Exhibit 10.15


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

               IN-FLIGHT ENTERTAINMENT SOFTWARE LICENSE AGREEMENT



Customer:      AOM
               Batiment 363
               BP 854
               94551 ORLY AEROGARE CEDEX
               FRANCE


Contact:       Sophie Troel / Product and Services Manager tel: 33 149 79 29 13
               fax: 33 149 79 10 11   stroel@aom-minerve.fr

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


                          GENERAL TERMS AND CONDITIONS

1.   PRODUCTS

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

2.   DESIGNATED HARDWARE

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

3.   USE

Customer may use the Products only in and for Customer's  own internal  purposes
in providing in-flight entertainment to passengers. Customer will not permit any
other person to use the Products,  whether on a  time-sharing  or other multiple
user arrangement. Customer may install the Software or Enhancements on a network
or other  multi-user  computer system  specified in the Product Schedule and use
the  Designated  Hardware  to provide  file  services  to  Customer's  in-flight
entertainment  consoles,  up to the  number of seats  specified  in the  Product
Schedule.  Customer may make a reasonable  number of back-up  archival copies of
the Software and Enhancements.  Customer will reproduce all  confidentiality and
proprietary  notices on each of these copies and maintain an accurate  record of
the  location  of each of  these  copies.  Customer  will  not  otherwise  copy,
translate,  modify,  adapt,  decompile,  disassemble  or  reverse  engineer  the
Products,  except as and to the extent expressly authorized by applicable law or
with the prior approval of ISES.

4.   PAYMENT

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


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Customer is required to withhold  any tax on such  payments,  then the amount of
the payment will be automatically  increased to totally offset such tax, so that
the  amount  actually  remitted  to ISES,  net of all  taxes,  equals the amount
invoiced or otherwise due. Customer will promptly furnish ISES with the official
receipt of payment  of these  taxes to the  appropriate  taxing  authority.  Any
amount  not paid when due will  accrue  interest  at the rate of 1.5% per month.
Customer will pay such interest when remitting the principal amount to ISES.

5.   SHIPMENT

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

6.   MAINTENANCE AND SUPPORT

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

(b) "Hot-Line"  Support.  During the Warranty Period and any Maintenance  Period
for which  Customer  has paid,  ISES will  provide  Customer,  at no  additional
charge, with advice, consultation and assistance to use the Product and diagnose
and correct problems that Customer may encounter (the "Hot-Line Support").  ISES
will offer the Hot-Line Support  remotely by telephone,  fax or other electronic
communication during its business hours, 8:00 am to 5:00 pm C.S.T. Customer will
bear all telephone and other  expenses that it may incur in connection  with the
Hot-Line  Support.  ISES may offer  on-site  support to Customer  at  additional
charges.


Hot-Line Contact Information:

         Contact: Tony Hoffman
         Address: ISES Corp.
                  2600 72nd St., Suite C
                  Des Moines, IA 50322
         Phone:   (515) 331-0560
         Fax:     (515) 331-3901
                  Email:  tony@ises-amp.com

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

7.   WARRANTIES AND REMEDIES

(a) Limited Warranty. ISES warrants that (i) the Software will conform to ISES's
published  specifications  in effect on the date of delivery,  (ii) the Software
will perform substantially as described in the accompanying Documentation for 90
days after  delivery of the Product,  and (iii) from the date of delivery of the
Product by ISES until  December 31,  2000,  the  Products  will  record,  store,
process and present  calendar dates falling on or after December 31, 1999 in the
same  manner and with  substantially  the same  functionality  as such  Products
record,  store,  process and present  calendar dates falling before December 31,
1999,  (iv) it will perform any  maintenance  and support  services  pursuant to
Section 6 with reasonable  care and skill.  Customer  acknowledges  that (i) the
Products  may not satisfy all of  Customer's  requirements,  (ii) the use of the
Products may not be  uninterrupted or error-free and (iii) this limited warranty
will be not  apply  in  case of any  Customer  Modifications.  Customer  further
acknowledges that (i) the License Fee and other charges  contemplated under this
Agreement  are based on the limited  warranty,  disclaimers  and  limitation  of
liability  specified  in  Sections  7, 8 and 9 and (ii)  such  charges  would be
substantially higher if any of these provisions were unenforceable.

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

(c) Limitations.  The warranty  provided in this Section 7 will not apply to the
extent  that the  breach of  warranty  or Product  defect is not  brought to the
attention of ISES during the applicable warranty period or arises as a result of
(i)  failure to  properly  install or use the  Product  in  accordance  with its
documentation,  (ii) failure of the operating  environment or hardware  failure,
(iii)  modification of the Products other than by ISES, (iv) failure to promptly
install an Update  provided to the  Customer by ISES that would have  eliminated
the defect,  (v) use of the Products  with  ambiguous  date related data or in a
Year 2000  non-compliant  operating  environment or (vi) the  combination of the
Products with other items not provided by ISES, but only if the breach


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would  not have  occurred  from use of the  Product  alone  with the  Designated
Hardware existing as of the date of this Agreement.

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

8.   INDEMNITY

(a) Indemnity.  If an action is brought against Customer claiming that a Product
infringes a presently issued U.S. patent,  or a copyright or trade secret,  ISES
will defend Customer at ISES's expense and,  subject to this Section and Section
9,  pay  the  damages  and  costs  finally  awarded  against   customer  in  the
infringement  action,  but only if (i)  Customer  notifies  ISES  promptly  upon
learning  that the claim might be asserted,  (ii) ISES has sole control over the
defense of the claim and any  negotiation  for its  settlement or compromise and
(iii) Customer provides ISES with full cooperation in the investigation, defense
and  settlement of such claim as ISES may  reasonably  require,  providing  that
Customer  shall be  reimbursed  all of its  reasonable  out of  pocket  expenses
incurred as a result.

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

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

9.   NO CONSEQUENTIAL DAMAGES

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

10.  OWNERSHIP

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

11.  CONFIDENTIALITY

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

(b) Disclosure. Customer will not disclose, in whole or in part, any item of the
Products that has been designated as  confidential to any individual,  entity or
other person, except (i) to those of Customer's employees or consultants who (x)
require  access for  Customer's  authorized use of the Products and (y) agree to
comply with the use and non-disclosure  restrictions  applicable to the Products
under this  Agreement.  Customer  shall cause any employee or consultant who has
access  to the  source  code  of  the  Software  to  expressly  acknowledge  its
confidential and proprietary nature. Customer acknowledges that any unauthorized
use or


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disclosure of the Products may cause  irreparable  damage to ISES, its licensors
and ISES. If an unauthorized use or disclosure occurs, Customer will immediately
notify ISES and take, at Customer's expense, all steps which may be available to
recover  the  Products  and to  prevent  their  subsequent  unauthorized  use or
dissemination.

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

12.  TERM AND TERMINATION

(a) Term.  This agreement  will become  effective as of the date set forth below
and  continue in effect for an initial  term of 12 months (the  "Term"),  unless
otherwise   terminated   pursuant  to  Section   12(b).   This   Agreement  will
automatically  renew for additional terms of 12 months each, unless either party
provides the other with written notice of its intention not to renew at least 45
days prior to the expiration of the Term or any renewal thereof.

(b)  Termination   for  Cause.   Either  party  may  terminate  this  Agreement,
immediately   upon  notice  to  the  other   party  and   without   judicial  or
administrative  resolution, if the other party or any of its employees or agents
breach any term or condition  hereof and such breach is not cured within 60 days
after receipt of notice specifying the breach and demanding its cure;  provided,
however, that a cure period shall be applicable to a breach of Sections 10 or 11
only if such breach is, in the non-breaching party's opinion, reasonably capable
of cure.  This Agreement will  terminate  automatically  if either party becomes
insolvent  or  enters  into  bankruptcy,  suspension  of  payments,  moratorium,
reorganization  or any other proceeding that relates to insolvency or protection
of creditors' rights. Upon the termination of this Agreement for any reason, all
rights granted to Customer  hereunder will cease, and Customer will promptly (i)
purge the  Software and  Enhancements  from the  Designated  Hardware and all of
Customer's other computer  systems,  storage media and other files, (ii) destroy
the Products and all copies thereof and (iii) deliver to ISES a letter signed by
an officer of Customer  which  certifies  that  Customer has complied with these
termination obligations. Upon termination of this Agreement by Customer pursuant
to Section  12(c),  ISES shall  refund to Customer the  pro-rated  amount of the
then-paid  license  fee  or  maintenance  fee  for  the  remaining  term  of the
Agreement.  The  provisions  of  Sections  7, 8, 9, 10, and 11 will  survive the
termination of this Agreement.

13.  INSPECTION

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

14.  ASSIGNMENT

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

15.  EXPORT CONTROLS

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

16.  MISCELLANEOUS

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



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



ISES Corporation                            AOM
---------------------------                 -----------------------------
("ISES")                                    ("Customer")

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

Name:  Mark Malinak                         Name:  P. G. Pailleret
       --------------------                        ----------------------

Title: VP Sales                             Title: Chief Operating Officer
       --------------------                        ----------------------

Date:  4/19/00                              Date:  4/27/00
       --------------------                        ----------------------




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PRODUCT SCHEDULE



Software:       ISES AifSoft(TM)Travel Kit Game Suite consisting of the
                following ten (10) games:

                1.       Solitaire
                2.       Backgammon
                3.       Othello
                4.       Tetris
                5.       Twins Cafe Match game
                6.       Zero G
                7.       Chinese Solitaire
                8.       Hangman
                9.       Professional Gold Digger
                10.      Draw Poker

Computer Platform:         Rockwell Collins TES Core D

Designated Hardware (S/N): Rockwell Collins TES

Designated Aircraft:       [Confidential  Treatment has been  requested for this
                           portion of this Exhibit]

Cabin Deployment:          Full cabin deployment

Annual License Fee:        [Confidential Treatment has been requested for this
                           portion of this Exhibit]

Installation Fee:          [Confidential Treatment has been requested for this
                           portion of this Exhibit]

Payment Due Date:          Upon receipt of invoice

AOM is  responsible  for  [Confidential  Treatment  has been  requested for this
portion of this Exhibit].

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

Custom Content Services:

1.   Logo graphic provided by AOM on game startup screens and card backs.

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

2.   Language text  modifications  for and associated  "help" screens to French.
     AOM to provide  translation for  Professional  Gold Digger,  Draw Poker and
     Chinese Solitaire questions/answers, if new questions are required.

3.   New Trivia questions, if required.

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







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