Confidential Motorola/ISES SDA Signature Copy Confidential Exhibit 10.9 SOFTWARE DEVELOPMENT AGREEMENT This Agreement, effective as of the date of the last signature hereto, is entered into between Motorola, Inc., having an office located at 6501...

Confidential
Motorola/ISES SDA
Signature Copy
Confidential                      Exhibit 10.9

                         SOFTWARE DEVELOPMENT AGREEMENT

This  Agreement,  effective  as of the date of the  last  signature  hereto,  is
entered into between  Motorola,  Inc.,  having an office located at 0000 Xxxxxxx
Xxxxxx Xxxxx Xxxx,  Xxxxxx,  Xxxxx  00000-0000,  (Motorola),  and  International
Systems  Entertainment  Software,  Inc.  having an office  located  at 0000 00xx
Xxxxxx X. Xxx Xxxxxx Xxxx,  (ISES).  ISES and Motorola may be referred to herein
as a Party or Parties as the case may require.

WHEREAS,  Motorola 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.

NOW THEREFORE, the parties agree as follows:

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