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                                                                  EXHIBIT 10.13

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                        HEARTSOFT II 1997 LIMITED PARTNERSHIP

                                ASSUMPTION AGREEMENT

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  THIS AGREEMENT made as of the 30th day of July, 1997

  AMONGST:

         HEARTSOFT II 1997 LIMITED PARTNERSHIP, a limited partnership formed
         pursuant to the laws of the !Province of Ontario (hereinafter referred
         to as the "Partnership")

                                                               OF THE FIRST PART

                                        -AND-

         HEARTSOFT INC., a company formed under the laws of the State of
         Delaware (hereinafter referred to as the "Vendor")

                                                              OF THE SECOND PART

                                        -AND-

         EACH PARTY who has been or from time to time may be accepted as a
         limited partner in the Partnership, or who is a successor to any such
         parry (hereinafter individually referred to as a "Limited Partner" and
         collectively referred to as "the Limited Partners")

                                                              OF THE THIRD PART

WHEREAS the Partnership intends to acquire from the Vendor an undivided 15%
interest in and to the HEARTSOFT K:8 LIBRARY, a set of 50 education software
programs, pursuant to the terms of a software agreement (the "Software
Agreement") dated July 30, 1997;

AND WHEREAS in partial satisfaction of the purchase price for the Computer
Programs, the Partnership intends to execute and deliver to the Vendor an
acquisition note (the "Acquisition Note") in the maximum principal amount of
$1,225,000;

AND WHEREAS the Partnership intends to accept subscriptions for a maximum of
1,750 units (the "Units") in the Partnership;

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Assumption Agreement                                                    Page 2
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AND WHEREAS in partial satisfaction of the purchase price for the Units, each of
the Limited Partners has agreed to assume his or her pro rata share of the
Acquisition Note;

NOW THEREFORE in consideration of the payment of the sum of One Dollar ($1.00),
and other good and valuable consideration, the receipt of which is hereby
acknowledged, and of the premises and mutual covenants contained herein, the
parties hereto agree as follows:

1.   Each of the Limited Partners hereby irrevocably agrees to pay to the Vendor
his or her pro rata share of the Acquisition Note in accordance with its terms.

2.   In consideration of the assumption by the Limited Partners of all of the
obligations of the Partnership under the Acquisition Note, the Vendor hereby
releases and discharges the Partnership from all liability under the Acquisition
Note.

3.   Each Limited Partner hereby irrevocably directs the Partnership to pay to
the Vendor 100% of his or her share of Gross Receipts, as defined in the
offering memorandum of the Partnership dated May 30, 1997 (the "Offering
Memorandum"), on a quarterly basis, until all of the interest owing under the
Acquisition Note is paid in full, and to pay to the Vendor 45% of Distributable
Cash (as defined in the Offering Memorandum) until all principal owing under the
Acquisition Note is paid in full.

4.   The Vendor may not further assign, transfer, pledge, hypothecate, grant a
security interest in or otherwise encumber the Acquisition Note or this
agreement without the express written consent of the Partnership and each of the
Limited Partners, which consent may be unreasonably withheld.

5.   In the event that a Limited Partner sells, transfers or assigns his or her
units in the Partnership, such Limited Partner shall also be entitled to assign
or transfer his or her obligations under the Acquisition Note, provided that:

      (a) such transfer is made in accordance with the terms of the Partnership
          agreement; and

     (b)  the transferee assumes all of the transferor's obligations under the
          Acquisition Note and this agreement.

6.   Nothing contained herein shall be construed as making any Limited Partner
liable to the Vendor for any amount greater than such Limited Partner's pro rata
share of the Acquisition Note, nor as releasing or limiting the liability of the
Partnership from any other liabilities to the Vendor under the Software
Agreement.

7.   This agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and other
legal representatives, successors and assigns.

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Assumption Agreement                                                    Page 3
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8.   This agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein, and
the parties hereto irrevocably attorn to the jurisdiction of the courts of the
Province of Ontario.

9.   This agreement may be executed In two or more counterparts, with the same
effect as If all parties hereto had signed the same document- This agreement may
also be adopted In any subscription forms, transfer and assignment form or
similar instruments signed by a Limited Partner or his attorney, with the same
effect as if such Limited Partner had executed a counterpart of this agreement.
All counterparts and adopting instruments shall be construed together 2nd shall
constitute one and the same agreement.

IN WITNESS WHEREOF this agreement has been executed as of the date and year
first above written.

                                    HEARTSOFT 111997 LIMITED PARTNERSHIP, BY ITS
                                    GENERAL PARTNER,
                                    CVI LP MANAGEMENT INC.

                              Per:  /s/ Greg Coleman
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                                    Greg Coleman - President



                                    HEARTSOFT INC.

                                    Per: /s/ Benjamin Shell
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Signature of Witness                Signature of Limited Partner

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Name of Witness                     Name of Limited Partner