CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR PORTIONS OF THE
                       FOLLOWING EXHIBIT MARKED WITH AN *
                                                                   EXHIBIT 10.22


                      DISTRIBUTION ON CONSIGNMENT AGREEMENT


This DISTRIBUTION ON CONSIGNMENT AGREEMENT (the "Agreement") is made and entered
into upon the date of complete execution,  by and between Davidson & Associates,
Inc., a California  corporation,  with its principal  place of business at 19840
Pioneer Avenue,  Torrance,  CA 90503 ("Davidson"),  and IVI Publishing,  Inc., a
Minnesota corporation, with its principal place of business at 7500 Flying Cloud
Drive, Minneapolis, MN 55344 ("IVI").


                                    RECITALS

WHEREAS,  IVI  publishes  certain  computer  software  products,  including  the
products listed in Exhibit A hereto; and

WHEREAS, Davidson distributes computer software products; and

WHEREAS, IVI desires to have Davidson distribute its products; and

WHEREAS,  Davidson has expressed an interest to act as a distributor  of certain
IVI products under the terms and conditions set forth below.

NOW, THEREFORE,  in consideration of the foregoing,  and of the mutual covenants
and agreements hereinafter set forth, IVI and Davidson agree as follows:


1. Definitions.  Whenever used in this Agreement, the following terms shall have
the following specified meanings:

(a) "Licensed  Products" means those IVI software titles described in Exhibit A,
which is incorporated herein by reference.

(b) "SKU"  means a version of a Licensed  Products  designed  for DOS,  WINDOWS,
Macintosh,  and any CD-ROM versions of these platforms,  including such end-user
documentation, manuals, artwork, promotional and related materials.

(c) "Net  Receipts"  means the  invoiced  amounts for SKUs  actually  shipped by
Davidson, exclusive of sales or use taxes and shipping charges, less credits for
returns,  uncollectable  accounts  receivable,  rebates  and  prominent  display
allowances  given to resellers of the SKUs by Davidson.  Such  invoiced  amounts
shall include shipments from Davidson to its Educational Resources division, but
exclude shipments from Educational Resources.

(d) "Net Proceeds" means gross proceeds received by Davidson, exclusive of sales
or use taxes and  shipping  charges,  less  credits for  returns,  uncollectable
accounts receivable and any associated costs of goods.

(e) "Return Reserve  Allowance"  means that Davidson will hold a reserve against
returns, exchanges,  credits and the like in the amount of fifteen percent (15%)
of gross receipts.  All undispersed portions of the fund will be liquidated with
the rendition of each of the  statements  and payments six (6) months  following
the quarter in which the  respective  Return  Reserve  Allowance was  originally
withheld.

(f) "Licensed Territory" means that geographical region described in Exhibit A.

(g)  "Warehouse"  means the  Davidson  warehouse,  which is located at 1639 West
Rosecrans Avenue, Gardena, California 90249.

<PAGE>


2.       Appointment as Distributor and Grant of License.

(a) Exclusive Appointment. Subject to the terms and conditions of this Agreement
and the exclusions  described in Section 2(b) hereinbelow,  IVI hereby grants to
Davidson, and Davidson hereby accepts from IVI an exclusive license,  within the
Licensed  Territory,  to: (i)  distribute  and resell the SKUs to  distributors,
dealers,  and end users, by any means; and (ii) sublicense the Licensed Products
as further described in Sub-Section 2(c) below.

(b) Exceptions to the Exclusive  Appointment.  IVI reserves the right to license
the Licensed  Products to computer  hardware and software  manufacturers for the
purpose of promoting the Licensed  Products in bundle  opportunities,  and shall
retain the right to sell  reasonable  quantities  directly  to end users at user
groups,  trade shows,  and other special events for the purpose of promoting its
products.  IVI  reserves  the  right to  distribute  the SKUs to  Dayton  Hudson
Corporation:  Target Stores Division,  Mayo Foundation for Medical Education and
Research and AT&T Corporation.  IVI shall have the non-exclusive right to market
the Licensed Products and upgrade versions to Dayton Hudson Corporation:  Target
Stores  Division,  and and  upgrade  versions  through  on-line  and direct mail
marketing efforts.

(c)  Sublicensing.  Davidson  shall have the right to  sublicense  the  Licensed
Products in whole or in part through  bundles,  and network and on-line services
(including the Internet)  upon the prior written  approval by IVI, said approval
not to be unreasonably withheld.  After approval of any sublicensing  agreement,
IVI shall cooperate with Davidson to provide any needed Licensed Product masters
and/or other  materials  required  for Davidson to comply with the  sublicensing
agreement.

(d) Further On-Line Rights.  IVI agrees and understands  that Davidson may place
portions of the Licensed  Products in on-line  services  and/or on the Internet,
including but not limited to screen shots and  demonstrations.  These placements
will be for the sole purposes of advertising and promoting the Licensed Products
and/or  Davidson.  Davidson  shall  secure IVI's prior  written  approval of all
placements  of Licensed  Product  content in on-line  services to ensure  proper
trademark  and  copyright  protection.Decisions  regarding  what  portion of the
Licensed  Products,  if any,  are  placed  on  these  services  are in the  sole
discretion of Davidson,  and IVI shall receive no separate  compensation for any
placement,  unless direct  revenue from the placement is generated at which time
IVI will be compensated according to Section 6 hereinbelow.

3.       Obligations of Davidson.

(a) Sales Efforts. Davidson will use commercially reasonable efforts to sell the
Licensed Products within the Licensed Territory.

(b) Davidson Covenants. Davidson covenants and agrees:

         1) Efforts.  To conduct business in a manner that reflects favorably on
         the goodwill and reputation of IVI; and

         2) Object Code.  To  distribute  the SKUs only in the  machine-readable
         object code format in which they are received by Davidson from IVI, and
         only on the tangible  media on which they are received by Davidson from
         IVI; and

         3) License  Agreement.  Not to add to, delete or otherwise  vary any of
         the terms and conditions of the IVI end-user license agreement.

(c)  Davidson's  Marketing  Materials.  Davidson  shall  include  mention of the
Licensed  Products in Davidson's sales and marketing  literature and direct mail
marketing  materials as Davidson deems  appropriate.  Davidson will use its best
efforts to use IVI's name and any identifying mark in any materials in which the
Licensed Products are included.  IVI may actively  participate in trade shows at
its own expense as appropriate.  Any sales or marketing literature and materials
produced by Davidson containing any IVI trademark,  trademark of an IVI licensor
or any copyrighted  portion of the Licensed Products shall be approved by IVI in
writing before its use or dissemination.
<PAGE>

(d) Third Party  Catalog(s).  Davidson  will use its best efforts to ensure that
all catalogs of Davidson's third party resellers and/or  distributors  that list
the Licensed Products, list IVI as the publisher and Davidson as the distributor
insofar as Davidson can influence such credits.

(e) Co-op Marketing Administration.  Davidson shall administer a marketing co-op
program (which is further  described in Section 4(e)  hereinbelow)  for IVI with
Davidson's  resellers  and/or   distributors.           *

(f) Reporting. Davidson will provide IVI with the following reports on a monthly
basis; product sales, stock status,  co-op, product returns and any sell-through
information on the Licensed  Products which is made available to Davidson by its
customers.

4.       Obligations of IVI.

(a) Licensed Product Support.  Customer and technical support to end users shall
be  provided  by IVI for each SKU,  and IVI agrees to provide  such  support and
technical  assistance  as  IVI  customarily  provides  for  its  other  software
products.

(b) Licensed Product Maintenance. IVI will inform Davidson promptly of any known
defects or operational errors in the Licensed Products.

(c) Licensed  Product  Changes.  IVI will use  commercially  reasonableits  best
efforts  to give  Davidson  a minimum of ninety  (90) days  notice  prior to any
change in the SKUs.

(d) Marketing  Efforts.  IVI agrees,  at its sole expense,  to use  commercially
reasonable  its best  efforts to  advertise,  market,  merchandise,  and provide
public and press  relations for the SKUs. IVI  understands  that the obligations
contained in this Section 4(d) are a significant inducement to Davidson entering
this  Agreement,  and a  breach  by  IVI of any of  these  obligations  will  be
considered a material breach.

(e) Co-op Marketing Program. IVI agrees, at its sole expense, to spend an amount
equal  to           *         of  Davidson  invoiced  shipments  of the  SKUs to
distributors  and dealers,  toward a co-op  marketing  program  with  Davidson's
distributors  and dealers.  Davidson  shall  administer the co-op program in its
sole discretion.

(f) Promotional Materials/Demonstration Copies. IVI will provide Davidson, at no
cost  and  in  reasonable   quantities,   demonstration   copies  of  each  SKU,
specification  or fact sheets,  extra  documentation  and all other  promotional
material, Davidson may request.

(g)  DISCLAIMER  OF  WARRANTY.   DAVIDSON  ACKNOWLEDGES  THAT  ANY  WARRANTY  OR
REPRESENTATION  THAT IVI MAY MAKE REGARDING THE LICENSED  PRODUCTS SHALL BE MADE
BY IVI  DIRECTLY  WITH THE  END-USER  OF THE  LICENSED  PRODUCTS.  IVI  MAKES NO
REPRESENTATION OR WARRANTY TO DISTRIBUTOR OF ANY KIND, EXPRESS OR IMPLIED,  WITH
RESPECT TO THE LICENSED PRODUCTS,  WHETHER AS TO MERCHANTABILITY,  FITNESS FOR A
PARTICULAR PURPOSE,  WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OR TRADE
OR ANY  OTHER  MATTER.  NO  EMPLOYEE,  REPRESENTATIVE  OR  AGENT  OF IVI HAS ANY
AUTHORITY TO BIND IVI TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY.

5. Consigned Inventory.  IVI shall provide the SKUs to Davidson on a consignment
basis under the terms and conditions contained in this Section 5.
<PAGE>

(a) Order  Procedure.  IVI agrees and  understands  that the decisions as to the
quantity of SKUs to be stored at the Warehouse  will be in the sole and absolute
discretion of Davidson.  Davidson  shall submit  purchase  orders to IVI for the
shipment of SKUs to the Warehouse.  IVI shall fulfill  Davidson  purchase orders
within ten (10)  business  days after  receipt,  and shall ship all  products in
accordance  with  Davidson's  receiving  requirements  (to be sent to IVI  under
separate cover). Shipments of SKUs by IVI will be made FOB Gardena, California.

(b) Warehousing.  Davidson agrees to establish a specifically marked, segregated
area at the Warehouse. The Warehouse shall be maintained in a clean, orderly and
sanitary  condition and Davidson  shall  segregate  the consigned  SKUs from all
other inventory and shall  prominently and clearly  designate the consigned SKUs
covered by this  Agreement as being that of IVI.  Upon receipt of the  consigned
SKUs,  Davidson's  personnel shall immediately  segregate the SKUs such that any
third party  inspecting the Warehouse  shall be immediately  aware that the SKUs
are the property of IVI. Davidson shall hold and care for the SKUs and shall not
commingle them with any other inventory Davidson may have or hereafter acquire.

(c) Insurance.  Davidson agrees to keep all consigned SKUs fully insured, at its
expense,  against  all risks at all times  with IVI as the named  insured  which
insurance  shall not be modified or canceled except upon thirty (30) days' prior
written notice to IVI. Upon IVI's request, Davidson shall provide IVI with proof
of insurance coverage for such merchandise,  naming IVI as an additional insured
beneficiary,  as the case may be. The policy of all-risk  coverage shall be in a
form and with a  company  satisfactory  to IVI and  shall  include  IVI as named
insured, as its interest may appear, with evidence of such coverage furnished to
IVI.

(d) Liens.  Davidson  agrees to maintain the SKUs consigned under this Agreement
free and clear of any and all liens,  pledges, or mortgages and shall not permit
the use of these goods as collateral or security for any of Davidson's  debts or
other  liabilities.  Davidson further agrees to comply with all laws which might
in any way affect  IVI's  ownership of the goods and to assist IVI in filing any
financial and/or security agreements to protect IVI's interests hereunder.

(e) Risk of Loss.  Regardless  of  fault,  all risk of loss  whether  by  theft,
shortage or otherwise or damage from all causes whatsoever to any consigned SKUs
while in Davidson's possession or control shall be borne solely by Davidson.

(f) Damage in  Transit.  IVI shall bear the risk of loss for any SKUs in transit
from IVI to Davidson. If any SKUs are damaged in transit,  Davidson shall accept
them but shall immediately notify IVI in writing of their condition;  otherwise,
Davidson  will be held  accountable  and  invoiced  for such  damaged SKUs as if
Davidson had used or ordered such SKUs.

(g)  Title.  IVI shall at all times  retain  title to all  consigned  SKUs until
purchased  in the manner  provided  for below or removed  from the  Warehouse by
anyone other than authorized IVI employees.

(h) Withdrawal of Inventory from Warehouse.  Davidson may withdraw the SKUs from
the Warehouse upon the condition that Davidson must at such times enter the date
and  quantity of each such  withdrawal  on an  inventory  report  detailing  the
receipts of consigned  inventory,  withdrawals of consigned  inventory,  and the
balance  of  consigned  inventory  after  such  withdrawals.   Immediately  upon
withdrawal of an SKU from the Warehouse,  such item shall be deemed to have been
sold by IVI to Davidson and the title to such SKU shall transfer to Davidson.

(i) Inventory Control Discrepancies. If there is any discrepancy in the quantity
of  consigned  SKUs  located in the  Warehouse  and the total SKUs  received  by
Davidson,  or should the SKUs be damaged in any way by Davidson,  then  Davidson
shall be liable and charged for such losses or damages in the same manner and on
the same terms and  conditions  as if Davidson had signed for and  withdrawn the
SKUs for Davidson's use.

(j) Inspection.  Davidson shall permit IVI's employees or representatives access
to inspect and inventory  all consigned  SKUs at such dates and times as IVI, in
its  discretion,  may require  provided such access is during  regular  business
hours and on regular  business  days.  Davidson shall at those times provide IVI
with an inventory report and such other consignment  records as may be needed to
verify the inventory.
<PAGE>

(k) Returns. IVI will accept return of SKUs within sixty (60) days of request by
Davidson  for such  return.  IVI  understands  that the SKUs  contained in these
returns may be in an unopened or used condition.  All returns by Davidson to IVI
will be shipped FOB Origin, USA.

(l) Concluding  Inventory.  Upon the expiration or termination of this Agreement
IVI shall conduct an inventory of the consigned SKUs in the Warehouse.  Davidson
shall be liable for and invoiced for all  consigned  SKUs found to be missing or
damaged.  With respect to all other consigned Licensed Product, IVI shall either
accept  back  the  consigned  inventory,   billing  Davidson  for  any  quantity
discrepancy as noted above,  or, if agreed to by the parties,  bill Davidson for
the  entire  consigned  quantity  at which  time title to the SKUs shall pass to
Davidson.  All  such  bills  shall be  promptly  paid in full by  Davidson.  All
consigned  inventory  to be returned to IVI shall be promptly  shipped to IVI at
IVI's expense.


6.       Royalties and Payment.

(a)  Royalties.  As  consideration  for the grant of  license,  and the  further
obligations  of  IVI  as  described  hereunder,  Davidson  shall  pay  to IVI in
accordance with Section 6(b) a royalty on the sale or sublicense of the Licensed
Products in the amounts  described in Exhibit A. IVI acknowledges that the sales
volume on which a royalty shall be calculated  hereunder is speculative and that
Davidson  therefore  makes  no  representations  or  warranties  that  it or its
customers will achieve any  particular  level of sales volume.  IVI  understands
that  Davidson  maintains  dealer and  employee  purchase  programs,  and hereby
consents to the inclusion of the Licensed Products in these programs,  which may
result in employee  and dealer  purchases of the SKUs at  substantial  discounts
(net  prices as low as ten  dollars  ($10)).  Furthermore,  IVI  agrees to allow
Davidson  to  distribute  a  reasonable  number  of SKUs for  demonstration  and
marketing purposes, these SKUs will be marked "Not for Resale." Neither Davidson
nor IVI shall receive any revenue from the  distribution  of  demonstration  and
marketing SKUs.

(b) Payments and  Statements.  Davidson  shall account to IVI with regard to all
Net Receipts,  Net Proceeds,  and the Return Reserve Allowance within forty-five
(45) days  following the  conclusion of each calendar  quarter in which Licensed
Products are reported sold. Each such accounting ("Royalty  Statement(s)") shall
contain the  appropriate  calculations  relating to the computation of royalties
payable to IVI under this  Agreement  and such  royalties  shall be remitted and
paid to IVI with the particular  Royalty  Statement  indicating such amount due.
All  Royalty  Statements  hereunder  shall be deemed  rendered  when  deposited,
postage  prepaid,  in the United  States  mail,  addressed  to IVI at the notice
address  described herein below.  Each Royalty Statement and all items contained
therein  shall be deemed  correct and shall be  conclusive  and binding upon IVI
upon the expiration of one (1) year from the date rendered,  unless, within such
one (1) year period, IVI delivers written notice to Davidson objecting to one or
more items of such Royalty  Statement  and such notice  specifies in  reasonable
detail  the items to which IVI  objects  and the  nature of and reason for IVI's
objection thereto. In such event IVI may exercise its audit rights under Section
6(c) below,  provided said audit  commences  within six (6) months from the date
Davidson receives written notice objecting to the Royalty Statement.

(c) Books of Account and Audits.  Davidson shall keep books of account  relating
to the  distribution  of  Licensed  Products  on the same  basis and in the same
manner  and  for the  same  periods  as such  records  are  customarily  kept by
Davidson.  IVI may,  upon  reasonable  notice and at its own expense,  audit the
applicable  records  at  Davidson's  office,  in order  to  verify  any  Royalty
Statements  rendered  hereunder.  Any such audit  shall be  conducted  only by a
certified public  accountant who is not held on retainer by IVI nor working on a
contingency fee and shall take place only during  reasonable  business hours and
in  such  manner  so  as  not  to  interfere  with  Davidson's  normal  business
activities.  However, no audit may be conducted during the first three (3) weeks
of any calendar  quarter.  All of the information  contained in Davidson's books
and records shall be kept confidential  except to the extent necessary to permit
enforcement  of IVI's  rights  hereunder,  and IVI agrees that such  information
inspected  and/or copied on behalf of IVI  hereunder  shall be used only for the
purposes of  determining  the accuracy of the Royalty  Statements,  and shall be
revealed  only  to  such  employees,  agents  and/or  representatives  of IVI as
necessary to verify the accuracy of the Royalty  Statements except to the extent
necessary to permit  enforcement  of IVI's rights  hereunder.  Davidson shall be
furnished  with a copy of IVI's auditor report within thirty (30) days after the
completion  of such  report.  In no event  shall an audit  with  respect  to any
Royalty  Statement  rendered  hereunder  commence  after the date on which  such
Royalty  Statement has become  incontestable  pursuant to Section 6(b) above nor
shall any audit continue for longer than ten (10) consecutive  business days nor
shall audits be made hereunder more  frequently than once annually nor shall the
records  supporting  any such Royalty  Statements  be audited more than once. In
addition,  Davidson shall be responsible  for all  reasonable  documented  costs
incurred by IVI to conduct such an examination  should an  underpayment  of five
(5%) percent or greater be discovered.
<PAGE>

7.       Duration and Termination of Agreement.

(a)  Term.  Subject  to prior  termination  in  accordance  with the  provisions
contained  herein,  the term  hereof  shall  commence as of the  effective  date
described in Section  14(d) herein and continue in full force and effect for the
time period set forth in Exhibit A.

(b) Renewal. This Agreement shall automatically renew for annual periods, unless
one party  renders  notice to the other at least  ninety  (90) days prior to the
expiration of any term or renewal period, of its decision not to renew.

(c) Termination  At-Will.  Either party may terminate this Agreement at any time
during the term or any  renewal  periodany  renewal  period  at-will and without
cause upon one hundred and  twentysixty  (6120) days prior written  notice.  The
date of mailing said written  notice shall be deemed the date on which notice of
termination of this Agreement shall have been given.

(d) Termination for Cause. This Agreement may be terminated  forthwith by either
party upon the occurrence of the  following,  by one party giving written notice
thereof  to the other  party by  registered  or  certified  mail,  in which this
Agreement  shall  terminate  on the date set forth in such  notice.  The date of
mailing  said  written  notice  shall be  deemed  the date on  which  notice  of
termination of this Agreement shall have been given.

         (1) If any  proceeding in bankruptcy  or in  reorganization  or for the
         appointment of a receiver or trustee or any other  proceeding under any
         law for the relief of debtors shall be instituted by or against  either
         party or if either  party shall make an  assignment  for the benefit of
         creditors; or

         (2) A  material  breach  by  either  party of any of the  terms of this
         Agreement  which breach is not remedied by the  breaching  party to the
         other party's  reasonable  satisfaction  within thirty (30) days of the
         breaching party's receipt of notice of such breach from the other party
         in the event of a breach of Section 6 hereunder  and within ninety (90)
         days for all other breaches.

(e) Effect of Termination. Upon termination of this Agreement:

         (1) All orders or  portions  thereof  remaining  not  shipped as of the
         effective  date of  termination or expiration  shall  automatically  be
         canceled.

         (2) Davidson shall cease using any IVI trademark, logo or trade name.

         (3) The concluding  Licensed  Product  inventory and the disposition of
         said  inventory   shall  be  made  in  accordance   with  Section  5(l)
         hereinabove.

(f) Survival. The rights and obligations of the parties contained in Sections 1,
4(a),  4(e),  4(l),  7(e),  8,  11,  12,  13,  and 14  hereunder  shall  survive
termination of this Agreement.

8.       Trademarks.  Trade Names and Copyrights.

(a) Trademark Use During Agreement. During the term of this Agreement,  Davidson
is authorized by IVI to use IVI trademarks  and tradenames and IVI's  licensor's
trademarks and tradenames in connection with Davidson's advertisement, promotion
and  distribution of Licensed  Products.  Davidson  agrees not to alter,  erase,
deface, or overprint any such mark on anything provided by IVI.
<PAGE>

(b) No  Davidson  Rights  in  Trademarks  or  Copyrights.  Davidson  has paid no
consideration for the use of IVI's trademarks, logos, copyrights, trade secrets,
trade names or designations,  and nothing contained in this Agreement shall give
Davidson any interest in any of them.  Davidson  acknowledges  that IVI owns and
retains all proprietary rights in all Licensed Products, and agrees that it will
not at any time during or after this  Agreement  assert or claim any interest in
or do anything that may adversely affect the validity or  enforceability  of any
trademark,  trade name, trade secret, copyright or logo belonging to or licensed
to IVI (including,  without limitation, any act, or assistance to any act, which
may  infringe  or lead to the  infringement  of any  copyright  in the  Licensed
Products).

(c)  Copying  Licensed  Products.  Davidson  agrees  that its  right to copy any
portion of the Licensed  Products in accordance with the terms of this Agreement
is conditioned  upon its reproduction and inclusion on any copied portion of the
Licensed Product IVI's and its licensor's  copyright,  trade secret,  trademark,
service and/or tradename notices in the same form as they appear on the original
Licensed Product.

(d) Security. At no time shall Davidson re-compile, decompile or disassemble any
IVI  Software.  Davidson  shall  not at any time use or  attempt  to use any IVI
Software in any form other than the object code form in which copies thereof are
distributed  by IVI, or to generate any source code thereof.  Davidson shall not
alter or modify any IVI Software,  or any portion or aspect  thereof,  or use or
refer to any IVI Software in the creation of any derivative work,  without IVI's
prior written consent.

9.  Assignment.  This  Agreement  shall not be assignable  by either party,  and
neither  party may  delegate  its duties  hereunder  without  the prior  written
consent of the other party and any  attempted  delegation  without the  required
consent shall be void.

10.  Relationship of the Parties.  Davidson's  relationship  with IVI during the
term of this Agreement will be that of an independent contractor.  Davidson will
not have, and will not represent  that it has, any power,  right or authority to
bind IVI, or to assume or create any  obligation  or  responsibility  express or
implied, on behalf of IVI or in IVI's name, except as herein expressly provided.
Nothing  stated in this  Agreement  shall be  construed  as making  partners  of
Davidson  and IVI,  nor as  creating  the  relationships  of  employer/employee,
franchisor/franchisee,  or principal/agent  between the parties.  In all matters
relating to this Agreement, neither Davidson nor its employees or agents are, or
shall  act as,  employees  of IVI  within  the  meaning  or  application  of any
obligations  or  liabilities  to IVI by  reason of an  employment  relationship.
Davidson  shall  reimburse IVI for and hold it harmless from any  liabilities or
obligations  imposed or  attempted  to be imposed upon IVI by virtue of any such
law with respect to employees of Davidson in performance of this Agreement.

11.      Indemnification.

(a)  Indemnification  of IVI.  Davidson  agrees to defend,  indemnify,  and hold
harmless IVI, its affiliated  companies and  subsidiaries  and their  respective
officers,  directors,  employees and agents  harmless from and against any loss,
claim, cost, expense,  liability or damage including reasonable  attorney's fees
and costs,  resulting or arising in any way from  Davidson's  performance of the
obligations   hereunder,   or   from   its   or   its   employees'   negligence,
misrepresentations  or other tortious,  illegal or  unauthorized  conduct in the
promotion of the Licensed  Products or any other act or omission  arising out of
or relating to this Agreement.

(b)  Indemnification  of  Davidson.  IVI agrees to defend,  indemnify,  and hold
harmless  Davidson,   its  affiliated   companies  and  subsidiaries  and  their
respective officers,  directors,  employees and agents harmless from and against
any  loss,  claim,  cost,  expense,  liability  or damage  including  reasonable
attorney's  fees  and  costs,  resulting  or  arising  in  any  way  from  IVI's
representations  and  warranties,  and/or  its  performance  of the  obligations
hereunder, or from its or its employees' negligence, misrepresentations or other
tortious,  illegal or  unauthorized  conduct in the  promotion  of the  Licensed
Products  or any  other  act or  omission  arising  out of or  relating  to this
Agreement.
<PAGE>

(c) Third Party Claims. If either party intends to make an indemnification claim
under the provisions of this Section 11, it must promptly notify the other party
of such  claim,  but in no event  later than  seven (7) days after  receipt of a
formal summons and complaint. The indemnifying party shall have thirty (30) days
or less if so required by the  pleadings  after  receipt of the  above-mentioned
notice to undertake,  conduct and control,  through  counsel of such party's own
choosing and at such party's  expense,  the settlement or defense of such claim,
and the  indemnified  party  shall  cooperate  with  the  indemnifying  party in
connection  with  such  efforts.   The  indemnifying   party  shall  permit  the
indemnified  party to participate in such  settlement or defense through counsel
chosen by the indemnified party at the expense of the indemnified party. So long
as the indemnifying party is reasonably contesting any such claim in good faith,
the  indemnified  party  shall  not  pay  or  settle  any  such  claim.  If  the
indemnifying  party does not notify the  indemnified  party  within the required
time  period  after  receipt  of the  indemnified  party's  notice of a claim of
indemnity  under this Article that such party elects to undertake the defense of
such claim or is contesting its obligation to indemnify the  indemnified  party,
the indemnified party shall have the right to contest,  settle or compromise the
claim in the exercise of the  indemnified  party's  exclusive  discretion at the
expense of the indemnifying  party.  Notwithstanding  anything contained in this
Section to the  contrary,  IVI shall have the right to control  the  defense and
settlement  of any third party  claim  relating  to  trademarks,  trade names or
copyrights  owned or licensed by it or other  ownership  issues  relating to the
Licensed Products, even if IVI intends to seek indemnification from Davidson for
such claim.

12. Limited  Liability.  UNDER NO CIRCUMSTANCES  SHALL EITHER PARTY BE LIABLE TO
THE OTHER ON ACCOUNT OF ANY CLAIM  (WHETHER  BASED UPON  PRINCIPLES OF CONTRACT,
WARRANTY,  NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF
INDEMNITY,  THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL  PURPOSE,
OR OTHERWISE) FOR ANY SPECIAL,  CONSEQUENTIAL  INCIDENTAL OR EXEMPLARY  DAMAGES,
INCLUDING  BUT NOT LIMITED TO LOST  PROFITS,  OR FOR ANY DAMAGES OR SUMS PAID BY
THE OTHER TO THIRD PARTIES.

13.  Representations  and  Warranties.  IVI warrants and represents that IVI has
full right and power to enter into this  Agreement;  that the Licensed  Products
will be original;  that the Licensed  Products  will not contain any libelous or
otherwise  unlawful material or violate any copyright or personal or proprietary
right of any person or entity.

14. General.

(a) Waiver and Modification. No waiver or modification of the Agreement shall be
effective  unless in writing and signed by the party against whom such waiver or
modification  is asserted.  Waiver by either party in any instance of any breach
of any term or condition of this Agreement shall not be construed as a waiver of
any subsequent breach of the same or any other term or condition hereof. None of
the terms or conditions of this Agreement shall be deemed to have been waived by
course of dealing or trade usage.

(b) Notices.  All notices and demands hereunder shall be in writing and shall be
served by  personal  delivery,  express  courier,  or mail at the address of the
receiving party set forth in this Agreement (or at such different address as may
be designated by such party by written  notice to the other party).  All notices
or demands by mail shall be by certified or registered  airmail,  return receipt
requested,  and shall be deemed complete upon receipt. If receipt of such notice
or demand is refused or a party has changed its address  without  informing  the
other,  the  notice  shall be deemed to have been  given and  received  upon the
seventh (7th) day  following  the date upon which it is first  postmarked by the
postal service of the sender's nation.

(c)  Attorney's  Fees. In the event any litigation is brought by either party in
connection with this Agreement, the prevailing party in such litigation shall be
entitled  to recover  from the other  party all the costs,  attorneys'  fees and
other expenses incurred by such prevailing party in the litigation.

(d) Effective Date. This Agreement shall become effective only after it has been
signed by Davidson and IVI, and its effective date shall be the date on which it
is signed by Davidson.
<PAGE>

(e)  Choice  of Law,  Jurisdiction.  This  Agreement  shall be  governed  by and
construed in accordance with the local law of the State of California,  USA. The
parties  agree  that any claim  asserted  in any legal  proceeding  by one party
against  the other shall be  commenced  and  maintained  in any state or federal
court  located  within  the State of  California,  USA,  having  subject  matter
jurisdiction  with  respect to the dispute  between the  parties.  Both  parties
hereby submit to the jurisdiction of such courts over each of them personally in
connection with such litigation, and waive any objection to venue in such courts
and any claim that such forum is an inconvenient forum.

(f)  Severability.  In the event that any provision of this  Agreement  shall be
held by a court or other tribunal of competent jurisdiction to be unenforceable,
such  provision  will be  enforced  to the maximum  extent  permissible  and the
remaining  portions of this Agreement shall remain in full force and effect.  In
the event the infirmed  provision  causes the contract to fail of its  essential
purpose, then the entire Agreement shall fail and become void.

(g) Force Majeure. Neither party shall be responsible for any failure to perform
due to unforeseen  circumstances or cause beyond its control,  including but not
limited  to acts of God,  war,  riot,  embargoes;  acts  of  civil  or  military
authorities,  fire, floods,  accidents,  strikes, or shortages of transportation
facilities, fuel, energy, labor or materials.

(h) Entire  Agreement.  This  Agreement  including  all  Schedules  and Exhibits
constitute and contain the entire agreement  between the parties with respect to
the subject  matter hereof and  supersede any prior oral or written  agreements.
Nothing herein  contained shall be binding upon the parties until this Agreement
has been executed by each and has been delivered to the parties.  This Agreement
may not be changed, modified, amended or supplemented,  except in writing signed
by all parties to this Agreement.  Each of the parties  acknowledges  and agrees
that the other has not made any representations, warranties or agreements of any
kind, except as may be expressly set forth herein.


         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]



<PAGE>


(i) Benefits of Agreement.  The terms of this Agreement are intended  solely for
the  benefit of the  parties  hereto.  They are not  intended to confer upon any
third  party  the  status of a third  party  beneficiary.  Except  as  otherwise
provided for by this Agreement,  the terms hereto shall inure to the benefit of,
and be binding upon, the respective successors and assign of the parties hereto.

IN WITNESS WHEREOF, the parties have entered into this Agreement.


IVI Publishing, Inc.                       Davidson & Associates, Inc.

------------------------------             -----------------------------
Officer                                    Officer

------------------------------             -----------------------------
Title                                      Title

------------------------------             -----------------------------
Date                                       Date




<PAGE>

<TABLE>
<CAPTION>

                                    EXHIBIT A


1.   Licensed Products:

----------------------------------------------------------------------------------------------------------------------
                  PRODUCT                      FORMAT      SIZE      SRP       WHOLESALE      SHIP DATE       ITEM #
----------------------------------------------------------------------------------------------------------------------

<S>                                            <C>          <C>     <C>         <C>            <C>            <C> 
Mayo Clinic Family Health                      WIN-CD       CD      $79.95      *              SHIPPED        2458
(1996 Edition)
----------------------------------------------------------------------------------------------------------------------
Mayo Clinic Family Health                      MAC-CD       CD      $79.95      *              1/31/96        2459
(1996 Edition)
----------------------------------------------------------------------------------------------------------------------

Mayo Clinic Family Pharmacist                  WIN-CD       CD      $59.95      *              SHIPPED        2460
(1996 Edition)
----------------------------------------------------------------------------------------------------------------------
Mayo Clinic Family Pharmacist                  MAC-CD       CD      $59.95      *              3/1/96         2461
(1996 Edition)
----------------------------------------------------------------------------------------------------------------------
Mayo Clinic Health Encyclopedia                WIN/MPC      CD      $99.95      *              SHIPPED        2465
Mayo Clinic Health Encyclopedia                WIN/MPC      CD     $134.95      *              SHIPPED        2547
(1996 Edition)
----------------------------------------------------------------------------------------------------------------------

Mayo Clinic Sport Health & Fitness             WIN/MPC      CD      $29.95      *              SHIPPED        2464
----------------------------------------------------------------------------------------------------------------------

Mayo Clinic The Total Heart                    MPC/CD       CD      $29.95      *              SHIPPED        2462
----------------------------------------------------------------------------------------------------------------------
Mayo Clinic The Total Heart                    MAC-CD       CD      $29.95      *              SHIPPED        2463
----------------------------------------------------------------------------------------------------------------------
</TABLE>


2.   Term of Agreement:
Subject to prior termination in accordance with the provisions contained herein,
the term of this  Agreement  shall  begin on the  effective  date  described  in
Section 14(d) herein and continue in full force for a period of three (3) years.

3.   Royalty Rates:

(a) Finished  Goods.  Davidson shall pay IVI    *              of Net
Receipts on the sale of SKUs.

(b) Bundles.  Davidson  shall pay IVI     *           of Net Proceeds on the
sale of bundled Licensed Products.

(c) Sublicensing.  Davidson shall pay IVI    *            of Net Proceeds on
the sale of the Licensed Products through sublicensing opportunities.

4.   Licensed Territory:
The Licensed Territory shall be the geographic region known as North America.