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

                                                                  EXHIBIT 10.18

                              AMENDMENT NUMBER TWO
                              TO LICENSE AGREEMENT

         This  Amendment  Number Two is made and entered into as of December 29,
1995 by and among WILLIAM MORROW COMPANY,  a New York corporation  ("Licensor"),
IVI PUBLISHING  (formerly  known as Interactive  Ventures,  Inc. and Interactive
Television,  Inc.), a Minnesota corporation ("Licensee") and MAYO FOUNDATION FOR
MEDICAL EDUCATION AND RESEARCH, a Minnesota nonprofit corporation ("Mayo").


                              W I T N E S S E T H :

         WHEREAS,  Licensor,  Licensee and Mayo entered into a License Agreement
dated as of April 24, 1991  (Agreement)  pertaining  to an Optical  Disc Program
based on The  Mayo  Clinic  Family  Health  Book,  as  amended  April  10,  1992
(Amendment) (collectively the "License Agreement"); and,

         WHEREAS, the rights granted and obligations under the License Agreement
apply to the literary work,  The Mayo Clinic Family Health Book,  First Edition,
and all subsequent editions; and,

         WHEREAS,  Mayo has  developed  a  subsequent  edition,  The Mayo Family
Health Book, Second Edition,  hard copy book version tentatively scheduled to be
published October 1996; and

         WHEREAS,  IVI has  developed an Optical Disc Program of The Mayo Clinic
Family Health Book, Second Edition, released as of September 15, 1995.

         WHEREAS,  the parties pursuant to the License Agreement desire to amend
the  License  Agreement  to  reflect  the  development  by  Licensee  of digital
interactive optical technology/systems  including "CD-ROM," "CD-I" and "On-Line"
for The Mayo Clinic Family Health Book, Second Edition and royalties therefore.

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

         1.       Definitions.   All  capitalized  terms  used  herein  and  not
                  otherwise  defined  shall have the  meaning  given them in the
                  License Agreements.

         2.       Copyrights.  Section 1(a) of the Agreement is amended to read:

                  (a)      "Copyrights"  -  The  term   "copyright"   means  the
                           literary  and  statutory  and common law rights owned
                           and held by Mayo  relating to the  literary  work The
                           Mayo Clinic Family Health Book,  Second  Edition,  as
                           reflected by the certificates  which will be attached
                           as  Exhibit  "A"  following   publication,   and  all
                           subsequent   editions  and   modifications   of  such
                           literary work within the Rights Period;

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<PAGE>




         3.       Optical Disc Program. Section 1(d) of the Agreement is amended
                  to read:

                           (d)      "Optical  Disc  Program" - The term "Optical
                                    Disc Program" means any multi-media software
                                    program   physically   embodied  on  digital
                                    optical interactive  software utilizing only
                                    the   Source   Materials   (as   hereinafter
                                    defined)   for   simultaneous    interactive
                                    presentation  of  video,  audio,   graphics,
                                    animation,  text and data which is  designed
                                    for use  with  digital  optical  interactive
                                    hardware.

         4.       CD-I, CD-ROM, ON-LINE Programs.  Section 7 of the Agreement is
                  amended to read:

                  7.       CD-I, CD-ROM, ON-LINE Programs. It is agreed that the
                           grant of the license under this  Agreement is a grant
                           for     all     digital      interactive      optical
                           technology/systems  as set forth in Section 2 hereof.
                           It is  further  agreed  that the  Licensee  currently
                           intends to produce the Optical  Disc Program in forms
                           that are  generally  referred to as CD-I,  CD-ROM and
                           ON-LINE Programs. The royalty payments and accounting
                           periods set forth in Sections 8 and 9 hereof shall be
                           deemed to apply only to such  programs.  In the event
                           Licensee  chooses to produce the Optical Disc Program
                           using digital  interactive  technology/systems  other
                           than  CD-I,  CD- ROM or  ON-LINE,  then  the  parties
                           hereto shall,  in good faith,  negotiate  appropriate
                           royalty payments  therefore.  Nothing in this section
                           shall be deemed to  limit,  in any way,  the grant of
                           the license made under this Agreement.

                           Notwithstanding  anything  to  the  contrary  in  the
                           Agreement  or  any  amendment  thereto,  the  ON-LINE
                           rights  granted  herein  include  only  the  right to
                           disseminate  the Optical Disc Program in its entirety
                           or substantial  entirety via on-line  information and
                           communication   systems  and  nothing   herein  shall
                           preclude  either  Licensor  or Mayo  from  themselves
                           disseminating or from granting  others,  the right to
                           disseminate  all or any portion of any edition of The
                           Mayo Family  Health Book via any on-line  information
                           and communication system.

         5.       Section 8(a) and (b) of the License Agreement and Section 2, 3
                  and 4 of the Amendment  are deleted in their  entirety and the
                  following substituted therefore:

                  8.       Royalties.

                  (a)      Licensee shall pay to Licensor,  as compensation  for
                           the rights granted herein,  the following royalty and
                           licensing payments.

                           (i)      Royalties Based on Net Sales. Licensee shall
                                    pay to Licensor  royalty  payments  equal to
                                        *                  of Net Sales in each
                                    Accounting Period of this Agreement.

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<PAGE>




                           (ii)     Advance Royalties. As an advance against the
                                    royalty payments under  Subsection  8(a)(i),
                                    Licensee  shall  pay  Licensor     *
                                    on the following schedule:

                                    (a)          *       upon  execution of this
                                             Amendment  Number  Two,  receipt of
                                             which is hereby acknowledged;

                                    (b)                   *               on the
                                             next  four (4)  consecutive  annual
                                             anniversaries  of the  execution of
                                             this Amendment Number Two.

                                    The aforesaid  advances  shall be payable on
                                    the  scheduled  dates  regardless of whether
                                    Licensee has continued to exploit the rights
                                    granted to it hereunder.  At the time of any
                                    normal royalty accounting,  if the royalties
                                    owed exceed the advances  paid to date,  and
                                    if  there  are  any   scheduled  but  unpaid
                                    advance  amounts,  any such excess royalties
                                    shall  be  paid at the  time of said  normal
                                    royalty  accounting and will be considered a
                                    prepayment  of the  next  scheduled  advance
                                    payment.

                  (b)      "Net Sales"  shall mean net  revenues  (i.e.,  net of
                           returns,  commissions/percentages to retailers and/or
                           Remarketers,  sales  taxes and  similar  taxes,  free
                           goods,  discounts  and currency  conversion  charges)
                           retained or  received  by  Licensee  from the sale or
                           rental of the CD-I Program,  CD- ROM discs or On-Line
                           sales.  It is agreed that Net Sales is  calculated on
                           the actual net dollar  amounts  received  by Licensee
                           and is not calculated on the wholesale or retail sale
                           price of the CD-I  Program,  CD-ROM discs or On- Line
                           sales.  "Accounting  Period"  shall mean  consecutive
                           three-month quarters commencing October 1, and ending
                           December 31,  March 31, June 30 and  September 30 and
                           which may be referred to  collectively as "Accounting
                           Periods",   provided,   however,   that   the   first
                           Accounting Period shall commence September 15, 1995.

         6.       Rights Period.  Section 1(e) of the Agreement and Section 5 of
                  the Amendment are hereby amended as follows:


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<PAGE>


                  (e)      "Rights Period" - The Rights Period for the rights to
                           the Optical  Disc  Program of the Mayo Family  Health
                           Book,  Second Edition shall begin as of September 15,
                           1995 and terminate on September 14, 2000.

         7.       Accounting.  The accounting and report  requirements set forth
                  in Section 9 of the License Agreement shall apply to sale made
                  in each Sales  Category with the  understanding  that separate
                  accountings and reports shall be kept for each Sales Category.

         8.       First Edition.  Any subsequent sales of The Mayo Clinic Family
                  Health  Book,   First  Edition  shall  be  accounted  for  and
                  royalties  paid  under  the  terms  of the  License  Agreement
                  without reference to this Second Amendment.

         9.       Miscellaneous.   Except  as  modified   hereby,   the  License
                  Agreement as amended remains in full force and effect.  In the
                  event of an  inconsistency in the terms between this Amendment
                  Number Two and the License Agreement as amended,  the terms of
                  this Agreement Number Two shall prevail.


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


LICENSOR:                                  LICENSEE:

WILLIAM MORROW COMPANY                     IVI PUBLISHING, INC.



By:                                        By:
   Its:                                      Its

MAYO:

MAYO FOUNDATION FOR
MEDICAL EDUCATION AND RESEARCH



By:
   Its:



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