EXHIBIT 10.13


                          FULL RECOURSE PROMISSORY NOTE

$ 32,837.50

                                                                   June 17, 2002


     FOR VALUE RECEIVED, Paul McDonald ("Payor") hereby promises to pay to THE
ARISTOTLE CORPORATION, a Delaware corporation ("Payee"), the principal sum of
$32,837.50 on the earlier of (i) June 16, 2005 or (ii) the date which is sixty
days following the termination of employment of Payor with Payee or any of its
affiliated companies for any reason whatsoever other than the death or permanent
disability of Payor or (iii) the date which is six months following the
termination of employment of Payor with Payee or any of its affiliated companies
as a result of the death or permanent disability of Payor, in any case together
with interest on the unpaid balance of said principal sum from the date hereof
until this Note is paid in full at a rate per annum equal to 6.00%. Interest
shall be payable annually on December 30 of each year of this Note, commencing
December 31, 2002, and at maturity. Principal and interest under this Note shall
be paid in lawful money of the United States at Payee's offices at 96 Cummings
Point Road, Stamford, Connecticut 06902.

     In the event that Payor defaults in the payment of any interest hereunder
when due, and such default is not cured within ten days after written notice
thereof by Payee to Payor, then the entire unpaid principal balance of this
Note, with all interest accrued thereon, shall, at Payee's option, be and become
immediately due and payable.

     Protest and notice of non-payment and protest are hereby waived by the
undersigned and every endorsor or guarantor hereof. The acceptance by Payee of
any payment made hereunder after the time when due shall not establish a custom,
or waive any rights of Payee to enforce prompt payment hereof.

     Payor shall be entitled to prepay all or any portion of the principal of
this Note, together with accrued interest, without the imposition of any premium
or penalty.

     As collateral security for the payment of principal and interest when due
on this Note, Payor hereby pledges to Payee 7,100 shares of Common Stock, par
value $.01 per share, and 7,100 shares of Series I Preferred Stock, par value
$.01 per share, of Payee (the "Shares") as to which Payor represents to Payee
that Payor is the owner thereof, free and clear of all liens, claims, and
encumbrances. Notwithstanding the foregoing, unless Payor defaults under this
Note, Payor shall



retain all rights of ownership of the Shares, provided, however, that so long as
any amount of this Note remains outstanding, Payor shall not sell, assign,
transfer, pledge or encumber the Shares. In the event of a default by Payor
hereunder, Payee may exercise all of its rights as to the Shares, as well as any
other remedy which may be available to Payee.




                                                 /s/ Paul McDonald
                                                 ---------------------
                                                 [Payor] Paul McDonald