IVI PUBLISHING, INC.

                             7500 Flying Cloud Drive
                           Minneapolis, MN 55344-3739


November 9, 1997


Mr. Robert N. Goodman
1526 37th Avenue East
Seattle, WA  98112-3844

Dear Robert:

On behalf  of Mike  Brochu,  Chairman,  and the  other  members  of the Board of
Directors of IVI Publishing, Inc., we are enthusiastic in extending you a formal
offer of employment to join our team as President and Chief  Executive  Officer.
Your  work  experience,  personality,  management  style  and  knowledge  of the
industry  are ideal  characteristics  for this key  leadership  role.  It is our
belief that IVI will offer you a challenging  opportunity  to grow a significant
enterprise and to build significant personal wealth.

Position:          President, Chief Executive Officer and Member of the Board of
                   Directors

Full time
Effective Date:    November 24, 1997

Company Locations: Corporate Headquarters in Seattle; the Company maintains a 
                   commitment to its core group of employees in Eden Prairie, 
                   Minnesota.

Possible Name
Change:            The Board is supportive of a name change as soon as possible.
                   The Board would entertain your ideas about a possible change 
                   in the Company's name.

Equity Incentives:

    Common Stock
    Options:       Options to purchase Common Stock--Options to purchase 450,000
                   shares of the Company's common stock with an exercise price 
                   per share equal to the Company's closing price no later than
                   the full-time effective day of your employment with the 
                   Company.  The term of the options will be ten years.
                   The Company could fix the stock exercise price earlier if you
                   become a part-time employee of the Company while you 
                   concurrently complete your current employment commitment.  
                   Assuming you agree to become a part-time employee effective 
                   immediately, the Company would establish the exercise price 
                   per share of the options in accordance with the effective 
                   date of your part-time employment.

                  The vesting of a total of 150,000 shares would be as follows:

                  o        37,500 after completion of one year of employment

                  o        Thereafter, the remaining 112,500 shares will vest on
                           a continuous basis over the subsequent three years at
                           a rate of 3,125 shares per month.

                  Subject  to your  continued  employment  and in the event of a
                  "change  in  control,"  all of these  unvested  options  would
                  accelerate and immediately vest.

<PAGE>
                  The  remaining  300,000  shares  will vest  after  five  years
                  assuming  that you  continue to serve as  President  and Chief
                  Executive  Officer of the Company.  In addition,  the exercise
                  date would be accelerated under the following circumstances:

                                              1) The Effective Price in a
                                              "Change of Control" Event or
                                              2) the Close Price
                                              of the Company Common Stock for 40
                  Additional Number of        Consecutive Trading Days Equals or
                  Shares Subject to           Exceeds
                  Exercise Acceleration

                               25,000                           $5.00
                               25,000                           $6.00
                               25,000                           $7.00
                               25,000                           $8.00
                               25,000                           $9.00
                               25,000                          $10.00
                               30,000                          $11.00
                               30,000                          $12.00
                               30,000                          $13.00
                               30,000                          $14.00
                               30,000                          $15.00

                  The options will be exercisable  only if you continue to be an
                  employee  of the Company on the date of  exercise,  or 90 days
                  after your termination as an employee of the Company.

Cash Compensation:  Base Salary--$180,000 annually, subject to annual 
                    adjustments, as appropriate, in accordance with performance 
                    reviews (no downward adjustments).

Cash Incentives
Tied to  Performance:  Annual cash bonuses of up to 50% of annual base salary 
                       tied to  achievement of milestones  and  financial   
                       objectives as mutually agreed to between the Company's 
                       Board of Directors and you.

                  Within  60 days of your  employment  and with  input  from the
                  other  members  of the Board of  Directors,  we will  agree on
                  specific  milestones to be  accomplished  within 1998. We look
                  forward to  recommendations  and significant input from you as
                  to the structure and content of these objectives.

                  $35,000 of the  potential  annual  cash bonus for 1998 will be
                  guaranteed  and  paid to you on your  first  full-time  day of
                  employment with the Company.

Vacation and
Fringe Benefits:  In accordance with Company policies.

Employment:       We will develop an employment agreement as soon as possible 
                  including definitions of  termination "with cause," a 
                  non-compete provision, a nonsolicitations provision, and
                  other details typical of employment agreements.

In  conclusion,  I would be pleased to answer any  questions  which you may have
about this offer and/or any Company matter.

Please  evidence your  acceptance of this offer by signing each of the two offer
letters and then returning one to me in the next few days.

The Board  members  of IVIP look  forward to  working  with you to  realize  the
exciting current and potential future opportunities of the Company.

Regards,

/s/ Timothy I. Maudlin
Timothy I. Maudlin
Acting President and
Chief Executive Officer
                                              I accept this offer.

                                              /s/ Robert N. Goodman

                                              Acceptance Date:  November 9, 1997