CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR PORTIONS OF THE
                       FOLLOWING EXHIBIT MARKED WITH AN *
                                                                  EXHIBIT 10.14

                                    AGREEMENT
                                     BETWEEN
                         AMERICA'S HEALTH NETWORK, INC.
                                       AND
                              IVI PUBLISHING, INC.


         THIS  AGREEMENT  is made as of May 25, 1995 by and  between  AMERICA' S
HEALTH NETWORK,  INC., a Delaware  corporation with its principal office at 1000
Universal Studios Plaza, Suite 247, Orlando,  Florida 32819-7610 ("AHN") and IVI
PUBLISHING,  INC., a Minnesota  corporation with its principal place of business
at 7500 Flying Cloud Drive, Minneapolis, MN 55344 ("IVI").

         WHEREAS,  AHN is in the  process  of  creating  and  producing  a cable
television consumer health programming service/network;

         WHEREAS, as part of programming for the service/network, AHN intends to
offer  a  series  of  programs   referred  to  as  "Ask  the  Doctor"   offering
medical/health information and answering viewers questions;

         WHEREAS,  IVI is a publisher of  medical/health  information in digital
interactive formats;

         WHEREAS,  AHN  would  like IVI to  provide  medical/health  information
content for AHN's network, including the so-called "Ask the Doctor" programs.

         NOW,  THEREFORE,  in consideration of these premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

         NOW, THEREFORE, the parties do agree as follows:


ARTICLE 1.0

         As used in this Agreement,  the following terms shall have the meanings
set forth in this Article 1.0. Additional terms may be defined elsewhere in this
Agreement.

         1.1 "Adverse Event" shall mean the good faith determination that any of
the Materials contains any outdated, misleading, erroneous or incomplete medical
information,  regardless  of its  source  or  cause,  that  would,  in the  sole
discretion of the IVI Licensor  providing the source material for such Material,
or in the opinion of any governmental regulatory agency, materially jeopardizing
the  health  or  safety  of any  person  or  persons  using or  relying  on such
Materials.


                                      - 1 -

<PAGE>



         1.2 "Affiliate" shall mean any person controlled by or under the common
control of a party to this Agreement.

         1.3 "AHN Competitor" shall mean a television  programming service whose
primary service is to provide consumer health  information to the general public
and who competes directly with AHN within the Territory; provided, however, that
AHN Competitor shall not include (i) any medical/health  television  programming
service  that is not  generally  available  to the  general  public  (such  as a
programming  service serving  schools,  businesses  [either for customers or for
employees],  medical  institutions and the like); nor, (ii) Interactive  Digital
Television  programming  of any sort,  nor,  (iii)  programming  on  networks or
stations that are not primarily dedicated to medical/health programming (such as
health programming for CBS, CNN, ABC, ESPN or the like).

         1.4 "Audio  Messages"  shall mean that  portion of the other  Materials
created for use on the Telephone System.

         1.5 "Computer  System" shall mean the multimedia  computer hardware and
operating software required to retrieve and use the Materials.

         1.6  "Copyrights"  shall mean the  respective  statutory and common law
rights under the copyright  laws of any country in the world owned and held by a
party hereto.

         1.7 "Effective Date" shall mean the date on page 1 of this Agreement.

         1.8 "Home  Shopping  Network"  shall mean an analog  cable or broadcast
television shopping network such as Home Shopping Network or QVC.

         1.9  "Interactive  Digital  Television"  shall  mean the  broadcast  of
medical/health  content  controlled  by viewers who access the  content  through
digital delivery devices in their homes,  thereby accessing a central storage or
broadcast   facility  available  without   programming   content  added  by  the
broadcaster or producer.  For example, a database or videotext of medical/health
information  accessible  on demand of the viewer  would be  Interactive  Digital
Television;  non-interactive linear programming of medical/health information at
times selected by the  broadcaster or producer would not be Interactive  Digital
Television.

         1.10  "IVI or  IVI's  Licensor(s)"  shall  mean  Mayo and  those  other
entities approved by AHN, which approval shall not be unreasonably withheld, who
have licensed or hereafter license their source material to IVI for the creation
of the Materials.

         1.11  "Materials"  shall  mean the video and audio  support,  including
illustrations,  graphics,  animations, B-roll and the Second Opinions comprising
the  medical/health  information  content  created and to be created by Mayo and
other IVI  Licensors and provided to AHN by IVI in the formats  compatible  with
the  Computer  System  and the  Telephone  System.  "Materials"  shall  have two
components:  the  "Second  Opinions"  which  shall  mean the  digital  videotape
presentations by Mayo physicians (or, if approved by AHN, by physicians provided
by  other  of  IVI's  Licensors)   describing   medical/health   conditions  and
treatments,  and the "Other  Materials"  which shall mean the content other than
the Second Opinions provided by IVI to AHN hereunder.

                                      - 2 -

<PAGE>

         1.12 "Mayo" shall mean the Mayo  Foundation  for Medical  Education and
Research.

         1.13 "Telephone System" shall mean the telephone  information retrieval
hardware and machinery necessary to allow viewers and others to access the Audio
Messages.

         1.14 "Term" shall mean time period defined in Article 7 hereof.

         1.15 "Territory" shall mean the world.

         1.16  "Trademarks"  shall mean the respective  statutory and common law
rights under the trademark laws of any country in the world owned or held by IVI
or any of the IVI Licensors.


ARTICLE 2.0  DEVELOPMENT OF MULTIMEDIA SERVER.

         In connection with AHN's  so-called "Ask the Doctor"  programs or other
medical/health   information  segments,   AHN  intends  to  provide  inter  alia
medical/health  information  which can be retrieved from the Computer System and
from the  Telephone  System.  AHN will provide all of the hardware and operating
systems and desires that IVI provide the medical/health content for the Computer
System and the Telephone System.

         2.1 License of  Content.  Subject to the terms of this  Agreement,  IVI
hereby  grants  to AHN the  right  within  the  Territory  to  exhibit,  record,
reproduce in the ordinary course of business, broadcast,  rebroadcast,  display,
transmit,  and  publicly  perform the  Materials as part of the "Ask the Doctor"
programs in English and any other language.  The rights granted  hereunder allow
AHN to utilize the digitized  Materials  provided to the Computer  System during
the on-air  portions of the "Ask the Doctor"  programs  and to utilize the Audio
Messages  for persons who call AHN to have their  questions  answered.  Further,
subject to the approval rights set forth in this  Agreement,  the rights granted
hereunder  allow AHN to use the  Materials to  advertise,  promote and publicize
itself and the "Ask the Doctor"  programs.  The rights granted  hereunder do not
allow AHN (i) to alter the  Materials  in any way;  (ii) to display or  publicly
perform the Materials in  connection  with the sale or promotion of any product;
nor (iii) to use the  Materials in any other manner except as  specifically  set
forth herein.  Notwithstanding the foregoing,  IVI acknowledges that AHN intends
to offer  products  during  discrete home shopping  segments  which may precede,
follow or be contained within the "Ask the Doctor" programs using the Materials,
and that such  segments  shall not of  themselves  violate  clause  (ii)  above;
provided that they are conspicuously identified and identifiable as separate and
distinct  from the "Ask the  Doctor"  programs  and that no  endorsement  of any
product  offered in such  segments by IVI or IVI's  Licensors  is  expressed  or
implied (unless such product has, in fact, been expressly endorsed by IVI and/or
an IVI  Licensor).  In  recognition  that the IVI Licensors may require that the
content  contained  in the  Materials  be deleted in its  entirety  so  accurate
medical/health  information  is being given to the public,  AHN agrees that upon
notice from IVI of an Adverse Event, AHN will cease performing or displaying the
Materials in question and that IVI shall have the right to delete the  Materials
in question from the Computer System or the Telephone System; provided, whenever
possible,  IVI shall  first  give AHN prior  notice of the  Adverse  Event.  The
Materials at all times shall remain the property of IVI or IVI's  Licensors,  as
the case may be.

                                      - 3 -

<PAGE>



         2.2      Exclusivity.

         2.2.1 So long as AHN is not in default under this  Agreement,  IVI will
         not license the Materials (i) for use on a network/programming  service
         within the  Territory to an AHN  Competitor or to any person who to the
         knowledge  of IVI intends to become an AHN  Competitor  nor (ii) to any
         other entity for use in a televised program with a format comparable to
         "Ask the Doctor".  IVI will not provide  medical/health  information of
         any kind to an AHN  Competitor or to any person who to the knowledge of
         IVI intends to become an AHN  Competitor  for use within the Territory.
         Further,  IVI will ensure  that the  Materials  contain no  proprietary
         content which,  notwithstanding  the  requirements  of this  Agreement,
         could be licensed by IVI's Licensor to an AHN Competitor for use within
         the Territory during the Term hereof.

         2.2.2 So long as AHN is not in default under this Agreement,  IVI shall
         not provide  medical  content support of any kind to any AHN Competitor
         during  the  Term;  provided,  however,  that at any  time  during  the
         Exclusivity  Termination Period (as hereinafter defined), IVI may elect
         to  terminate  the  provisions  of this  Section  2.2.  IVI shall  have
         obtained from Mayo an agreement providing that so long as AHN is not in
         default under this  Agreement,  Mayo shall not provide  medical content
         support of any kind to any AHN Competitor  during the Term, and that at
         any time during the Exclusivity  Termination  Period, Mayo may elect to
         terminate its agreement to provide medical content support  exclusively
         to AHN. Such election to terminate exclusivity duly made by IVI or Mayo
         shall have the result referred to in Section 5.2.1 and 5.2.2.

         2.2.3  "Exclusivity  Termination  Period" as used herein shall mean the
         thirty  (30) day period  commencing  on the date that is six (6) months
         after the first  broadcast  of "Ask the Doctor" by AHN and  terminating
         thirty  (30)  days  thereafter.  At any  time  during  the  Exclusivity
         Termination  Period IVI may on its behalf and Mayo's  behalf  terminate
         the  exclusivity  provisions  of this Section 2.2 by written  notice to
         AHN. The exclusivity  provisions of this Section 2.2 may be referred to
         herein as "Corporate Exclusivity."

         2.3 Computer and Telephone  System.  AHN shall be  responsible  for the
purchase  and  installation  of the  Computer  System and the  Telephone  System
including,  without limitation, the cost of the operating software therefor. IVI
will  consult  with AHN to ensure  that AHN's  choices are  compatible  with the
format of the Materials.  Upon completion of the installation and throughout the
Term, AHN will provide IVI with all information about and access to the Computer
System and the  Telephone  System to allow IVI to format and load the  Materials
onto those systems.

                                      - 4 -

<PAGE>


         2.4      Development and Delivery of Content.

         2.4.1 IVI and AHN desire  that IVI have the first  right to provide all
         medical/health   content  being  loaded  on  the  Computer  System  and
         Telephone System  including,  without  limitation,  the  illustrations,
         graphics,  animations, B-roll and the Second Opinions. To that end, AHN
         shall  periodically  provide  IVI with  specifications  for the type of
         content AHN wishes to have  available  on the  Computer  System and the
         Telephone  System,  and whether AHN desires the content to be developed
         by or in  conjunction  with Mayo.  IVI will have thirty (30) days after
         receipt  of the  specifications  to  provide  AHN  with a  notice  (the
         "Production  Notice")  stating  that IVI  will  deliver  the  requested
         content and setting  forth,  among other things,  the time schedule for
         delivery and the fee payable by AHN  therefor  which fee shall be IVI's
         cost of  producing  or  obtaining  the  requested  content plus fifteen
         percent (15%); provided that IVI's cost shall be: (i) IVI's actual cost
         to produce,  duplicate  and secure  Mayo's  approval of the content (if
         requested by AHN), which shall be within reasonable  industry standards
         for  comparable  work,  provided  that  IVI's  cost to  produce  Second
         Opinions and to secure Mayo's  approval will be as set forth in Exhibit
         A hereof;  (ii) IVI's actual cost to sublicense  content in its library
         to AHN, to modify and  duplicate  library  content and to secure Mayo's
         approval of the library  content (if requested by AHN); and (iii) IVI's
         actual cost to obtain the content from third-party  sources,  to modify
         and duplicate the third-party  content and to secure Mayo's approval of
         the  third-party  content (if requested by AHN). Any requested  content
         provided  by IVI to AHN in  accordance  with the  foregoing  provisions
         shall be  considered  "Materials"  hereunder.  IVI  shall  utilize  all
         reasonable methods to minimize its cost of delivering Materials to AHN,
         including  without  limitation,  the  use of  third-party  sources  for
         Materials that are not contained in IVI's library.  If (i) IVI fails to
         produce  or  obtain  the  requested  content  within  the  time  period
         specified  in the  Production  Notice  or (ii)  does  not  provide  the
         Production  Notice within the 30-day period referred to above, then AHN
         will be free to produce the requested  content itself or to obtain them
         from any other source;  provided,  however,  that any future  requested
         content shall first be offered to IVI in accordance with this Section.

         2.4.2 Except as set forth below,  if during any Royalty Year during the
         Term hereof IVI does not elect to produce and does not actually deliver
         to AHN after  agreeing  to do so either (a) 80% of the Second  Opinions
         requested  or (b) 80% of the "Value of the Other  Materials",  then the
         Royalty  payments  otherwise  due pursuant to Section 5.2.1 during said
         Royalty  Year shall be reduced by a factor  equal to (A) 100% minus the
         percentage  of Second  Opinions  actually  produced  by IVI or (B) 100%
         minus the percentage of Value of Other Materials  actually  produced by
         IVI (computed as set forth below), whichever is less. The percentage of
         Second  Opinions  actually  produced  shall  be the  number  of  Second
         Opinions  actually produced by IVI during the Royalty Year in question,
         divided by the number of Second  Opinions that AHN has requested IVI to
         produce  during  the same  year.  The  percentage  of  Other  Materials
         actually  produced  by IVI shall be the  Value of the  Other  Materials
         (computed  as set forth  below)  actually  produced  by IVI  during the
         Royalty Year in question,  divided by the value of the Other  Materials
         that AHN has requested IVI to produce  during the same year.  "Value of
         the Other Materials" shall be computed by adding (i) the cost which IVI
         did  charge  for  production  of  Other  Materials;  and  (ii) the cost
         actually paid by AHN for  production of the Other  Materials  which IVI
         elected not to produce.

                                      - 5 -

<PAGE>

         2.4.3 Notwithstanding the foregoing, if during any Royalty Year IVI has
         produced  at least 150 Second  Opinions  (and has also met the 80% test
         for Other Materials), no reduction in Royalties shall occur even if IVI
         does not meet the 80% test for Second Opinions for such year.  Further,
         the determination of the 80% test shall be based only on those requests
         made by AHN which are  submitted  in  writing  to IVI no later than 150
         days after the beginning of each Royalty Year.

         2.5 Copyrights. AHN hereby acknowledges that IVI or IVI's Licensors own
or control all right,  title and interest to the  Materials,  including  without
limitation, the copyrights therefor, and AHN will not challenge such rights.

         2.6 IVI Approval. IVI, and as required, IVI's Licensors, shall have the
following rights of approval:  (i) the right to approve the final version of the
Materials,  whereby AHN shall provide all necessary  information to IVI in order
to  obtain  the  requisite  approval  and shall  not,  prior to  obtaining  such
approval,  use,  promote or perform the  Materials,  and after such  approval is
obtained,  shall make no  changes  to the  approved  versions  of the  Materials
thereafter without resubmitting the Materials to IVI for approval (ii) the right
to approve  the  manner of  presentation  of the  Materials,  provided  that the
display of the Materials  from time to time during AHN's "Ask the Doctor" series
of television  programs  (and during AHN's "Health IQ" bumpers),  and the use of
the Audio  Messages  on AHN's  Telephone  System  shall be  approved  manners of
presentation;  (iii) the  right to  approve  the use of IVI or IVI's  Licensors'
names, trademarks or the like, provided, that AHN's right to use Mayo's name and
trademarks  is hereby  approved as specified  in Section 3.4;  (iv) the right to
approve  all  non-English  language  uses of the  Materials;  provided  that any
approval by an IVI Licensor of a non-English  language use will  constitute  the
approval by IVI of such use; and (v) the right to approve the form and format of
all  promotions  and publicity  utilizing the  Materials.  Without  limiting the
foregoing  approval  rights,  Mayo's  approval  shall be conditioned on it being
clear, in Mayo's sole discretion, that any Materials that have not been provided
by Mayo are not, by inference or otherwise,  attributable  to or identified with
Mayo.


                                      - 6 -

<PAGE>

         2.7 Development of Derivative  Products.  The "Ask the Doctor" programs
will involve a doctor/commentator  responding to questions which answers may, at
least in part,  utilize the Materials  provided by IVI. As a result, a data bank
of questions and answers will be compiled over time which are hereafter referred
to as  the  "Joint  Assets".  It is  the  intention  of the  parties  to  create
derivative products using the Joint Assets such as video cassettes, CD-ROM discs
or digital  interactive  two-way  programming.  Because the Joint Assets combine
elements  which  are owned by AHN and  elements  which are owned by IVI or IVI's
Licensors,  IVI and AHN  agree  that all  derivative  products  created  from or
utilizing  those Joint Assets shall be developed and owned jointly by IVI and/or
IVI  Licensor(s),  as the case may be, and AHN and the parties will negotiate in
good faith as to the  royalties or profit  sharing  arrangement  therefor.  Each
party  acknowledges that it cannot alone use or exploit the Joint Assets but the
parties  further  acknowledge  that  neither  one is  prohibited  from  using or
exploiting alone the elements provided by said party to the Joint Assets. By way
of example, AHN cannot develop a video cassette of the "Ask the Doctor" segments
(or portions thereof) which utilizes the Materials  without IVI's  participation
as set forth  above.  However,  if AHN  deletes all  Materials  from an "Ask the
Doctor" segment so that the resulting  product  contains only elements  provided
and owned by AHN,  then AHN may  exploit the  resulting  product  without  IVI's
participation.  As a further example,  IVI may use the Materials (subject to the
rights of IVI Licensors),  without any elements provided by AHN, in CD-ROM discs
or on Interactive  Digital  Television,  all without any  participation  by AHN.
Notwithstanding  IVI's  rights  to use the  Materials  for  derivative  products
without  AHN's  participation,  such right  shall not allow IVI to  violate  the
exclusivity  provisions set forth in Section 2.2.  Except as expressly set forth
in this Section 2.7, all assets, properties and materials developed, produced or
acquired by AHN (other than the  Materials)  shall remain the sole and exclusive
property  of AHN and there  shall be no  license,  express or  implied,  of such
assets,  properties  or materials  to IVI or any IVI  Licensor  pursuant to this
Agreement.

         2.8 Sale of IVI Products.  AHN intends to offer home shopping  segments
on its health network which will market medical/health related products.  Except
as set forth below,  AHN shall sell IVI  products,  selected by AHN, on at least
  *   of its daily live home  shopping  segments in every   *    period.  In the
event IVI's  products  produce gross  revenues  (excluding  taxes,  shipping and
handling)  in a   *     period  which are less than the average per minute gross
revenues  (excluding  taxes,  shipping and handling)  received by AHN from other
products (the "Average  Revenues"),  then AHN may decrease the   *   air time by
the same  proportion that IVI products' gross revenues are less than the Average
Revenues.  Further,  if IVI products'  gross revenues during a   *    period are
less than  *  of the Average Revenues, then AHN shall have the right not to sell
or market  any IVI  products  for a period of 90 days and  thereafter,  AHN will
begin to market the products again for at least a  *     period. Until such time
as AHN reduces IVI  products'  air time below           *         in any 24-hour
period, IVI will not contract with any other Home-Shopping  Network for the sale
and distribution of the IVI products being marketed by AHN;  provided,  however,
that to the  extent  that any of IVI's  Licensors  has the right to  market  IVI
products through Home-Shopping Networks, such marketing will not be considered a
breach by IVI hereunder. AHN shall purchase the IVI products from IVI at a price
and on terms equal to the lowest  price and the most  favorable  terms which IVI
offers said product to any retailer (other than IVI  Licensors).  AHN shall have
the right to sell IVI products at any price it chooses.

                                      - 7 -

<PAGE>






ARTICLE 3.O TRADEMARKS

         3.1  Trademarks.  The use of IVI's Trademark or the Trademark of any of
IVI's Licensors shall be subject to the approval of IVI and IVI's Licensors. AHN
shall use such Trademarks  strictly in accordance with the provisions  specified
by IVI and IVI's Licensor.

         3.2 Purpose of License.  Any Trademarks  which AHN may be authorized to
use in connection with the Materials shall be used solely in connection with the
display of the  Materials  and not for any other purpose or product and does not
give to AHN any ownership of such  Trademark or any right to use such  Trademark
except as expressly authorized.

         3.3 No Confusion.  AHN shall not register,  or attempt to register,  or
use,  or  attempt to use,  any mark  anywhere  in the world that is  confusingly
similar to the Trademarks of the other party. AHN hereby disclaims any intention
or right to  contest  the  ownership  of the  Trademarks  of IVI or any of IVI's
Licensors.

         3.4 Use of "Mayo" Name.  Solely in connection  with its grant of rights
to  use  the  Materials,  IVI  hereby  grants  to AHN a  nonexclusive,  paid-up,
worldwide  license to use, copy and reproduce  the  trademarks  owned by the IVI
Licensors. IVI further grants to AHN the right to identify Mayo as the source of
those  Materials  developed  by or in  conjunction  with  Mayo  and to  identify
physicians and other health care  professionals  presenting  Second  Opinions as
being affiliated with Mayo Clinic or its affiliates. In furtherance thereof, AHN
will be bound fully by the  obligations  of IVI  contained in Section 4.5 of the
Electronic Publishing License,  Development and Marketing Agreement, dated as of
April 28, 1993, and Section 4.5 of the 1994 License,  Development  and Marketing
Agreement  dated as of September  27, 1994 both between IVI and Mayo, in the use
of any Mayo Trademarks (as defined therein).


ARTICLE 4.0  REPRESENTATIONS AND WARRANTIES

         4.1 IVI  Representations  and  Warranties.  IVI hereby  represents  and
warrants to AHN that:

         4.1.1  The IVI  Licenses  are  valid  and that  there  are no actual or
         claimed defaults existing as of this date;

         4.1.2 IVI has the full power,  authority  and legal right to enter into
         this Agreement;  this Agreement has been duly authorized,  executed and
         delivered  by IVI;  and this  Agreement  constitutes  legal,  valid and
         binding  obligations of IVI, each  enforceable  in accordance  with its
         respective terms;

         4.1.3 To IVI's  knowledge,  there are no  claims as of the date  hereof
         that any of IVI's License Rights violate or infringe upon any rights of
         any third parties;

                                      - 8 -

<PAGE>




         4.1.4 IVI has the right to grant to AHN the rights granted hereunder.

         4.2 AHN  Representations  and  Warranties.  AHN hereby  represents  and
warrants to IVI that:

         4.2.1 AHN has the full power,  authority  and legal right to enter into
         this Agreement;  this Agreement has been duly authorized,  executed and
         delivered  by AHN;  and this  Agreement  constitutes  legal,  valid and
         binding  obligations of AHN, each  enforceable  in accordance  with its
         respective terms;

         4.2.2 AHN has not  granted  to any other  person or entity any right or
         privilege  granted to IVI  hereunder  nor entered into any agreement in
         conflict herewith;

         4.2.3 AHN has, or will prior to utilization  have, the right to use all
         information,  data,  content  and  data  which  it  intends  to  use in
         connection with the Materials (other than the Materials themselves).


ARTICLE 5.0  CONSIDERATION

         5.1 Production Fee. AHN shall pay IVI the nonrefundable  fees set forth
in each of the Production Notices referred to in Section 2.4 hereto.

         5.2  Royalty  Payments  to  IVI.  In  addition  to  the  aforementioned
nonrefundable license fees, AHN shall pay to IVI royalty payments ("Royalty") in
the amounts and at the times set forth below.

         5.2.1 Current  Royalty  Payments.  AHN shall pay the following  current
         Royalty payments:


             Royalty Year                                Annual Royalty Amount
             ------------                                ---------------------
                    1                                      $1,000,000.00
                    *                                            *
                    *                                            *
                    *                                            *
                    *                                            *

         In  the  event  IVI  or  Mayo  elects  to  terminate   their  Corporate
         Exclusivity,  then the amounts  due for each  Royalty  Year  thereafter
         shall be  twenty-five percent (25%) of the amounts set forth above, and
         any excess  Royalty  paid for the first  Royalty Year arising from such
         reduction  shall  be  applied  to  current  Royalty  payments  due  for
         subsequent  years.  The annual  Royalty  payment due in Royalty  Year 1
         shall be due on the  earlier  to occur of (a) ten (10)  days  after AHN
         receives a minimum of  $20,000,000.00 in financing  or (b) December 31,
         1995. The Royalty payments due in each subsequent Royalty Year shall be
         payable  on a  quarterly  basis in  advance  with the  first  quarterly

                                     - 9 -
<PAGE>

         payment for Royalty Year 2 being due on the earlier to occur of the (i)
         first day of the first quarter of Royalty Year 2 or (ii) June 30, 1997.
         "Royalty Year" as used below shall mean each successive 12 month period
         the  first of which  begins  on the date AHN  begins  broadcasting.  If
         during  any  Royalty  Year IVI does not  elect to  produce  or does not
         deliver after  agreeing to do so either (a) 80% of the Second  Opinions
         requested or (b) 80% of the Value of the Other Materials requested, and
         the amount of current  Royalty  paid in advance for such  Royalty  Year
         exceeds the current  Royalty due for such Royalty Year after giving the
         effect to the  reduction  in  Royalty  provided  for in  Section  2.4.2
         ("Excess  Amount"),  then the Excess  Amount shall be applied to reduce
         any Royalty  thereafter  coming due by AHN to IVI under this Agreement.
         If no further  amount is to become due because of the expiration of the
         Term or because  subsequent  Excess  Amounts  will become due, IVI will
         repay  the  unapplied  Excess  Amounts  to  AHN  promptly  upon  demand
         therefor.

         5.2.2 Deferred  Royalty  Payments.  In addition to the current  Royalty
         payments  set  forth in  Section  5.2.1  above,  AHN  shall  pay to IVI
         deferred Royalty payments in the amount of            *
                          of AHN's gross  revenues  per year during each Royalty
         Year  that AHN  achieves  at least         *               of its gross
         revenue goal. The foregoing obligation to pay deferred Royalty payments
         shall  cease  in the  event  IVI and  Mayo  terminate  their  Corporate
         Exclusivity.  The deferred Royalty payments due to IVI pursuant to this
         Section 5.2.2 shall be payable in full (together with interest  thereon
         in  the  amount  equal  to the  prime  reference  rate  of  First  Bank
         Minneapolis,  N.A. accrued from the last day of the Royalty Year to the
         date of  payment) no later than  forty-five  (45) days after the end of
         the  fifth  Royalty  Year;  provided,  however,  that in the  event  of
         termination of this Agreement by IVI pursuant to any of Sections 7.2.1,
         7.2.2,  7.2.3,  7.2.5 or 7.2.6 or by AHN pursuant to Section 7.2.7, all
         deferred  Royalty  payments  shall  be  immediately  due in full to the
         extent accrued to the date of  termination.  As used herein,  the gross
         revenue goal shall be the gross revenue  target set forth by AHN in its
         final  business  plan for such  twelve-month  period as approved by its
         board of  directors;  and  "gross  revenues"  shall  have  the  meaning
         accorded   it   by   generally    accepted    accounting    principles.
         Notwithstanding  any other provision of this Agreement,  if IVI or Mayo
         elects to terminate  its  Corporate  Exclusivity,  no deferred  Royalty
         payments shall be or become due or payable.

         5.2.3 Upon any termination of this Agreement by either party, AHN shall
         have no further  obligation to pay IVI any Royalties except as provided
         in Section 5.2.2. Current Royalty payments that have been prepaid shall
         be apportioned  over the year or quarter for which such current Royalty
         payment has been made in advance, and IVI shall pay AHN, within 90 days
         after the date of such termination, the amount, if any, relating to the
         portion of the period after the date of  termination,  after  deducting
         therefrom any amounts due IVI by AHN under the terms of this Agreement.

                                     - 10 -

<PAGE>


AHN's obligations to pay the Royalty payments pursuant to this Section 5.2 shall
be a secured  obligation of AHN  collateralized by AHN's rights in the Materials
and all proceeds  thereof.  Upon request of IVI, AHN shall  immediately  execute
such documents as IVI may request to evidence IVI's security interest.

         5.3  Payment  Procedures.  All  payments of  Royalties  to IVI shall be
accompanied by a written  statement for the relevant  accounting  period in such
form and detail as will enable IVI to understand  the basis for the  calculation
of the Royalties.  AHN shall maintain true and accurate books and records for at
least three (3) years after the end of each year. All such books and records may
be  inspected  and copied by IVI or its  representative  upon  reasonable  prior
notice and during normal business hours. Such inspections shall not be made more
than twice per year. Such  inspections  shall be limited to the  verification of
the amount of the Royalty  payments due IVI or the accuracy or  completeness  of
the  written  statements  rendered to IVI.  All such books and records  shall be
deemed Confidential  Information,  provided,  however,  copies of such books and
records  and/or  testimony  concerning  any  analysis  of the  foregoing  may be
introduced as evidence in any legal proceeding related to any dispute about such
royalty payments. Such inspections shall be at IVI's own expense, except if such
inspection indicates that the royalty payments have been underpaid to IVI in any
Royalty  Year by  five  percent  (5%),  AHN  shall  promptly  reimburse  all the
reasonable expenses of IVI incurred in such inspection.

         5.4 Taxes.  AHN shall be  responsible  for  paying  all taxes,  duties,
assessments or other governmental charges,  however designated,  arising from or
resulting from this Agreement, other than income taxes, if any, payable by IVI.

         5.5 Late Payments. If and for so long as any payment from AHN to IVI is
overdue,  such  payment  shall  bear  interest  at the rate of one and  one-half
percent  per month or such lower  amount as may be  required  by any  applicable
usury law.


ARTICLE 6.0  PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

         6.1 Cooperation.  The parties  acknowledge that there are important and
valuable  intellectual  property  rights  embodied in the Materials.  Each party
shall use its best  efforts  to  cooperate  with the other in the  vigilant  and
diligent   protection  and  enforcement  of  such  rights   including,   without
limitation,  any rights under the patent,  copyright,  trademark or trade secret
laws of any  country  in the  world.  AHN  shall  cooperate  with IVI and  IVI's
Licensors in any  registrations  procedure that IVI or IVI's  Licensors may deem
appropriate to protect the intellectual property rights.

         6.2      Enforcement Procedures.

         6.2.1  AHN shall  promptly  inform  IVI in  writing  of any  reasonably
         suspected or known  infringement  of any  intellectual  property rights
         embodied in the Materials or of any claim,  lawsuit or legal proceeding
         by a third party pertaining to the aforementioned intellectual property
         rights.  IVI shall take such  action as is required or allowed by IVI's
         Licensors to  protect the  intellectual property rights.  If IVI elects

                                     - 11 -

<PAGE>



         not to take any action to sue infringers,  AHN may at its sole cost and
         expense pursue the infringers.  If IVI and any IVI Licensor  decline to
         pursue such legal action on any basis provided  above,  IVI or such IVI
         Licensor  shall be hereby deemed to have granted,  released,  assigned,
         and transferred its right to take such legal action to AHN, and AHN may
         then,  at its  option,  pursue  legal  action  in its own  name  and in
         whatever manner it deems appropriate in that country,  including use of
         its power of attorney  under  Section  6.2.2 below.  AHN shall bear the
         entire  cost of such  action and shall be entitled to retain the entire
         amount of any  recovery  by way of judgment  or  settlement.  IVI shall
         render  and  shall  use its  best  efforts  to cause  any IVI  Licensor
         affected by the alleged  infringement to render such corporation as may
         be reasonably requested by the prosecuting party and at the prosecuting
         party's  expense  and shall  permit its  joinder as a party to any such
         legal  action if such joinder is  reasonably  necessary  for  effective
         prosecution of such action.

         6.2.2 If AHN pursues  legal action under  Section 6.2.1 and is required
         to join the other party for the  effective  prosecution  of same and if
         IVI has  declined to  participate  in such legal  action,  IVI shall be
         hereby deemed to have authorized AHN to do so as its  attorney-in-fact,
         to  execute,  acknowledge,  verify,  serve  or file  all  pleadings  or
         instruments  pertaining  thereto  in the name of and on  behalf of IVI,
         save and except any  commitments  creating  or  purporting  to create a
         financial  obligation of IVI. AHN shall deliver to IVI and to its legal
         counsel a copy of each such  document,  pleading or instrument at least
         twenty (20) days prior to any service or filing thereof to permit IVI a
         reasonable   opportunity  to  review  and  object  to  any  matters  or
         statements made therein.  IVI shall provide promptly copies of all such
         documentation to the affected IVI Licensor.

         6.3      Covenants of IVI.

         (a) IVI will make all payments required by the IVI Licenses.

         (b) To the extent not  prohibited by any of the IVI Licenses,  IVI will
defend  itself  and AHN  from  any  claims  of  third  parties  that  AHN is not
authorized  to use any of the  Materials or that any of the  Materials  infringe
upon the rights of third parties.


ARTICLE 7.0  TERM AND TERMINATION

         7.1 Term. The Term of the Agreement,  and the Term of AHN's  obligation
to pay any Royalty,  shall commence on the Effective Date and terminate five (5)
years  after the date on which AHN  begins  broadcasting  in the  United  States
(which date will be  confirmed  by IVI and AHN in a  subsequent  letter  between
them); provided,  however, that the period during which AHN has the right to use
one or more of the  Materials  will  begin on the first day such  Materials  are
loaded onto the Computer System or the Telephone System in a particular language
and  terminate on the earlier to occur of (i) the  termination  of IVI's license

                                     - 12 -

<PAGE>


from the IVI Licensor  supplying said Materials or (ii) five (5) years after the
Material  is so  loaded.  The  extension  of the  term  beyond  the Term in this
Agreement  for AHN's use of any of the  Materials as set forth in the  preceding
clause shall also be subject to AHN agreeing  that the terms of this  Agreement,
notwithstanding its expiration, shall survive such expiration and shall apply to
AHN's use of the  Materials,  its  obligations  pertaining to such use and IVI's
rights to terminate the use.  Further,  if the  Agreement is terminated  for any
reason prior to the expiration of the Term, then AHN shall not have the right to
extend the use of any Materials beyond the termination date.

         7.2 Early Termination.  Notwithstanding the stated Term, the Term, this
Agreement and the rights granted  hereunder may be terminated  earlier under any
of the following circumstances.

         7.2.1 By either party,  effective  immediately upon delivery of written
         notice of such termination,  if, for any reason, the other party ceases
         conducting  its  business in the normal  course,  becomes  insolvent or
         bankrupt,  or makes a general  assignment for the benefit of creditors,
         admits  in  writing  its  inability  to pay its  debts as they  mature,
         suffers or permits the  appointment  of a receiver  for its business or
         assets,  or avails itself of or becomes subject to any proceeding under
         any statute of any  governing  authority  relating to insolvency or the
         protection of rights of creditors and such  proceeding is not dismissed
         within thirty (30) days of its filing;

         7.2.2 By IVI,  effective  thirty  (30) days after  delivery  of written
         notice of such termination, if any of the rights licensed by IVI to AHN
         hereunder,  is attached or levied upon by a creditor or claimant of AHN
         or of any Affiliate of AHN, and such attachment or levy is not released
         or bonded  within  thirty (30) days after IVI receives  written  notice
         thereof.

         7.2.3  By  either  party  if  the  other  party  (i)  defaults  in  the
         performance  of its  obligations  and such  default is not cured within
         twenty  (20)  days  after  written  notice  of  such  default  or  (ii)
         materially breaches any representation or warranty hereunder

         7.2.4 By IVI immediately upon written notice to AHN as to the rights to
         any Material if IVI's rights to such Material are terminated by the IVI
         Licensor  thereof  specifying  the basis for such  termination  and the
         Material affected; and by AHN immediately upon written notice to IVI at
         any time after IVI has  exercised  its right under this  Section  7.2.4
         (for any reason other than an Adverse Event) with respect to either (i)
         10% in number of the Second  Opinions  delivered  to date or (ii) Other
         Materials  having  an  original  cost  to  AHN of at  lease  10% of the
         aggregate  original  cost to AHN of the Other  Materials  delivered  to
         date.

         7.2.5 By IVI if AHN is in default in the performance of its obligations
         under any other  agreement or document  between AHN and IVI;  provided,
         that if the terms of the agreement  under which the claimed default has
         occurred do not require that AHN receive prior written  notice and have
         the right to cure such  default,  then IVI shall give AHN prior written

                                     - 13 -

<PAGE>


         notice of the claimed default and AHN shall have the right to cure such
         default within 10 days  thereafter  (or, if the claimed  default is not
         such that can be fully cured  within such 10 days,  then within such 10
         days AHN shall take steps  reasonably  calculated to effect the cure of
         such default) and shall diligently  pursue and cure said default within
         30 days; provided,  further however,  that the foregoing cure shall not
         apply to any payment or monetary default.

         7.2.6 By IVI  immediately  upon notice to AHN if: (i) AHN has not begun
         broadcasting  on its network by June 30,  1996;  or (ii) if AHN has not
         received at least $20,000,000.00 in  financing/investment  by March 31,
         1996; or (iii) AHN substantially  changes its programming so that it is
         no longer  primarily a consumer  health  network;  or (iv) AHN fails to
         make its Royalty payments as required hereunder within ten (10) days of
         the due date therefor.

         7.2.7 By AHN upon  written  notice  to IVI at any time  after the third
         Royalty  Year if less  than  fifty  percent  (50%) of the  non-shopping
         programming  broadcast by AHN in the United  States during such Royalty
         Year was  "Ask  the  Doctor"  programming;  whereupon,  notwithstanding
         anything to the contrary  contained  herein,  AHN shall have no further
         rights to any of the  Materials  including  no rights  to  request  any
         extensions of the term for such Materials.

         7.3  Effects of  Termination  or  Expiration  of this  Agreement.  Upon
expiration or earlier termination of this Agreement, all of AHN rights hereunder
shall  immediately  terminate and AHN shall return to IVI all Materials.  In the
event the  termination  is pursuant to  subsection  7.2.4  above,  then only the
rights granted to AHN hereunder for the specific  Materials  shall terminate and
AHN shall return only those Materials.  Termination shall not affect,  preclude,
reduce or limit any other  remedy at law or in equity that may be  available  to
either party except as otherwise provided herein.


ARTICLE 8.0  CONFIDENTIAL INFORMATION

         8.1 Nonuse and Nondisclosure. In the course of a party's performance of
this  Agreement,  it may  disclose  to the  other  party  sensitive  proprietary
information or trade secrets, including, without limitation,  software programs,
designs,  specifications,  protocols, schedules,  competition analyses, price or
cost  data,   supplier   information,   customer   information,   and  the  like
(collectively, "Confidential Information"). To facilitate the cooperation of the
parties hereto and to protect the legitimate  interests of each party in its own
Confidential Information,  neither party may use or disclose to any other person
the Confidential  Information of the other party except for the purposes of this
Agreement.  "Confidential  Information"  shall  also  include  the terms of this
Agreement.

         8.2 Duration of Duty. The foregoing duty of nonuse and nondisclosure of
any  Confidential  Information  shall be binding upon the receiving party during
the Term and for three (3) years  thereafter;  provided,  however,  that nothing
herein  shall  imply that at the end of such 3-year  period  that the  receiving
party shall have the right to use Confidential Information.

                                     - 14 -

<PAGE>




         8.3  Exclusions.  The  foregoing  duty of nonuse and  nondisclosure  of
Confidential  Information  shall  not apply to any  information  which (a) is or
becomes in the public domain through no fault or act of the receiving party; (b)
is  obtained by the  receiving  party from a third party under no duty of nonuse
and  nondisclosure to the disclosing  party;  (c) is independently  developed or
derived by receiving  party prior to its disclosure to the receiving  party,  as
shown by the receiving party's books and records; (d) is required to be revealed
to an IVI  Licensor  pursuant to the license  agreement  between IVI and the IVI
Licensor;  or (e) is required to be revealed  pursuant to law or regulation.  In
the  latter  event,  the  party  required  by law or  regulation  to  make  such
revelation  shall use its best  efforts to afford the other  party a  reasonable
opportunity to challenge such requirement  and/or to obtain any protective order
as may be available to limit or control the revelation.


ARTICLE 9.0  INDEMNIFICATION

         9.1 IVI  Indemnification of AHN. IVI hereby agrees to defend and hereby
indemnifies  and holds AHN, its  officers,  directors,  employees and agents and
AHN's  Affiliates  and the  officers,  directors,  employees  and agents of such
Affiliates harmless from all liability, demands, damages, expenses, losses, fees
(including  reasonable attorney's fees) arising out of or resulting from (a) any
breach of the covenants, representations or warranties given by IVI elsewhere in
this Agreement,  (b) any death,  personal  injury,  or illness arising out of or
resulting from IVI's negligent or reckless  preparation of the Materials and (c)
any claims for property  damage,  defamation or invasion of privacy made against
AHN that arise out of or result from IVI's negligent or reckless  preparation of
the Materials.

         9.2 AHN  Indemnification of IVI. AHN hereby agrees to defend and hereby
indemnifies  and holds IVI, its  officers,  directors,  employees and agents and
IVI's Affiliates and IVI's Licensors and the officers, directors,  employees and
agents of such  Affiliates and Licensors  harmless from all liability,  demands,
damages expenses,  losses, fees (including  reasonable  attorney's fees) arising
out of or resulting  from (a) any breach of the  covenants,  representations  or
warranties  given by AHN elsewhere in this  Agreement,  (b) any death,  personal
injury,  or illness  arising out of or resulting from AHN's negligent use of the
Materials  and (c)  property  damage,  defamation  and  invasion of privacy made
against IVI or IVI's  licensors that arise out of or result from AHN's negligent
or improper use of the Materials.

         9.3 Procedure for  Indemnification  Claim.  An indemnified  party shall
give  prompt  written  notice  to the  indemnifying  party for any  request  for
indemnification  under this Article 9, setting  forth in  reasonable  detail the
nature  and extent of the  liability,  demand,  damage,  expense,  loss,  fee or
settlement  ("Liability  Claim").  An  indemnifying  party shall have no duty of
indemnification under this Article 9 if the indemnified party fails to give such
notice in a timely  manner and such  failure is  materially  prejudicial  to the
ability of the  indemnifying  party to defend against such Liability  Claim. The

                                     - 15 -

<PAGE>


indemnified  party shall render such cooperation in the defense of any Liability
Claim as the indemnifying  party may reasonably  request but at the indemnifying
party's  expense,  and the  indemnifying  party  shall  have sole and  exclusive
control  of the  litigation,  defense  or  settlement  of any  Liability  Claim;
provided,however, if there is or reasonably appears to be a conflict of interest
in a single  legal  counsel  representing  both the  indemnifying  party and the
indemnified  party,  the  indemnified  party  shall  have the right to  separate
representation by legal counsel of its own choice, at the expense of and subject
to  the  approval  of  the  indemnifying  party,  which  approval  shall  not be
unreasonably withheld.


ARTICLE 10.0  DISPUTE RESOLUTION

         10.1 Dispute Resolution.  Except as provided in Section 10.2 below, AHN
and IVI shall each use its best  efforts to resolve  any  dispute  between  them
promptly and amicably and without resort to any legal process if feasible within
thirty (30) days of receipt of a written  notice by one party to the other party
of the existence of such dispute.  Except as provided in Section 10.2 below,  no
further  action may be taken under this Article 10.0 unless and until an officer
of AHN and an officer of IVI have met in good faith to discuss  and settle  such
dispute.  The  foregoing  requirement  in this  Section  10.1  shall be  without
prejudice to either party's rights,  if applicable,  to terminate this Agreement
under Article 7.0 above.

         10.2 Litigation  Rights Reserved.  If any dispute arises with regard to
the infringement of a party's intellectual property rights or with regard to any
violation  of any  confidentiality  provisions  or with regard to the use of the
Materials  by AHN in  violation of the terms of this  Agreement,  the  adversely
affected party may seek any available remedy at law or in equity from a court of
competent jurisdiction.

         10.3  Procedure  for  Arbitration.  Except as provided in section  10.2
above,  any dispute  between AHN and IVI arising out of or  resulting  from this
Agreement,  its  performance or its  termination  shall be resolved by final and
binding arbitration according to the then-current  Commercial  Arbitration Rules
of the American Arbitration Association ("AAA Rules"). Such arbitration shall be
performed by three (3) neutral  arbitrators  selected by the mutual agreement of
the parties or, failing such  agreement,  in accordance  with the AAA Rules.  At
least one (1) of the arbitrators shall be an attorney reasonably  experienced in
business law matters,  and at least one (1) of the arbitrators shall be a person
with  reasonable   experience  and/or  expertise  in  the  field  of  electronic
publishing.  Such arbitration  shall take place in Minneapolis,  Minnesota,  and
each party hereby  consents to the personal  jurisdiction of the Minnesota State
District  Court  in and  for  Hennepin  County  for  the  purpose  of  entry  or
enforcement  of any  arbitral  award or judgment.  Notwithstanding  any contrary
provision in the AAA Rules,  the following  procedures  and rules shall apply to
any such arbitration:

         10.3.1 Each party shall have the right to request from the arbitrators,
         and the arbitrators  shall order upon good cause shown,  reasonable and
         limited prehearing discovery,  including (a) exchange of witness lists,
         (b)   depositions   under  oath  of  named   witnesses,   (c)   written
         interrogatories, and (d) document requests.

                                     - 16 -

<PAGE>

         10.3.2 Upon  conclusion of the pre-hearing  discovery,  the arbitrators
         shall  promptly  hold a hearing  upon the evidence to be adduced by the
         parties and shall promptly render a written opinion and award.

         10.3.3 The arbitrators may not award or assess punitive damages against
         either party.

         10.3.4  Each  party  shall  bear  its own  costs  and  expenses  of the
         arbitration   and  one-half   (1/2)  of  the  fees  and  costs  of  the
         arbitrators,  subject  to the power of the  arbitrators,  in their sole
         discretion,  to award all such reasonable  costs,  expenses and fees to
         the prevailing party.

         10.4  Survival.  The  duty of the  parties  to  arbitrate  any  dispute
pursuant to Section 10.3 shall survive the termination of this Agreement.


ARTICLE 11.0  MISCELLANEOUS PROVISIONS

         11.1 Notices. All notices,  invoices or accounting  statements required
or  permitted  under this  Agreement  shall be given in writing  and sent to the
other party at the  addresses set forth in the preamble to this  Agreement.  Any
notice so given  shall be deemed  to have  been  served in the case of  personal
delivery, on the day of delivery; in the case of service by certified U.S. mail,
in four (4)  working  days from the day it was posted  with  sufficient  postage
attached  and with the proper  address (or on the date of actual  receipt,  if a
return  receipt  shows actual  receipt  earlier);  and in the case of a telex or
facsimile  transmission,  on the date of transmission of the notice (if proof of
successful transmission is retained by the transmitting party). Any notice given
in any other manner shall be effective only when actually received. Either party
may change the above address by written not ice to the other party in accordance
with this Section 10.1.

         11.2  Assignment.  AHN  shall  not  assign,  delegate,   sublicense  or
otherwise  transfer  all or any of its rights or duties  hereunder  without  the
prior  written  consent of IVI;  provided,  that without the consent of IVI, AHN
shall  have the  right to  assign  this  Agreement,  and all of its  rights  and
obligations  hereunder,  to  any  corporation,  partnership,  limited  liability
company or other  entity that  succeeds to the  business of AHN, so long as such
entity assumes in writing all of the  obligations of AHN under this Agreement by
a written  instrument  reasonably  satisfactory to IVI and there is no change in
the senior  management of AHN. IVI shall not assign this  Agreement  without the
written consent of AHN;  provided,  however,  that IVI may assign this Agreement
without  consent  of AHN to any party  with whom IVI merges or to whom IVI sells
substantially  all of its assets and further  provided  that the  delegation  or
assignment by IVI to third parties of production, creation or development duties
shall not be considered an assignment hereunder.  Subject to the foregoing, this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and to their respective legal successors and assigns.

                                     - 17 -

<PAGE>



         11.3 Independent  Contractors.  Nothing in this Agreement constitutes a
partnership between or joint venture by the parties hereto or constitutes either
party the agent of the other.  Neither  party shall hold itself out  contrary to
the terms of this Section  10.3,  and neither  party shall become  liable by any
representation,  act or  omission  of the other  party  which is contrary to the
terms of this Section 11.3.

         11.4 Entire  Agreement;  Amendment.  This  Agreement and the schedules,
exhibits and  attachments  hereto  constitute the entire  agreement  between the
parties  hereto and  supersede  and cancel any and all prior or  contemporaneous
negotiations,  undertakings,  discussions,  agreements  and  licenses,  oral  or
written, with respect to the subject matter hereof.

         11.5 Waiver.  No waiver by either party of any breach of this Agreement
shall be a waiver of any other breach of the same or any other provision hereof.
The  exercise of any right  granted to either party shall not be a waiver of any
other  right.  No remedy or  election  shall be  exclusive  but shall,  wherever
possible,  be cumulative  with all other remedies at law or in equity to achieve
the fairest and most just outcome between the parties hereto.

         11.6 Consent.  Whenever  this  Agreement  refers to the "prior  written
consent" of either party,  to be binding upon such party,  such consent shall be
express and shall not be implied, whether by context, conduct or otherwise.

         11.7 Choice of Law. This Agreement is made under and shall be performed
and interpreted in accordance with the laws of the State of Minnesota and of the
United  States of America,  but  exclusive  of its choice of laws or conflict of
laws provisions.

         11.8 Savings Clause.  If any provision of this Agreement shall be found
invalid  or  unenforceable,  in  whole  or in  part,  by a  court  of  competent
jurisdiction,  then such provision  shall be deemed to be modified or restricted
to the  extent  and in the  manner  necessary  to  render  the  same  valid  and
enforceable,  or,  if that is not  possible,  such  provision  shall  be  deemed
stricken and deleted  from this  Agreement,  as the case may  require,  and this
Agreement  shall then be construed and enforced to the maximum extent  permitted
by law and to achieve the fundamental intent of the parties hereto.

         11.9  Captions and  Headings.  The  captions and headings  used in this
Agreement  are for  convenience  of  reference  only and  shall not be deemed to
expand, contract, alter or restrict any term or condition herein.

         11.10   Construction.   IVI  and  AHN  have  each  contributed  to  the
negotiation  and  drafting of this  Agreement  and the  schedules,  exhibits and
attachments  hereto  and have  each had the  right and  opportunity  to  consult
privately with experienced and independent  legal counsel prior to the execution
of this instrument.  Accordingly,  the fact that one party or the other may have
drafted all or a part of any term or condition of this Agreement  shall not be a
basis to read or construe  such  provision  more  strictly  against the drafting
party.

                                     - 18 -

<PAGE>




         11.11  Counterparts.  This  Agreement  may be  executed  by the parties
hereto in counterparts,  and, taken together,  shall constitute the one and same
instrument.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                       IVI:

                                       IVI PUBLISHING, INC.



                                       By /s/ Joy Solomon
                                       Its Senior Vice President

                                       AHN:

                                       AMERICA'S HEALTH NETWORK, INC.


                                       By /s/ Webster F. Golinkin
                                       Its Chairman and Chief Executive Officer



                                     - 19 -

<PAGE>


                                    Exhibit A



1.       IVI'S fee for the  production  of the  first  forty-eight  (48)  Second
         Opinions  shall be Three  Hundred  Sixty  Dollars  ($360.00) per Second
         Opinion, inclusive of the 15% fee payable to IVI under Section 2.4.1 of
         the Agreement and all costs of Mayo's  approval of the Second  Opinion.
         This amount further includes all IVI services  necessary to produce and
         deliver a second opinion  produced to broadcast  standards and approved
         by Mayo  (if  required),  except  tape  stock  to be  provided  by AHN,
         including,    without   limitation,   the   following   services:   (i)
         identification  and  scheduling of the  appropriate  Mayo  physician or
         other health care  professional  and the amount  required to secure the
         appearance of such person,  (ii)  identification  and scheduling of the
         appropriate  shoot  location,  (iii)  selection  and  scheduling  of an
         AHN-approved   video   production   team  (such   approval  not  to  be
         unreasonably  withheld) to include a shooter, a shooter's assistant,  a
         make-up artist, and a production  assistant,  and (iv)  post-production
         services  including  but not  limited to cleaning up the in/out cues of
         each selected take,  incorporation  of appropriate  b-roll  approved by
         Mayo, and delivery of the Second Opinion,  with appropriate  supporting
         documentation,  to  AHN.  At the  completion  of the  first  48  Second
         Opinions AHN and IVI will meet in good faith to determine the extent to
         which  the  cost-related  assumptions  underlying  the  price  of Three
         Hundred  Sixty Dollars  ($360.00) per Second  Opinion were accurate and
         the extent to which any need for any  upward or  downward  revision  in
         price may be indicated.

2.       IVI's cost to obtain Mayo's  approval of any Materials  (when requested
         by AHN) other  than  Second  opinions  shall be the lesser of (i) fifty
         dollars  ($50.00) per item of such  Material and (ii) two hundred fifty
         dollars  ($250.00)  per hour of labor  devoted to the  approval of such
         Material.  As, a prerequisite  to AHN's,  payment of approval  services
         rendered by IVI,  IVI shall  complete  and,  submit to AHN an "approval
         document"  (to be jointly  developed by AHN and IVI) which  details the
         time spent gaining Mayo's approval of each item of requested  Materials
         and contains  the  signatures  of Mayo  representatives  authorized  to
         approve each item of Materials.