New information technologies are seen as likely to be especially effective in providing meaningful and intrinsically motivated contexts for integrated and purposive learning of mathematical principles; and a wide array of recent scientific research efforts within psychology, education, and computer science documents the potentially major educational benefits of thoughtful uses of computers in education. This Small Business Innovation Research Phase II project conducted by Sparkle Productions, Inc. will address the demand for high quality, innovative, educational software capable of significantly increasing both the motivation to learn about mathematics and the depth of mathematics learning in children. Phase I results indicated that the development of such software is technically feasible and that both teachers' and children's ratings of the prototype materials developed compared very favorably with current offerings in this market. In addition, the results suggested that the present design approach may have special appeal to girls inasmuch as an effort was made to redress the balance, i.e., most computer-based mathematics activities have proved much more interesting and motivating for boys; thus contexts, themes, icons, formats, and other features were selected with the aim of being of interest to both genders equally or of interest particularly to girls. The objective of the Phase II effort will be to leverage the Phase I results obtained and to continue development of a multifaceted educational software product that teaches children mathematics in the context of visiting and exploring cities. As such, the research in Phase II will be devoted to the further development of the Phase I conceptual prototype into a complete software prototype, which can then be more fully evaluated by educators and students. It is expected that the effort will further support the successful preliminary results from the Phase I research and will therefore yield promising approaches f or the creation of commercially viable educational software products for the teaching of mathematics. Further, it is expected that the design techniques developed in this effort can potentially be leveraged for the design and development of educational software products for other domains as well. The proposed research will further understanding of effective designs for educational software for mathematics learning. Commercialization of the designs into innovative education software offerings can address the demand for educational software in the home, anticipated to be a billion dollar market by the end of the decade. Moreover, this software may prove of special appeal to girls, a largely untapped half of this market.