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                                                                   EXHIBIT 10.8

                                   ACQUISITION NOTE

May 16,1997
Toronto, Ontario

MATURITY DATE: May 1, 2007

FOR VALUE RECEIVED, the undersigned (the "Maker") acknowledges itself indebted
to and promises to pay to Heartsoft Inc. (the "Holder") on the dates specified
below at 225 Richmond Street West, Suite 400, Toronto, Ontario, M5V I W2 (or at
such other place as the Holder may from time to time designate in writing to the
Maker), the principal sum of $1,225,000 (one million two hundred twenty five
thousand dollars) (the "Principal Sum") in lawful money of Canada, together with
interest thereon as set forth herein.

The Principal Sum Plus all accrued and unpaid interest thereon shall be due and
payable by the Maker to the Holder in full on May 1, 2007.

The Principal Sum front time to time outstanding shall bear interest from and
after the date hereof at the rate of five percent (5%) per annum, payable in
U.S. dollars, compounded annually both before and after demand, default,
maturity and judgment with interest on overdue principal and interests at the
same rate until the date of payment in full The Maker shall pay all accrued and
unpaid interest on the principal amount outstanding from time to time, annually,
in arrears, on or before January 30 of each year.

In the event that the Maker defaults in payment of any sum due hereunder, and
fails to correct that default within 30 days of receiving written notice from
the Holder, the Principal Sum then outstanding together with accrued but unpaid
interest may, at the Holder's option, be accelerated and immediately become due
and payable in full, with interest thereon from such date at the rate as
specified herein.

So long as the Maker is not in default in the making of any payment due
hereunder, it shall have the right to prepay at any time and from time to time
all or any part of the Principal Sum then outstanding, and any interest thereon,
without notice, bonus or penalty, provided that the right of the Maker to make
any such prepayments shall be conditional upon payment by the Maker to the
Holder of all accrued and unpaid interest owing in respect of the Principal Sum
to the date of any Such prepayment.

The provisions of this promissory note shall entire to the benefit of the I
leader (who may not transfer, assign, pledge or otherwise encumber this
promissory note without the express written consent of the Maker, which consent
may be unreasonably withheld) and shall be binding upon the Maker and its
successors and assigns. The Maker hereby waives presentment, protest, demand,
notice of protest and notice of dishonor of this promissory note and expressly
agrees

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that this promissory note and any payment due hereunder may be extended front
time to time by the Holder without in any way affecting the liability of the
Maker.

The Maker agrees to pay to the Holder 100% of Gross Receipts, as defined in the
offering memorandum of the Maker dated March 15, 1997 (the "Offering
Memorandum"), on an annual basis, until all of the interest owing under this
promissory note is paid in fall, and to pay to the Holder 44% of Distributable
Cash (as defined in the Offering Memorandum) until all principal owing under
this promissory note has been paid in full.

This promissory note is issued by the Maker and accepted by the Holder as
partial payment of the consideration due under a software agreement dated May
16, 1997, between the Maker and the Holder, and this promissory note is subject
to the terms and conditions of that agreement.

This promissory note shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.

EXECUTED at Toronto, Ontario this 16th day of May 1997.

                                        HEARTSOFT 1997 LIMITED
                                        PARTNERSHIP, BY ITS GENERAL PARTNER,
                                        CVI LP MANAGEMENT INC.

                                        Per:  /s/ Greg Coleman
                                              -------------------------------
                                              Greg Coleman - President