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                                                                  EXHIBIT 10.12

                                   ACQUISITION NOTE

July 30, 1997
Toronto, Ontario

MATURITY DATE: July 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 July 1, 2007.

The Principal Sum from 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 enure to the benefit of the Holder
(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 withhold) 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 that
this promissory note and any payment due hereunder may be extended from time to
time by the Holder without in any way affecting the liability of the Maker.

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The Maker agrees to pay to the Holder 100% of Gross Receipts, as defined in the
offering memorandum of the Maker dated May 30, 1997 (the "Offering Memorandum"),
on an annual basis, until all of the interest owing under this promissory note
is paid in full, 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 July
30, 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 30th day of July, 1997.

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

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