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                                                                     EXHIBIT 4.7

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
EITHER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED
FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

IVI PUBLISHING, INC.

$___________                           November 22, 1996
                                       (Date of Issue)

    1.   The Convertible Debenture.  IVI Publishing, Inc., a Minnesota
corporation (the "Company"), for value received, hereby promises to pay to the
order of __________________________________ or his/her/its successors or assigns
(the "Holder"), the principal amount of _______________ Dollars ($_______),
accruing interest at the rate of 9% per annum on the unpaid principal balance
hereof outstanding from time to time.  Interest shall be computed on the basis
of a 360-day year.  Interest shall be payable quarterly in cash on the first of
each November, February, May and August of each year until final maturity at
November 22, 1999, or the earlier redemption.  Payments of principal shall be
made in lawful money of the United States of America at the principal office of
the Holder of this Convertible Debenture.

    2.   Subordination; Security.  The Company covenants and agrees, and each
Holder of the Convertible Debenture by acceptance thereof covenants and agrees,
that the payment of the principal of and the interest on the Convertible
Debenture is hereby expressly subordinated and made subject to the prior payment
in full of all debt created, incurred, assumed, or guaranteed by the Company in
connection with the borrowing of money from or guaranteed to banks or other
financial institutions and all renewals, extensions and refunding thereof,
provided that any debt shall not be senior to holders of Convertible Debentures,
if the instrument creating or evidencing any such debt or pursuant to which such
debt is outstanding, provides that such debt, or such renewal, extension or
refunding thereof, is junior or not superior in right of payment to the
Convertible Debentures (the "Senior Debt").  The terms of this Convertible
Debenture are subject to the terms of the Security Agreement and Inter-Creditor
Agreement dated as of November 22, 1996 which provides, among other things, that
this Convertible Debenture is secured by all of the tangible and intangible
assets of the Company, except the Company's equity interest in America's Health
Network which is restricted from being mortgaged or pledged.  As to its equity
interest in America's Health Network, the Company has agreed not to seek waivers
of such restrictions and not to mortgage or pledge its America's Health Network
interest to any other party.  Fredrikson & Byron, P.A. has agreed to serve as
the Agent hereunder at the request of the parties hereto.  Investors are aware
that Fredrikson & Byron, P.A. serves as general counsel to the Company and as
counsel to the Company in connection with this


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offering, and notwithstanding such conflict have agreed to appoint Fredrikson &
Byron, P.A. as their Agent.  The Company understands that in the event of a
default of the Debentures, Fredrikson & Byron, P.A. would be obligated to
enforce the rights of the Investors which would place Fredrikson & Byron, P.A.
in an adverse position to the Company, and the Company hereby waives its rights
to object to such conflict as a client of Fredrikson & Byron, P.A.  By
acceptance of the Convertible Debenture, the Holder expressly agrees that
Fredrikson & Byron, P.A. (the "Agent") appointed in the Inter-Creditor Agreement
has the authority to execute subordination agreements on behalf of the Holder
with holders of the Senior Debt or future bank creditors.

    3.   Transferability.  The Convertible Debenture may be converted into
shares of Company Common Stock, par value $.01 per share (the "Common Stock") of
the Company pursuant to the terms of Section 6 hereof (the "Conversion Shares"),
and the Convertible Debenture and the Conversion Shares may be transferred,
subject to the following conditions.  The Holder of the Convertible Debenture,
by acceptance thereof, agrees to give written notice to the Company at least ten
(10) days before transferring or converting the Convertible Debenture, or
transferring any Conversion Shares, of such Holder's intent to do so, describing
briefly the manner of the proposed transfer or conversion.  Promptly upon
receiving such written notice, the Company shall present copies thereof to
counsel for the Company.  If, in the opinion of counsel reasonably satisfactory
in form and substance to the Company, the proposed transfer or conversion may be
effected without constituting a violation of the applicable federal and state
securities laws, such Holder shall be entitled to transfer or convert the
Convertible Debenture or to dispose of the Conversion Shares received upon
conversion of the Convertible Debenture as contemplated in the above referred to
notice provided by the Holder to the Company, provided that an appropriate
legend may be endorsed on the Convertible Debenture or the certificates for any
of the Conversion Shares with respect to restrictions on transfer thereof
necessary or advisable in the opinion of counsel reasonably satisfactory in form
and substance to the Company to prevent further transfers which would be in
violation of the securities laws or adversely affect the exemptions relied upon
by the Company in connection with the issuance of the Convertible Debenture or
the Conversion Shares.  To such effect, the Company may request that the
intended transferee execute an investment and representation letter reasonably
satisfactory in form and substance to the Company.  Upon transfer of the
Convertible Debenture or any Conversion  Shares, the transferee, by acceptance
of the Convertible Debenture or Conversion Shares, agrees to be bound by the
provisions, terms, conditions and limitations of the Convertible Debenture and
the investment and representation letter, if any, required by the Company.  If
(a) no opinion of counsel referred to in this Section has been provided to the
Company, or (b) in the opinion of such counsel the proposed transfer, conversion
or disposition of the Convertible Debenture or the Conversion Shares described
in the Holder's written notice given pursuant to this Section may not be
effected without registration or without adversely affecting the exemptions
relied upon by the Company in connection with the issuance of the Convertible
Debenture or the Conversion Shares, the Holder will limit its activities and
restrict its transfer, conversion or disposition accordingly.

    4.   Exchange of Convertible Debenture.  At any time at the request of any
Holder of the Convertible Debenture and upon compliance with the provisions of
Section 3 above and surrender of such Convertible Debenture for such purpose to
the Company at its principal office or such other office or agency as it may
authorize for such purpose, the Company at its expense (except for any transfer
tax arising out of the exchange) shall execute


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and deliver in exchange therefor a new Convertible Debenture or Convertible
Debentures, in the denomination or denominations ($1,000 and integral multiples
thereof only, plus one Convertible Debenture in a lesser denomination if
required) as such Holder may request, in an aggregate principal amount equal to
the unpaid portion of the principal amount of the Convertible Debenture
surrendered and substantially in the form thereof, dated as of the date of the
Convertible Debenture so surrendered and payable to or upon the order of such
Holder.

    5.   Replacement of Convertible Debenture.  Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of the
Convertible Debenture and in the case of any such loss, theft or destruction,
upon delivery of a bond of indemnity reasonably satisfactory to the Company if
requested by the Company, or in the case of any such mutilation, upon surrender
and cancellation of such Convertible Debenture, the Company shall issue a new
Convertible Debenture identical in form to the lost, stolen, destroyed or
mutilated Convertible Debenture.

    6.   Conversion of Convertible Debenture.

    (a)  Right of Conversion.  Subject to and upon compliance with the
provisions of Section 3 above and this Section, the Holder of this Convertible
Debenture or any Convertible Debentures issued in exchange for it shall have the
right, at the Holder's option, at any time prior to the date of final maturity
of this Convertible Debenture, to convert the principal amount of any such
Convertible Debenture, in whole or in part, into that number of fully paid and
nonassessable shares of Company Common Stock (calculated as to each conversion
to the nearest 1/100 of a share) obtained by dividing the principal amount of
the Convertible Debenture, by the conversion price on $3.25, as adjusted per
share (the "Conversion Price") and by surrender of the Convertible Debenture,
such surrender to be made in the manner provided in Subsection (b) of this
Section.

    (b)  Surrender of Convertible Debenture.  In order to exercise the
conversion privilege, the Holder of the Convertible Debenture to be converted
shall surrender such Convertible Debenture to the Company at its principal
office or at such other agency maintained for such purpose by the Company, and
shall give written notice to the Company at such office or agency that the
Holder elects to convert such Convertible Debenture specified in said notice.
Such notice shall also state the name or names, together with address or
addresses, in which the certificate or certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued.  The Convertible
Debenture surrendered for conversion shall, unless the shares issuable on
conversion are to be issued in the same name as the name of the original Holder,
be accompanied by instruments of transfer, in form reasonably satisfactory to
the Company, duly executed by each Holder or such Holder's duly authorized
attorney.  After the surrender of such Convertible Debenture, as aforesaid, the
Company shall issue and shall deliver at such office or agency to such Holder,
or on such Holder's written order, a certificate or certificates for the number
of full shares of common stock issuable upon the conversion of such Convertible
Debenture or portion thereof in accordance with the provisions of this Section.
Any fractional interest in respect of a share arising upon such conversion shall
be settled as provided in Subsection (c) of this Section.


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    (c)  Fractional Shares.  No fractional shares of Common Stock shall be
issued upon conversion of the Convertible Debenture.  Instead of any fractional
interest in a share of capital stock which would otherwise be deliverable upon
the conversion of any Convertible Debenture, the Company shall make an
adjustment therefor to the nearest 1/100 of a share in cash at the current
market price (as defined below) thereof on the day of conversion.  If more than
one Convertible Debenture shall be surrendered for conversion at one time by the
same Holder, the number of full shares issuable upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Convertible
Debentures, or specified portions thereof to be converted, so surrendered.

    7.   Call for Conversion.  The Company has the option to call in whole or
in part, thereby forcing the Holder to convert the Convertible Debenture into
Conversion Shares pursuant to the terms of Section 6, upon written notice by the
Company, provided that the closing sale price of the Company's Common Stock is
equal to or exceeds $7.50 per share for twenty (20) consecutive trading days
immediately prior to delivering the notice to Holders.

    (b)  Closing Sale Price.  For purposes of Section 7, the closing sale price
of the Common Stock shall be determined by the closing sale price as reported by
Nasdaq so long as the Common Stock is quoted on Nasdaq, and if the Common Stock
is listed on a national securities exchange, shall be determined by the last
reported sale price of the primary exchange on which the Common Stock is traded.

    (c)  Notice of Call.  In the case of any call of the Convertible
Debentures, the Company or, at its request, the Agent in the name of and at the
Company's expense shall give notice of such call for conversion to the Holders,
of the Convertible Debentures to be converted as hereinafter provided.  Notice
of conversion to the holders of Convertible Debentures shall be given by mailing
by first-class mail a notice of such conversion not less than 30 days prior to
the date fixed for conversion.  Any notice which is given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives the notice.  In any case, failure to give notice, or any
defect in such notice, to the Holder of any Convertible Debenture shall not
affect the validity of the proceedings for the conversion of Convertible
Debentures represented by any other Convertible Debenture.  Each such notice
shall specify the date for conversion, the place of conversion and the
conversion price of $3.25 per share at which each Convertible Debenture is to be
converted.

    8.   Conversion Adjustments.  The provisions of this Convertible Debenture
are subject to adjustment as provided in this Section 8.

    (a)  The Conversion Price shall be adjusted from time to time such that in
case the Company shall hereafter:

    (i)   pay any dividends on any class of stock of the Company payable in
Common Stock or securities convertible into Common Stock;
    (ii)  subdivide its then outstanding shares of Common Stock into a greater
number of shares; or
    (iii) combine outstanding shares of Common Stock, by reclassification or
otherwise;


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so the Holder of the Convertible Debenture thereafter converted may receive the
number of shares of Capital Stock of the Company which he would have owned
immediately following such action if he had converted the Convertible Debenture
immediately prior to such action.  If after an adjustment a Holder of a
Convertible Debenture upon conversion of it may receive shares of two or more
classes of Capital Stock of the Company, the Company shall determine the
allocation of the adjusted conversion price between the classes of capital
stock.  After such allocation, the conversion privilege and the conversion price
of each class of capital stock, shall, thereafter be subject to adjustment on
terms comparable to those applicable to Common Stock in this Section.

    (b)  In case of any consolidation or merger to which the Company is a party
other than a merger or consolidation in which the Company is the continuing
corporation, or in case of any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety, or in
the case of any statutory exchange of securities with another corporation
(including any exchange effected in connection with a merger of a third
corporation into the Company), there shall be no adjustment under Subsection (a)
of this Section above but the Holder of each Convertible Debenture then
outstanding shall have the right thereafter to convert such Convertible
Debenture into the kind and amount of shares of stock and other securities and
property which he would have owned or have been entitled to receive immediately
after such consolidation, merger, statutory exchange, sale, or conveyance had
such Convertible Debenture been converted immediately prior to the effective
date of such consolidation, merger, statutory exchange, sale, or conveyance and
in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section with respect to the
rights and interests thereafter of any Holders of the Convertible Debenture, to
the end that the provisions set forth in this Section shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in relation
to any shares of stock and other securities and property thereafter deliverable
on the exercise of the Convertible Debenture.  The provisions of this Subsection
shall similarly apply to successive consolidations, mergers, statutory
exchanges, sales or conveyances.


    (c)  Upon any adjustment of the Conversion Price, then and in each such
case, the Company shall give written notice thereof, by first-class mail,
postage prepaid, addressed to the Holder of Convertible Debentures as shown on
the books of the Company, which notice shall state the Conversion Price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares of Common Stock purchasable at such price upon the exercise of
this Convertible Debenture, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.

    9.   Events of Default.  Each of the following events shall be an Event of
Default ("Event of Default") for purposes of the Convertible Debenture:

    (a)  Convertible Debenture Terms.  The Company defaults in the due and
punctual performance or observance of any material terms contained in the
Convertible Debenture, and such default continues for a period of thirty (30)
consecutive days after written notice thereof to the Company by any Holder of
the Convertible Debenture or Common Stock issued upon conversion of the
Convertible Debenture; except that any default occurring due to Section 8(b)
hereof will result in an immediate default by the Company and such default may
be waived only by the Holders of a majority of the total principal amount of the
then outstanding Convertible Debentures which were issued in connection with the
transactions


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contemplated by the subscription agreement pursuant to which the Convertible
Debenture was issued; or

    (b)  Insolvency Matters.  The Company makes an assignment for the benefit
of creditors, or admits in writing its inability to pay its debts as they become
due, or files a voluntary petition in bankruptcy, or is adjudicated a bankrupt
or insolvent, or files any petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any present or future statute, law or regulation, or
files any answer admitting or fails to deny the material allegations of a
petition filed against the Company for any such relief, or seeks or consents to
or acquiesces in the appointment of any trustee, receiver or liquidator of the
Company or all or any substantial part of the properties of the Company, or the
Company or its directors or majority stockholders take any action looking to the
dissolution or liquidation of the Company.

    10.  Modification and Waiver.  No purported amendment, modification or
waiver of any provision hereof shall be binding unless set forth in a written
document signed by the Company and the Holder of the Convertible Debenture (in
the case of amendments or modifications) or by the party to be charged thereby
(in the case of waivers).  Any waiver shall be limited to the provision hereof
in the circumstances or events specifically made subject thereto, and shall not
be deemed a waiver of any other term hereof or of the same circumstance or event
upon any reoccurrence thereof.

    11.  Notices.  All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given, when received, if personally delivered (including, without
limitation, delivery by courier or delivered by telex, telegram or facsimile, or
five (5) days after depositing in the U.S. Mails for delivery by first class
mail, postage prepaid and addressed as provided below, (a) if to any Holder of
the Convertible Debenture, addressed to such Holder at its address as shown on
the books of the Company, or at such other address as such Holder may specify by
written notice to the Company, with a copy to the Agent or (b) if to the Company
at 7500 Flying Cloud Drive, Minneapolis, Minnesota 55344-3839, or at such other
address as the Company may specify by written notice to the Holder of the
Convertible Debenture or Common Stock issued upon conversion of the Convertible
Debenture.

    12.  Successors and Assigns.  All the terms and provisions of the
Convertible Debenture shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the Company and each
Holder of the Convertible Debenture, whether or not so expressed.

    13.  Applicable Law.  The laws of the State of Minnesota, without regard to
its conflicts of law principles, shall govern the validity of the Convertible
Debenture, the construction of its terms and the interpretation of the rights
and duties of the Company and each Holder of the Convertible Debenture.

    14.  Waiver of Demand, Presentment and Notice of Dishonor.  Except as
otherwise set forth herein, the undersigned and each endorser or guarantor
hereof hereby waives demand, presentment, protest, notice of protest and notice
of dishonor.


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    15.  Corporate Obligation.  No recourse under or upon any obligation,
covenant or agreement contained in the Convertible Debenture, or for any claim
based hereon or otherwise in respect hereof, shall be had against any promoter,
subscriber to shares, incorporator, stockholder, officer, or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor or corporation or through any
trustee, receiver, or any other person, whether by virtue of any constitution,
statute, or rule of law, or by the enforcement of any assessment or penalty or
otherwise, except as expressly agreed to by the party charged.

    IN WITNESS WHEREOF, the Company has caused the Convertible Debenture to be
signed by its duly authorized officer as of the date first written above.


                                  IVI Publishing, Inc.


                                  By   /s/ Joy Solomon
                                    ----------------------------
                                  Its  President & CEO
                                    ----------------------------

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                                 IVI PUBLISHING, INC.


                             LIST OF CURRENT SUBSCRIBERS


                        Subscriber Name                   Amount
              Medical Innovation Fund                $   200,000
              Timothy J. Walsh                           100,000
              Joy A. Solomon                              20,000
              Frazier Healthcare Investments, LP         250,000
              Wayne W. Mills                             227,500
              Ronald Eibensteiner                        100,000
              Nicholas C. Bluhm                           65,000
              All Others                               2,602,750
                                                     -------------
              Total                                   $3,500,250