SEPARATION AGREEMENT AND RELEASE OF CLAIMS

         It  is  hereby  agreed  by  and  between  IVI  Publishing,  Inc.  ("IVI
Publishing") and Joy A. Solomon ("Solomon") as follows:

         WHEREAS,  Solomon is currently the President and CEO of IVI Publishing,
and has voluntarily resigned from her position;

         WHEREAS,  Solomon wishes to receive certain payments and other valuable
consideration to which she would not otherwise be entitled; and

         WHEREAS,  the parties wish to set forth the terms of their agreement in
writing.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises  and  covenants  contained  herein,  and for  other  good and  valuable
consideration the receipt and sufficiency of which is specifically  acknowledged
by the parties, IVI Publishing and Solomon agree as follows:

         1. Last Date of  Employment.  IVI  Publishing  and  Solomon  agree that
Solomon has resigned from her position as President and CEO effective October 8,
1997 but has  remained  and will remain an employee  of IVI  Publishing  through
December 31, 1997.  During the period from October 31, 1997 through December 31,
1997,  Solomon has and will assist the interim CEO as needed in the  transition.
IVI Publishing will, upon the signing of this Separation  Agreement and Release,
and the  expiration  of the 15 and 21-day  periods as set forth in Paragraphs 12
and 14 without rescission,  pay Solomon severance in an amount equivalent to her
last  salary   excluding  any  bonuses  or  other  payments,   less  appropriate
deductions,  to be paid according to the normal payroll schedule, for the period
January 1, 1998 through June 30, 1999. Solomon's severance payments shall not be
reduced by compensation from any other source.

         2. Stock Options.  Solomon has been granted  incentive stock options to
purchase  Common  Stock of the  Company  as set forth on  Exhibit B hereto  (the
"Options"). The Options are hereby amended to provide that (i) the Options shall
continue to vest according to their  respective  vesting  schedules set forth on
Exhibit B until June 30, 1999; (ii) each such Option shall be exercisable at any
time on or before the expiration date for such Option as reflected on Exhibit B,
to the extent such Option has vested;  (iii) each such Option shall terminate at
the close of business on the  expiration  date for such Option as  reflected  on
Exhibit B and all rights of Solomon  under the Option  shall be  forfeited as of
that date;  and (iv) if any of the  Options are not  exercised  on or before the
date necessary to obtain incentive stock option treatment,  such Option shall be
deemed to be a nonqualified stock option and will not be treated as an incentive
stock option, as defined under Section 422, or any successor  provision,  of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder.

         3. Return of Property. Solomon shall, upon the completion of her duties
on January 1, 1998, return to IVI Publishing all equipment, and all documents or
other items,  whether on computer  disk or  otherwise,  and all copies  thereof,
within her  possession or control  belonging to IVI  Publishing or in any manner
relating to the business of, or the services provided by IVI Publishing,  or the
duties and services  performed by Solomon on behalf of IVI  Publishing.  Solomon
acknowledges,  by her signature to this Separation  Agreement and Release,  that
she has  returned all such  documents  and  materials,  and has not retained any
copies of such documents and materials.

         4. Employment Agreement.  Solomon acknowledges and agrees that she will
continue to be bound by Articles 5, 6, and 8 of the Employment  Agreement  dated
August 7, 1996, except that the  Noncompetition  Covenants are extended from one
(1) year from the  termination  of  employment  to eighteen (18) months from the
termination of employment and thus are extended through June 30, 1999.

         5. Public Statements.  IVI Publishing and Solomon acknowledge and agree
that IVI Publishing  will not, in any public  statements,  indicate that Solomon
resigned due to any  performance  concerns,  and shall  provide the  information
reflected in Exhibit A.


<PAGE>

         6.  Communications  with  Prospective  Employers.  IVI  Publishing  and
Solomon agree that all inquiries from prospective employers of Solomon should be
directed to Robert  Goodman,  IVI  Publishing,  Inc.,  7500 Flying  Cloud Drive,
Minneapolis, MN 55344-3739 (tel: 996-6130), and that Mr. Goodman will inform the
individual  inquiring  that it is the policy of IVI  Publishing  to confirm only
dates of employment  and positions  held of former  employees.  Mr. Goodman will
refer the prospective employers,  however, to the reference letter which will be
issued in the form set forth on Exhibit A upon receipt by IVI  Publishing of the
signed  original  Separation  Agreement  and  Release  without  rescission.  IVI
Publishing  Board members,  if contacted,  will similarly  inform the individual
inquiring  that it is the  policy of IVI  Publishing  to  confirm  only dates of
employment and positions held of former employees but will refer the prospective
employers  to the  reference  letter in the form set forth on Exhibit A. Solomon
understands  and agrees that she will  inform  prospective  employers  that they
should  contact  Mr.  Goodman in relation  to any  inquiry  regarding  Solomon's
employment.

         7. Board of Directors. IVI Publishing and Solomon acknowledge and agree
that Solomon has resigned  from the Board of Directors  effective as of December
31, 1997.

         8. Release of Claims by Solomon.  In consideration of the severance pay
and other benefits set forth in this Separation  Agreement and Release, to which
Solomon  would not  otherwise be  entitled,  Solomon,  for  herself,  her heirs,
representatives,  agents,  successors and assigns,  hereby  releases and forever
discharges IVI Publishing and any parent,  subsidiary,  and related entity,  and
all present and past officers,  directors,  shareholders,  employees, agents and
representatives  of IVI  Publishing,  or of any parent,  subsidiary,  or related
entity  and the  successors  and  assigns  of each,  from any and all  manner of
claims, demands,  actions, causes of action,  administrative claims,  liability,
damages,  claims for punitive or liquidated damages, claims for attorney's fees,
costs and  disbursements,  individual or class action claims,  or demands of any
kind  whatsoever,  including but not limited to any claims for wages,  vacation,
severance,  benefits,  any claims arising by statute,  in tort or contract,  any
claims  arising under Title VII of the Civil Rights Act, 42 U.S.C.  ss. 2000e et
seq., the Age  Discrimination  in Employment Act, 29 U.S.C. ss. 621 et seq., the
Americans  with  Disabilities  Act, 42 U.S.C.  ss. 12101,  et seq., the Employee
Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. ss. 1001, et seq., the
Family and Medical Leave Act, 29 U.S.C.  ss. 2601, et seq., the Minnesota  Human
Rights Act, Minn.  Stat. Ch. 363, the Minneapolis  Civil Rights  Ordinance,  any
claims under her  Employment  Agreement  dated August 7, 1996,  any other claims
arising  under  federal,  any state or local  law,  or any  claims in any manner
relating to Solomon's  employment  or Solomon's  association  with or separation
from IVI  Publishing,  arising in law or equity,  whether  known,  suspected  or
unknown, and however originating or existing,  from the beginning of time to the
date of the signing of this Separation Agreement and Release.

         Solomon agrees to and hereby does release and discharge IVI Publishing,
and any parent,  subsidiary,  and any related  entity,  and all present and past
officers, directors, shareholders,  employees, agents and representatives of IVI
Publishing,  any parent,  subsidiary,  or related entity, and the successors and
assigns of each,  not only from any and all claims  that  Solomon  could make on
Solomon's  own behalf,  but also those that may or could be brought by any other
person,  entity or organization on Solomon's  behalf,  and Solomon  specifically
waives any right to become,  and agrees not be become,  a member of any class in
any proceeding or case in which a claim or claims against IVI Publishing, or any
parent,  subsidiary,  or any related  entity,  or any present or past  officers,
directors, shareholders, employees, agents or representatives of IVI Publishing,
or of any parent,  subsidiary, or related entity, and the successors and assigns
of each,  arise,  in whole or in part,  from any event which  occurred  from the
beginning of time to the date of this Separation Agreement and Release.


<PAGE>

         Solomon  further  agrees that she will not  institute any civil action,
administrative  proceeding or other legal  proceeding of any nature  against IVI
Publishing, or any parent,  subsidiary, or any related company or any present or
past officers, directors, shareholders,  employees, agents or representatives of
IVI Publishing,  or of any parent,  subsidiary,  or any related company,  or the
successors  and  assigns  of each,  including  but not  limited to any action or
proceeding raising claims for wages, vacation,  severance,  benefits, any claims
arising by statute,  in tort or contract,  any claims arising under Title VII of
the Civil Rights Act, 42 U.S.C.  ss. 2000e et seq.,  the Age  Discrimination  in
Employment Act, 29 U.S.C. ss. 621 et seq., the Americans with  Disabilities Act,
42 U.S.C.  ss. 12101,  et seq., the Employee  Retirement  Income Security Act of
1974 (ERISA),  29 U.S.C. ss. 1001, et seq., the Family and Medical Leave Act, 29
U.S.C.  ss. 2601, et seq., the Minnesota Human Rights Act, Minn.  Stat. Ch. 363,
the  Minneapolis  Civil  Rights  Ordinance,  any  claims  under  her  Employment
Agreement  dated August 7, 1996,  any other claims  arising under  federal,  any
state or local law, or any claims in any manner relating to Solomon's employment
or Solomon's association with or separation from IVI Publishing,  arising in law
or equity,  whether  known,  suspected or unknown,  and however  originating  or
existing,  from  the  beginning  of time  to the  date  of the  signing  of this
Separation Agreement and Release. If, for any reason, an administrative or other
legal proceeding results in any relief to Solomon based on any claims or demands
noted in this Separation Agreement and Release,  Solomon further agrees that the
consideration  provided to Solomon under this  Separation  Agreement and Release
shall be in full  satisfaction  of any such claims or demands,  and that Solomon
will not be entitled to any further relief of any kind.

         Nothing  in this  Release of Claims  would  affect any claim by Solomon
against any  individual  Board  member  which is a claim  based on a  commercial
transaction  unrelated to IVI Publishing,  or Solomon's employment or separation
from IVI  Publishing,  or the  individual's  capacity  as a Board  member of IVI
Publishing.

         9. Release of Claims by IVI  Publishing.  IVI  Publishing,  any parent,
subsidiary,  and related entity,  and all present and past officers,  directors,
shareholders,  employees,  agents and representatives of IVI Publishing,  all in
their capacity as such,  and the successors and assigns of each,  hereby release
and forever discharge Solomon, her heirs,  representatives,  agents,  successors
and  assigns,  from any and all manner of  demands,  actions,  causes of action,
administrative  claims,  liability,  damages,  claims for punitive or liquidated
damages,  claims for attorney's  fees,  costs and  disbursements,  individual or
class action claims, or demands of any kind whatsoever, any claims arising under
federal,  any state or local  law,  or any  claims  in any  manner  relating  to
Solomon's  employment or her association with or separation from IVI Publishing,
arising in law or equity,  whether  known,  suspected  or  unknown,  and however
originating  or existing,  from the beginning of time to the date of the signing
of this Separation Agreement and Release.

         IVI Publishing agrees to and hereby does release and discharge Solomon,
her heirs,  representatives,  agents,  successors and assigns, not only from any
and all claims that it could make on its own behalf,  but also those that may or
could be brought by any other person,  entity or  organization  on his behalf or
for his benefit, and IVI Publishing specifically waives any right to become, and
agrees not to become, a member of any class in any proceeding or case in which a
claim or claims against Solomon, her heirs, representatives,  agents, successors
and assigns,  arise, in whole or in part, from any event which occurred from the
beginning of time to the date of this Separation Agreement and Release.

         IVI Publishing further agrees that it will not, directly or indirectly,
institute any civil action,  administrative proceeding or other legal proceeding
of any nature against Solomon, her heirs,  representatives,  agents,  successors
and assigns,  arising in law or equity, whether known, suspected or unknown, and
however  originating or existing,  from the beginning of time to the date of the
signing of this Separation  Agreement and Release of Claims. If, for any reason,
an  administrative  or other  legal  proceeding  results  in any  relief  to IVI
Publishing based on any claims or demands noted in this Separation Agreement and
Release of Claims, IVI Publishing further agrees that the consideration provided
under  this  Separation  Agreement  and  Release  of  Claims,  shall  be in full
satisfaction of any such claims or demands,  and that it will not be entitled to
any further relief of any kind.

         Nothing  in this  Release  of  Claims  would  affect  any  claim by IVI
Publishing  or any Board member of IVI  Publishing  against  Solomon  which is a
claim  based  on a  commercial  transaction  unrelated  to  IVI  Publishing,  or
Solomon's  employment or separation  from IVI  Publishing,  or the  individual's
capacity as a Board member of IVI Publishing.


<PAGE>

         10. Affirmation Regarding Pending Matters. Solomon affirms that she has
not filed or instituted any charge, complaint, or action against IVI Publishing,
or any  parent,  subsidiary,  or any  related  company  or any  present  or past
officers, directors, shareholders,  employees, agents and representatives of IVI
Publishing,  or of any  parent,  subsidiary,  or  any  related  company,  or the
successors  and  assigns  of  each.  If there is  outstanding  any such  charge,
complaint,  or  action,  Solomon  agrees to seek its  immediate  withdrawal  and
dismissal with prejudice. If for any reason the charge,  complaint, or action is
not dismissed,  Solomon agrees not to voluntarily testify, provide documents, or
otherwise  participate,  or to  permit  others  to  voluntarily  participate  on
Solomon's  behalf,  in any further  proceeding  arising  therefrom or associated
therewith  and to execute  such other papers or documents as may be necessary to
have the charge dismissed with prejudice.

         11.  Notification of Rights under the Minnesota Human Rights Act (Minn.
Stat. ch. 363) and Federal Age  Discrimination  in Employment Act (29 U.S.C. ss.
621 et seq. ). Solomon is hereby notified of her right to rescind the release of
claims in regard to claims  arising under the Minnesota  Human Rights Act, Minn.
Stat. ch. 363,  within (15) calendar days, and in regard to claims arising under
the Federal Age  Discrimination  in Employment Act, 29 U.S.C.  ss. 621, et seq.,
within seven (7) calendar days, of her signing of this Separation  Agreement and
Release,  rescission  periods to run  concurrently.  The  rescission  must be in
writing and delivered or mailed to: Robert Goodman,  IVI Publishing,  Inc., 7500
Flying Cloud  Drive,  Minneapolis,  MN  55344-3739.  If  delivered by mail,  the
rescission must be post-marked within the required period, properly addressed to
the  individual  noted above at the above address,  and sent by certified  mail,
return receipt requested. It is further understood that, if Solomon rescinds the
release of claims in accordance with this Paragraph 11, that Solomon will not be
entitled  to the  payments  as set forth in  Paragraph  1 (apart from her salary
through her last date of employment), and Solomon will immediately reimburse IVI
Publishing  for any such  payments,  nor shall she be entitled to the benefit of
the  amendment to her stock option  agreements as set forth in Paragraph 2. This
Separation  Agreement and Release will be effective  upon the  expiration of the
15-day period noted in this Paragraph 11 without rescission.

         12.  Acknowledgment  of  Reading  and  Understanding/Consultation  with
Counsel.  By  Solomon's  signature  to this  Separation  Agreement  and Release,
Solomon  acknowledges  and agrees that she has carefully read and understood all
provisions of this  Separation  Agreement and Release,  and that she has entered
into this Separation  Agreement and Release  knowingly and voluntarily.  Solomon
further acknowledges that IVI Publishing has advised her to consult with counsel
prior to signing this Separation  Agreement and Release, and that Solomon has in
fact been represented by counsel  throughout the negotiations for and signing of
this Separation Agreement and Release.

         13.  Period for  Consideration.  By her  signature  to this  Separation
Agreement and Release, Solomon acknowledges that IVI Publishing has informed her
that she has 21 days from the date of receipt of this  Separation  Agreement and
Release to consider  whether its terms are  acceptable  to her, and that she has
had the benefit of the 21-day period,  or has chosen, of her own volition and on
advice of counsel, to waive the 21-day period.


<PAGE>

         14.  Nonadmission.  It is  expressly  understood  and agreed  that this
Separation  Agreement  and  Release  does not  constitute,  nor shall  either be
construed as an  adjudication or finding on the merits of any potential claim by
Solomon  or IVI  Publishing,  nor does this  Separation  Agreement  and  Release
constitute,  nor shall either be in any manner construed, as an admission of any
wrongful  conduct or liability on the part of Solomon or of IVI  Publishing,  or
any parent,  subsidiary, or any related company of IVI Publishing or any present
or past officers, directors, shareholders,  employees, agents or representatives
of IVI Publishing, or of any parent,  subsidiary, or any related company, or the
successors  and assigns of each, by all of whom any such  liability is expressly
denied.

         15.  Nondisparagement.  Solomon and IVI  Publishing  agree that neither
will  make  any  disparaging  or  negative  remarks,  whether  written  or oral,
regarding the other.

         16. Indemnification.  IVI Publishing will indemnify Solomon as a former
officer, director and employee in accordance with applicable Minnesota law.

         17.  Confidentiality.  Solomon understands and agrees that the fact of,
terms of, and any negotiations relating to this Separation Agreement and Release
shall remain confidential,  and that she shall not disclose any such information
to any person or entity,  other than counsel, her accountant or tax advisor, her
spouse, unless specifically compelled by subpoena, summons or court order, or by
taxing  authorities,  without the  express  written  consent of IVI  Publishing.
Solomon  specifically  acknowledges  and agrees that this  Paragraph 17 prevents
her,  among  other  matters,  from  sharing  any  information  relating  to this
Separation  Agreement  and  Release  with any  current or past  employee  of IVI
Publishing.  Solomon further  understands and agrees that any individual to whom
information is disclosed in accordance  with this Paragraph 17 shall be informed
of these  confidentiality  obligations.  Solomon specifically  warrants,  by her
signature to this  Separation  Agreement and Release,  that she has not made any
disclosures  beyond  those  authorized  by this  Paragraph  17.  IVI  Publishing
understands and agrees that the fact of, terms of, and any negotiations relating
to this Separation  Agreement and Release shall remain  confidential and that it
shall not  disclose  any such  information  to any person or entity,  other than
those  within  IVI  Publishing  that  need to know  such  information,  counsel,
accountants  or tax  advisors,  except as  specifically  compelled  by subpoena,
summons,  or court  order,  or by taxing  authorities.  IVI  Publishing  further
understands  and agrees that any individual to whom  information is disclosed in
accordance  with this  Paragraph  17 shall be  informed  of the  confidentiality
obligations.  IVI  Publishing  specifically  warrants  that it has not  made any
disclosures beyond those authorized by this Paragraph 17.

         18.  Successors and Assigns.  This Agreement shall inure to the benefit
of the  successors  and assigns of IVI  Publishing,  and the heirs and estate of
Solomon.

         19.  Arbitration.  Solomon and IVI Publishing  agree to submit to final
and binding arbitration any and all disputes, claims or controversies for breach
of this  Separation  Agreement and Release,  except for any disputes,  claims or
controversies  arising out of a violation of those provisions noted in Paragraph
4  of  this  Separation  Agreement  and  Release.  The  Rules  of  the  American
Arbitration  Association  ("AAA") shall apply to such arbitration.  Either party
may initiate an  arbitration  proceeding  under this  Separation  Agreement  and
Release by giving the other party  written  notice  specifying  the issues to be
resolved in  arbitration.  A single  arbitrator  shall be selected by  agreement
between  Solomon  and  IVI  Publishing  from a list  of 12 or  more  arbitrators
proposed by the AAA, or Solomon and IVI  Publishing may agree to a person not on
the list.  If IVI  Publishing  and Solomon fail to agree on a person to serve as
arbitrator within 30 days of delivery of the list of the proposed arbitrators by
the  AAA,  then IVI  Publishing  and  Solomon  may ask the AAA to  designate  an
arbitrator.  In addition to any other  procedures  provided for under AAA rules,
upon written request,  each party shall, at least 14 days before the date of any
hearing, provide the other party with copies of all documents the party believes
to be  relevant  to the  issues  raised  and a list of all  witnesses  the party
expects to call at the hearing and all exhibits the party  expects to present at
the hearing. Each party shall be responsible for its/her own attorneys' fees and
costs,  and  shall  each  share one half of the cost of the  arbitrator  and the
arbitration  proceeding.  The parties agree that any arbitration will take place
in Hennepin County, Minnesota.


<PAGE>

         20. Entire Agreement.  This Separation Agreement and Release supersedes
any  prior  agreement,  oral or  written,  and  contains  all of the  terms  and
conditions agreed upon by IVI Publishing and Solomon with respect to the subject
matter hereof.  No other agreements,  whether oral or written,  not specifically
referred  to or  included  herein,  shall be  deemed  to exist  or  modify  this
Separation  Agreement  and  Release  or bind  IVI  Publishing  and  Solomon.  No
modification,  release,  discharge or waiver of any provision of this Separation
Agreement and Release shall be of any force or effect unless made in writing and
signed by the parties  hereto,  and  specifically  identified as a modification,
release or  discharge of this  Separation  Agreement  and Release.  If any term,
clause or  provision  of this  Separation  Agreement  and Release  shall for any
reason be adjudged invalid,  unenforceable or void, the same shall not impair or
invalidate any of the other provisions of the Separation  Agreement and Release,
all of which shall be  performed  in  accordance  with their  respective  terms.
Solomon acknowledges, by her signature to this Separation Agreement and Release,
that she has not relied on any  representations  or statements,  whether oral or
written,  other than the express  statements  of this  Separation  Agreement and
Release, in signing this Separation Agreement and Release.


Dated:   1/26/98                             /s/ Joy A. Solomon
                                             Joy A. Solomon



                                            IVI PUBLISHING, INC.


Dated:   1/30/98                            By /s/ Charles Nickoloff
                                               Its Vice President and
                                               Acting Chief Financial Officer