registered in its name.

     WHEREAS,  Licensor holds the exclusive right and license to use and exploit
the  copyright  for a certain  computer  software  game known as "Tetris" in all
countries  of the world that are members  of, and  pursuant to the terms of, the
applicable international copyright conventions.

     WHEREAS,  Licensee desires to license,  on a limited,  non-exclusive  basis
only,  the  trademark,  copyright and certain other rights  incident to the game
known as "Tetris," pursuant to the terms,  conditions and limitations  contained
herein.

     NOW,  THEREFORE,  in light of the foregoing,  and in  consideration  of the
mutual covenants and conditions herein set forth, the parties agree as follows:

1.   INCORPORATION OF COVER SHEET

     The terms and provisions (including, without limitation,  capitalized terms
     defined  therein)  of the Cover  Sheet  (the  "Cover  Sheet") to which this
     Agreement is attached are hereby  incorporated herein by reference and made
     a part of this Agreement.

2.   DEFINITIONS

     "Game" shall mean the Original Game known as "TETRIS."

     "Licensed  Properties"  shall mean the Game,  the Adapted Game,  the Tetris
     logo, and any programs,  software, design script, audiovisual works, source
     and object codes therefor, and Licensor's trademarks,  copyrights and other
     rights related thereto.

     "Sublicense," as used herein,  refers to a sublicense,  approved in writing
     by Licensor,  from  Licensee to a third  party,  of a portion of the rights
     granted in this Agreement.

<PAGE>


     "Unit" shall mean one software copy of the Adapted Game that is operated in
     conjunction with the Licensed System.

3.   GRANT OF RIGHTS

     Under the terms and conditions of this Agreement, Licensor hereby grants to
     Licensee a non-exclusive right and license to:

     (a)  Create the Adapted Game.

     (b)  Manufacture,  use, sell, reproduce,  market and distribute the Adapted
          Games in the  Licensed  Territory.  Only  Licensee  shall  publish the
          Adapted  Game,  unless  Licensee  has  received  approval  to  grant a
          sublicense to publish the Adapted Game under Section 6 hereof.

     (c)  Use and  display  the names  "TETRIS"  and  "IN-FLIGHT  TETRIS" in the
          manufacture, use, sale, marketing and distribution of the Adapted Game
          pursuant to Section 3(b) hereof.

4.   RECORDS AND PAYMENT

     4.1  Payment Deadline. Licensee shall make royalty payments to Licensor for
          sales in such  Licensed  Territory on a quarterly  basis within thirty
          (30) days after the last day of each calendar quarter

     4.2  Delay of Royalty Payment. In case of delay of a royalty payment due to
          Licensor beyond such thirty (30) day period,  Licensee will pay to the
          Licensor,  as  liquidated  damages,  interest  on such  unpaid  amount
          calculated at a rate per annum of twenty-one  percent (21%) for actual
          days elapsed  between the date such amount is due and the date so paid
          (subject to any applicable usury restrictions).

     4.3  Quarterly  Royalty  Report.  Within  thirty (30) days after the end of
          each calendar  quarter,  Licensee  shall  furnish to Licensor  written
          reports  separately setting forth the number of Units sold by Licensee
          and any  Sublicensees  of Licensee,  the  monetary  amount of sales by
          Licensee and its Sublicensees during each quarter,  and the amount due
          to Licensor.  However,  the first royalty  report shall cover the time
          period  between the signing of this  Agreement and the end of the then
          current  calendar  quarter.  Royalties  paid  for the  Units  that are
          returned  by  Licensee's  customers  may be  credited  against  future
          royalty payments.

     4.4  Taxes.  Licensee is hereby authorized by Licensor to withhold and make
          payment  of, on behalf  and for the  benefit of  Licensor,  all taxes,
          duties or  levies  the  withholding  of which may from time to time be
          required  by the  government  of certain  countries,  or any  agencies
          thereof,  on the royalties  due Licensor  under this  Agreement.  Such
          taxes,



                                     - 2 -
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          duties or levies shall be deducted  from  payments due  Licensor,  and
          Licensee  shall,  not later than  fourteen  (14)  business  days after
          Licensee's receipt for all such payments made by them on behalf of and
          for the benefit of Licensor  sufficient  for  Licensor to obtain a tax
          credit  from the tax  authorities  in the country to which the royalty
          was paid.  Any delay by Licensee  in  providing  such tax  receipts to
          Licensor shall require Licensee to pay Licensor the liquidated damages
          set forth in Section 4.2 based on the royalty amount involved.

     4.5  Records.  In conjunction with this Agreement,  Licensee shall keep and
          maintain full and accurate  books and records during the terms of this
          Agreement  and for two (2) years  thereafter.  These books and records
          shall include, but not be limited to:

          (a)  The number of Units of the Adapted Game produced by Licensee and,
               if applicable, its Sublicensees;

          (b)  The number of Units of the Adapted Game sold by Licensee  and, if
               applicable, its Sublicensees;

          (c)  The number of Units of the Adapted Game returned to Licensee and,
               if applicable, its Sublicensees, for credit or exchange; and

          (d)  The total  sales  amounts  of the  Adapted  Game,  including  any
               amounts  received or entitled  to be  received by  Licensee,  and
               including  total sales by and amounts  received or entitled to be
               received by Licensee from any Sublicensee of Licensee.

          Such  documentation  shall  be in  sufficient  detail  to  enable  the
          payments due Licensor to be determined and to permit Licensor to audit
          such books and records.  Licensee shall also require its Sublicensees,
          if  applicable,  to maintain  books and records  with the  information
          listed herein,  to permit  inspection of such books and records on the
          same  terms  as set  forth  in  Section  4.6  herein,  and to  provide
          statements to Licensee  setting forth the above  information for their
          respective  sales,  which  records are to be  preserved by Licensee as
          part of the books and records to b kept as provided herein.

     4.6  Audit.  For the purpose of verifying the  correctness of the royalties
          paid or to be paid by Licensee,  Licensor may, not more than once each
          six (6)  month  period  and once  within  one (1) year  following  any
          breach,  expiration  or  termination  of  this  Agreement,  retain  on
          independent  certified  public  accountant  to  audit  those  business
          records of Licensee  that relate to the sale,  shipment,  distribution
          and approved  sublicense,  if any, of the Adapted Game,  provided that
          Licensor  givens  fifteen (15) days  written  notice prior to an audit
          following a breach and further  provided that all audits are conducted
          during regular business hours and on Licensee's premises. If any audit
          uncovers a shortfall in royalties  owed to  Licensor,  Licensee  shall
          immediately  pay such  shortfall to Licensor plus  liquidated  damages
          pursuant  to  Section  4.2  hereof on the  amount


                                     - 3 -
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     past due. if such shortfall  exceeds five percent (5%) o the royalties paid
     to Licensor during the royalty  period(s) in which the shortfall  occurred,
     Licensee shall, in addition,  immediately reimburse Licensor the reasonable
     costs  of  the  audit,  including,  without  limitation,   accountants  and
     attorneys fees.

5.   REVERSION OF RIGHTS

     Any sublicense granted under Sections 2.3 and 6 shall provide for automatic
     termination  upon the  earlier of the  expiration  or  termination  of this
     Agreement,  or twelve (12) months after Licensee and its Sublicensees  have
     discontinued  distribution  of the Adapted  Game.  Upon the  expiration  or
     termination of this Agreement,  all rights granted by Licensor herein shall
     automatically  revert to Licensor,  subject to the provisions of Section 12
     hereof.

6.   SUBLICENSES

     In the event that it is necessary  for  Licensee to grant a  sublicense  to
     enable it to maximize  sales of the Adapted Game,  Licensee  shall required
     approval  thereof by  Licensor  by sending a notice of request to  Licensor
     along with a copy of the proposed sublicense  agreement and all information
     about the proposed sublicense that may be relevant to Licensor's evaluation
     thereof.   Licensor's  consent,   disapproval  or  request  for  additional
     information  shall  be  provided  in  writing.   Each  approved  sublicense
     agreement  shall  provide  that the  Sublicensee  expressly  accepts all of
     Licensee's non-monetary obligations under this Agreement. Licensor shall be
     provided with a copy of each sublicense agreement as executed,  which shall
     not deviate in any material  respect from the  proposed  draft  approved by
     Licensor.   The  grant  of  sublicenses  hereunder  shall  not  change  any
     obligations of Licensee hereunder.  Consent will not be granted for a third
     party to publish the Adapted Game.  All  referenced to and  obligations  of
     Licensee in this Agreement  shall be deemed  applicable to  Sublicensees of
     Licensee. Any agreements with sublicensees not appointed in accordance with
     the  provisions  for this Section  shall be deemed null and void.  Licensee
     shall be responsible  for enforcing its  Sublicensees'  compliance with all
     the  provisions  hereof.  Licensee  shall  indemnify  Licensor  and hold it
     harmless from any against any and all losses,  damages, costs and expenses,
     including   attorneys  fees,  arising  out  of  any  claims  by  Licensee's
     sublicensees  against  Licensor  based on this  Agreement or a  sublicense.
     Notwithstanding the foregoing, and without limitation thereof, the Licensee
     may enter  into  distributorship  agreements  for the  distribution  of the
     Adapted Game published by Licensee.

7.   QUALITY AND APPROVAL OF ADAPTED GAME

     7.1  Quality.  Each and  every  Adapted  Game  shall  meet  the  Licensor's
          standard of quality as  determined  solely by the  Licensor.  Licensee
          shall not sell or  distribute  any  Adapted  Game unless and until the
          same has been  submitted to and  approved in writing by the  Licensor.
          Licensee shall not knowingly violate any laws or government  standards
          in the manufacture or sale of the Adapted Game.


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     7.2  Approval by  Licensor.  Licensee  shall  promptly  provide to Licensor
          copies of the Adapted  Game in a format  mutually  agreed upon and any
          and all creative  packaging,  marketing and promotional  materials for
          the  Adapted  Game prior to  dissemination.  Licensor  may  specify in
          writing specific  objections it may have to such materials and specify
          specific changes required.  Licensor shall not unreasonably  delay the
          review or  evaluation  procedures  for the  Adapted  Games or delay or
          withhold the approval and acceptance of the Adapted Game and all other
          materials submitted by Licensee.

     7.3  Inspection  by  Licensor.   Licensor   shall  have  the  absolute  and
          unqualified  right, at any time, to request samples of and inspect the
          Adapted Game (including any promotional materials) to ensure they meet
          Licensor's standard of quality.

8.   RIGHTS

     8.1  Ownership.   Licensee   acknowledged   that  Licensor  and  Licensor's
          licensors have the exclusive right, title and interest in the Game and
          the  Adapted  Game,  including  all  copyrights  thereto,  and  to the
          trademarks  "TETRIS" and "IN-FLIGHT  TETRIS," and all rights  thereto,
          and it agreed  that it will not at any time do or cause to be done any
          act or thing contesting or in any way impairing or intending to impair
          any part of such right,  title and interest of Licensor and Licensor's
          licensors.  Other than as provided in this  Agreement,  Licensee shall
          not in any manner  represent  that it has any ownership or interest in
          the Game.  Notwithstanding  anything to the contrary contained herein,
          the Licensor  acknowledges  that any and all animated or other type of
          characters  appearing  in or around the Adapted  Game,  as well as all
          original  music  and  other  original   elements   (collectively   the
          "Licensee's Original Elements")  incorporated into the Adapted Game by
          Licensee,  or that  otherwise  appear on any packaging for the Adapted
          Game  (other  than the  Tetris  logo and other  Licensed  properties),
          including  the  source  code  and  all  object  code   containing  and
          displaying the Licensee's Original Elements, shall remain the property
          of Licensee and its  licensors,  when  displayed  separately  from the
          Adapted  Game.  Licensee  acknowledges  that the  source  code and the
          object code for the Adapted Game  containing  and  displaying the Game
          and the  other  Licensed  Properties  shall  remain  the  property  of
          Licensor and the Licensor's licensors.

          Nothing  contained herein shall be construed as an assignment or grant
          of any right, title or interest in or to the Game or the Adapted Game,
          or the  trademarks  "TETRIS" and  "IN-FLIGHT  TETRIS," or the goodwill
          attached  thereto,  it being  specifically  understood that all rights
          with respect  thereto are reserved by  Licensor.  Licensee  recognizes
          that the licensed  Properties  communicate  to the public a reputation
          for high standards of quality and service.  Licensee shall not use the
          Licensed Properties in connection with any illegal, illicit or immoral
          activity, or in any manner that would be inconsistent with or damaging
          to Licensor's name and reputation.


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     8.2  Trademarks

          (a)  Licensee  agrees to affix or apply to all Adapted  Games  offered
               for sale  pursuant  to this  License  Agreement,  on all disks or
               other  media,   initial   screen   displays   packages,   written
               advertisements,   promotional  items  and  other  materials,  the
               trademark  "IN-FLIGHT  TETRIS" and a trademark notice in the form
               set forth in Appendix A hereto.

          (b)  Licensee  agrees not to use the trademarks  "TETRIS,"  "IN-FLIGHT
               TETRIS" or any name confusingly similar thereto in any way except
               in connection with the Adapted Game or in the promotion  thereof,
               except that fair reference may be made to "TETRIS" and "IN-FLIGHT
               TETRIS"  in   informational   materials  about  Licensee  or  its
               business,  provided that such  reference is in the same type-face
               as the  surrounding  text,  and provided  that "(R)" follows each
               reference  to "TETRIS"  and a "(TM)"  follows  each  reference to
               "IN-FLIGHT  TETRIS" unless  Licensor gives its written consent to
               any other use.

          (c)  Nothing contained in this Agreement shall in any way be deemed to
               apply to any  trademarks  held by  Licensor  other than the marks
               "TETRIS"  "IN-FLIGHT  TETRIS."  Licensor  expressly  retains  the
               exclusive  right  in and to all  of  its  trademarks  as  against
               Licensee and any other persons.

          (d)  Licensee  agrees  that  it  has  or  will  acquire  no  right  in
               Licensor's   trademarks,   or  in  the  trademarks   "TETRIS"  or
               "IN-FLIGHT  TETRIS,"  by virtue  of its  performance  under  this
               Agreement,  except for the  limited  rights of use as provided by
               this Agreement.  nothing in this Agreement shall limit Licensee's
               rights  in any  names or marks  created  or used by  Licensee  in
               connection  with marketing the Adapted Game.  Licensee agrees not
               to use marks or names that infringe any of  Licensor's  rights in
               any marks or names.

9.   REPRESENTATIONS AND WARRANTIES

     9.1  Authorization.  Each party hereby represents and warrants to the other
          that it is duly existing under  applicable laws, is duly authorized to
          execute  this  Agreement,   has  taken  all  proper  corporate  action
          necessary to render this  Agreement  binding and  enforceable  and has
          full  powers  and  authorities  to enter  into this  Agreement  and to
          perform  its  obligations  under this  Agreement.  Each party  further
          represents  and  warrants  to the  other  that its  proper  authorized
          agents, officers and/or directors have reviewed, understood,  approved
          and  ratified  this   Agreement,   including  all  of  its  terms  and
          conditions, and that its duly authorized representatives have executed
          this Agreement.

     9.2  Rights.  Licensor hereby represents and warrants:  (a) that it has the
          sole right to grant  licenses in and to the Adapted  Game  (except for
          all  portions of the Adapted  Game not  originating  from the Original
          Game  known  as  "TETRIS"  and  developed  or  acquired


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          by Licensee)  throughout the Licensed  Territory;  (b) that it has not
          assigned or impaired  the Adapted game (except for all portions of the
          Adapted Game not originating  from the Original Game known as "TETRIS"
          and developed or acquired by  Licensee);  (c) that it has not licensed
          the Adapted Game to any third party for use on the Licensed  System in
          the Licensed Territory;  (d) that it has the sole and exclusive rights
          to grant each and every right herein granted; and (e) that the Adapted
          Game (except for all portions of the Adapted Game not originating from
          the  Original  Game known as  "TETRIS"  and  developed  or acquired by
          Licensee) does not infringe any rights of third parties.

     9.3  No Infringement of Third Parties.  Licensee and/or its  Sublicensee(s)
          represent  and  warrant  that all  portions  of the  Adapted  Game not
          originating  from the Original Game known as "TETRIS" and developed or
          acquired by Licensee and/or its Sublicensee(s)  shall not infringe any
          rights of any third parties.

     9.4  Exceptions.  Licensor's  representations and warranties in Section 9.2
          shall not apply:  (a) in countries where  Licensor's  licensors do not
          possess a  registration  of the  trademark  "TETRIS" in the  trademark
          class  including the Licensed  System and the Adapted game; and (b) in
          countries  that  are  not  members  of  the  applicable  international
          copyright conventions.

     9.5  Mutual Indemnification. Each party hereby agrees to indemnify and hold
          the other party harmless against any and all losses, claims,  damages,
          liabilities,   costs  and  expenses,   including  legal  expenses  and
          reasonable  attorneys fees, arising out of any breach by such party of
          any obligation, representation or warranty in this Agreement.

     9.6  Infringement  by  Adapted  Game.  If any  claim  is  asserted  against
          Licensor or Licensee  alleging  that the Adapted Game  constitutes  an
          infringement  of  another's  alleged  rights,   then  the  party  with
          knowledge  of such a claim  shall  promptly  notify  the other  party.
          Licensor  has the  initial  right to defend  such an action at its own
          expense.  If  Licensor  chooses  not to defend,  Licensee  may, at its
          option,  defend the action at its own  expense.  Each party shall give
          the other  reasonable  assistance  and  cooperation  in any such legal
          action.

10.  INFRINGEMENT

     10.1 Notice. Licensee shall notify Licensor immediately of any infringement
          or  counterfeit  of the  Licensed  Properties  that  becomes  known to
          Licensee. Licensor shall advise Licensee in writing within thirty (30)
          days of receipt of notice thereof whether  Licensor desires to proceed
          with respect to each such  infringement  or  counterfeit at Licensor's
          own expense.

     10.2 Prosecution of Infringement Claims. If Licensor chooses to proceed, it
          shall bear the costs and expenses  thereof and retain all  recoveries.
          Licensee agrees to cooperate fully with Licensor in the prosecution of
          any  infringement  claims  and,  at  Licensor's



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          expense,   will  supply   Licensor  with  such   documents  and  other
          information as it may reasonably  request.  All recoveries obtained by
          Licensor in such action shall be retained by Licensor.

     10.3 Option of Licensee to Prosecute. If Licensor chooses not to proceed or
          does not respond  within the thirty (30) day  period,  Licensee  shall
          have the right to  prosecute  any  infringement  of the  Adapted  game
          occurring in the Licensed  Territory,  provided  that  Licensee  shall
          notify  Licensor of its intention to bring any action at least fifteen
          (15) days before  bringing the action.  Licensee  shall bear the costs
          and expenses of prosecuting  the action.  All  recoveries  obtained by
          Licensee in such action shall be retained by Licensee. Licensor agrees
          to  cooperate   fully  with  Licensee  in  the   prosecution   of  any
          infringement claims and, at Licensee's  expense,  will supply Licensee
          with all documents and other information as it may reasonably  request
          as reasonably necessary to the action.

11.  TERM AND TERMINATION: SURVIVAL

     11.1 Bases for Termination.

          (a)  Material  Breach.  Either  party  may  terminate  this  Agreement
               immediately if the other party commits a material  breach of this
               Agreement  and fails to remedy the breach  within sixty (60) days
               after written  notice of such breach is given by the first party,
               specifying  in writing  such breach and, if  possible,  detailing
               steps necessary to cure the breach.

          (b)  Bankruptcy/Insolvency. If either party becomes insolvent, files a
               voluntary  petition for bankruptcy or ceases to do business,  the
               other party,  at its option,  may terminate  this  Agreement upon
               thirty (30) days' notice.

          (c)  Discontinuance of  Distributions.  This Agreement shall terminate
               automatically   twelve  (12)  months   after   Licensee  and  its
               Sublicensees have discontinued distribution of the Adapted Game.

     11.2 Licensed  Properties.  Upon  the  expiration  or  termination  of this
          Agreement, Licensee:

          (a)  Will cease all use of the Licensed Properties;

          (b)  Will not  disclose to any third party any aspects of the licensed
               Properties not publicly known or available to third parties; and

          (c)  Will return,  without  making any copies,  any and all  writings,
               drawings, models, data and other materials and things to Licensor
               that  constitute  or relate to or  disclose  any  aspects  of the
               Licensed  Properties  that are not  publicly  known and that were
               provided by Licensor directly or indirectly to Licensee.


                                     - 8 -
<PAGE>


               However,  Licensee may continue to use the Licensed Properties in
               connection  with  the  sale  of  Adapted  Games  on  hand  at the
               expiration  or  termination  of this  Agreement  as  specified in
               Section 12.2.

     11.3 Survival  of  Certain  Provisions.  Paragraphs  8, 10 and 11 of  Cover
          Sheet,  and  Sections  4, 5, 8, 9, 10,  11,  12, 13 and 14  shall,  in
          accordance   with  their  terms,   survive  the  termination  of  this
          Agreement.

12.  DISPOSAL OF INVENTORY

     12.1 Inventory   Report.   Upon  the  expiration  or  termination  of  this
          Agreement,  Licensee  shall provide  Licensor  within thirty (30) days
          thereof an itemized statement specifying the quantity of Adapted Games
          on hand.

     12.2 Inventory  Disposal.  Upon  the  expiration  or  termination  of  this
          Agreement,  other than by default by Licensee,  Licensee  shall have a
          period of one hundred eighty (180) days ("Initial  Inventory  Disposal
          Period")  following such  expiration to sell any unsold Adapted Games.
          Within  thirty  (30)  days  after  the end of such  Initial  Inventory
          Disposal  Period,  Licensee  shall  provide  Licensor  with a  second,
          itemized  statement  specifying  the quantity of unsold  Adapted Games
          still on hand.  Within  thirty (30) days after  receipt of such second
          report,  Licensor shall notify Licensee of its desired  disposition of
          the Adapted Games still on hand,  which shall be one of the following:
          (a) that the Adapted  Games are to be  destroyed  by  Licensee  within
          thirty (30) days of such  notification;  or (b) that Licensee shall be
          given an  additional  ninety  (90)  days  ("Final  Inventory  Disposal
          Period") in which to sell such  Adapted  Games  still on hand.  If any
          Adapted  Games  still  remain  on hand  at the end of such  additional
          ninety (90) day period,  such  Adapted  Games  shall be  destroyed  by
          Licensee  within  thirty (30) days of the end of such Final  Inventory
          Disposal  Period.  All provisions of this Agreement shall apply to the
          Adapted  Games sold during the Initial  and Final  Inventory  Disposal
          Periods.

     12.3 Continuation of Agreement.  Except to permit the sale of Adapted Games
          on hand at the  expiration  or  termination  of  this  Agreement,  the
          Initial and Final Inventory  Disposal Periods are not to be considered
          as extensions of the term of this Agreement.  However, as set forth in
          Sections 11.3, 12.1 and 12.2 herein,  Licensee may continue to use the
          Licensed  Properties in connection  with the sale of the Adapted Games
          during the Initial and Final Inventory Disposal Periods.



                                     - 9 -
<PAGE>


13.  PROPRIETARY INFORMATION

     13.1 Proprietary  Information.  Licensor and Licensee  acknowledge that all
          the following  information  constitutes  confidential  and proprietary
          information of the party who discloses it ("Proprietary Information"):

          (a)  Any information  disclosing any of the business  practices of the
               disclosing party, including, without limitation,  customer lists,
               pricing  and  marketing   practices,   licensing   revenue,   and
               relationships with customers;

          (b)  Any information  embodied in software code, which is delivered by
               one party to the other in connection with this Agreement;

          (c)  The Licensed Properties, to the extent not publicly known; and

          (d)  All of the terms and conditions of this Agreement.

     13.2 Confidentiality.   Each  party   acknowledges   that  the  Proprietary
          Information has been delivered to it by the disclosing  party only for
          the limited  purposes set forth  hereunder,  and that the unauthorized
          disclosure  of  any of  the  Proprietary  Information  will  harm  the
          disclosing  party.  Each party will keep all  Proprietary  Information
          confidential, will not disclose it or permit it to be disclosed in any
          form to any person or entity  other than as permitted  hereunder,  and
          will use every reasonable effort to ensure that its employees,  agents
          and other third parties to whom access to the Proprietary  Information
          is given respect the obligations of confidentiality  set forth herein.
          All  obligations  of  confidentiality  will survive the  expiration or
          termination of this Agreement.  Upon expiration or termination of this
          Agreement,  and upon  written  request by the  disclosing  party,  the
          receiving  party will  return to the  disclosing  party all  writings,
          drawings,  models, data and other materials,  constituting or relating
          to the Proprietary  Information  obtained from said disclosing  party.
          This does not apply to  information  otherwise  publicly  available or
          obtained independently of the relationship created by this Agreement.

     13.3 Remedies.  Each party  acknowledges  and  agrees  that  disclosure  or
          unauthorized  use of the  Proprietary  Information  of the  disclosing
          party by the receiving party,  its employees,  agents and contractors,
          would  cause  the  disclosing  party  irreparable  harm for  which its
          remedies at law will be inadequate; and the disclosing party will have
          the right, in addition to any other remedies  available to it, to seek
          immediate  injunctive relief to enjoin any breach or threatened breach
          of the receiving party's  obligations of confidentiality  set forth in
          this Section 13.


                                     - 10 -
<PAGE>


14.  GENERAL PROVISIONS

     14.1 Governing  Law. This  Agreement  shall be governed by,  subject to and
          construed under the laws of the State of New York, USA, without regard
          to such state's conflicts of laws rules.  Unless waived by Licensor in
          writing for the particular  instance,  the sole jurisdiction and venue
          for actions  related to the subject  matter  hereof  shall be the U.S.
          Federal District Court for the Eastern District of New York.

     14.2 Damage Limitation.  Neither party shall be liable to the other for any
          indirect,  special,  consequential or incidental damages, whether such
          claims arise in tort or  contract,  even if such party shall have been
          advised of the possibility of such damages.

     14.3 Waiver.  No  waiver  of any  right,  obligation  or  default  shall be
          implied, but must be in writing,  signed by the party against whom the
          waiver is sought to be  enforced.  One or more  waivers  of any right,
          obligation  or  default  shall  not be  construed  as a waiver  of any
          subsequent right, obligation or default.

     14.4 Entire  Agreement.  This Agreement  constitutes  the entire  Agreement
          between the parties relating to the subject matter thereof.  All prior
          negotiations,   representations,  agreements  and  understandings  are
          superseded  by this  Agreement.  Neither  party  shall be bound by any
          definition, condition, warranty, representation, modification, consent
          or waiver other than as expressly stated herein unless it is set forth
          in writing executed by the party to be bound.

     14.5 Assignment.  It is expressly  understood  that this Agreement shall be
          freely  assignable  and  transferable  by Licensor  subject to written
          notification to Licensee of such assignment or transfer. It is further
          understood  that the license granted herein is personal in nature and,
          without the written consent of Licensor,  shall not be assignable to a
          third party by any action of Licensee or by  operation of law, and any
          attempt by Licensee to so assign this  Agreement  without such consent
          shall be null and void and shall terminate this Agreement.

     14.6 Force Majeure.  The  obligations  of Licensee and Licensor  hereunder,
          except for the payment of  royalties,  are  subject to and  contingent
          upon the absence of interferences or  interruptions,  such as strikes,
          riots, war, invasion, fire, explosion, accident,  earthquakes,  delays
          in  carriers,  acts of God and all other  delays  beyond the  parties'
          reasonable control,  and any interference with an obligation of either
          of the  parties  by any  such  reason  shall  not be  deemed  a breach
          thereof.

     14.7 No Joint Venture.  The parties,  by this  Agreement,  do not intend to
          create a partnership, principal/agent, master/servant or joint venture
          relationship,  and nothing in this  Agreement  shall be  construed  as
          creating such a  relationship  between the parties.  Neither party nor
          its agents or employees are the representatives of the other


                                     - 11 -
<PAGE>


          party for any purpose except as expressly set forth in this Agreement,
          and neither party has the power or authority as agent, employee or any
          other  capacity to  represent,  act for,  bind or otherwise  create or
          assume any  obligation  on behalf of the other  party for any  purpose
          whatsoever.

          IN WITNESS  WHEREOF,  this Agreement was executed by the parties as of
     the day and year first above written.

     THE TETRIS COMPANY, L.L.C. (Licensor)

     By: /s/
         -------------------------------
         Maryann S. Huhs
         Managing Director


     ISES CORPORATION (Licensee)

     By: /s/
         -------------------------------
         Dean R. Grewell III
         President


                                     - 12 -
<PAGE>


                                   APPENDIX A

     The full Copyright and Trademark Notice for In-Flight Tetris:

     Tetris(R); (C)Elorg 1987
     In-Flight Tetris(TM); (C)Elorg 1999
     Tetris Logo by Roger Dean; (C)The Tetris Company 1997
     All Rights Reserved
     Original Concept & Design by Alexey Pajitnov
     Tetris(R) and  In-Flight  Tetris(TM) licensed  to The  Tetris  Company  and
     sublicensed to ISES Corporation

     The short Copyright and Trademark notice for In-Flight Tetris:

     Tetris(R); (C)Elorg 1987.  In-Flight Tetris(TM); (C)Elorg 1999
     Tetris Logo by Roger Dean; (C)The Tetris Company 1997
     All Rights Reserved

     In addition,  Licensee shall ensure that the Tetris logo,  which logo shall
     be provided by  Licensor  to  Licensee  separately,  appears in a prominent
     place on all packaging for the Adapted Game.


                                     - 13 -