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

                                                                   EXHIBIT 10.15





                                  ANCHOR BRAND

                           CONTENT PROVIDER AGREEMENT

                                     BETWEEN

                                   AT&T CORP.

                                       AND

                              IVI PUBLISHING, INC.



<PAGE>




                                TABLE OF CONTENTS





RECITALS......................................................................1

   A. Certain Definitions.....................................................1

   B. License to Exploit the Content..........................................6

   C. Production and Delivery of Content......................................8

   D. AT&T Service Functions..................................................9

   E.  Advertising...........................................................10

   F. Electronic Commerce on the Network.....................................10

   G. Third Party Content....................................................11

   H.  Revenue Sharing and Payment...........................................11

   I. Anchor Brand Content Provider..........................................14

   J. Anchor Brand Council...................................................15

   K. Marketing..............................................................16

   L. Non-Solicitation.......................................................18

   M. Subscriber Information.................................................18

   N. CD-ROMs, Books, and Derivative Products................................19

   O. Provider's Web Site....................................................20

   P.  Option to Purchase Provider Shares....................................20

   Q.  Provider Content Plan.................................................24

   R. Term...................................................................24


STANDARD TERMS...............................................................26

   1. Content Standards......................................................26

   2. Software License, Training.............................................26

   3. Ownership..............................................................29

   4. Provider Trademark Graphics............................................29

   5. Payments...............................................................29

   6. Representations and Warranties by Provider.............................31

   7. Representations and Warranties by AT&T.................................33

   8. Exclusions and Limitations.............................................34

   9. Indemnification; Insurance.............................................35

   10. Confidentiality; Press Releases.......................................38

   11. Suspension Due to Force Majeure.......................................39

   12. Protection of Copyrights and Trademarks...............................39

   13. Termination...........................................................39

   14. No Obligation to Exploit..............................................41

   15. General Provisions....................................................42



<PAGE>





EXHIBITS

Exhibit 1 - AT&T Advertising  Standards 
Exhibit 2 - Content Editorial  Standards
Exhibit 3 - Content Technical  Standards 
Exhibit 4 - Delivery Schedule 
Exhibit 5 -  List  of  Titles  
Exhibit 6 -  Provider  Trademarks  
Exhibit 7 -  Provider Responsibilities  
Exhibit 8 - Customer Care Guidelines  
Exhibit 9 - Subscription Agreement  
Exhibit 10 - Registration  Rights  Agreement  
Exhibit 11 - Provider's Advertising  Standards  
Exhibit 12 -  Exclusivity  Exceptions  
Exhibit 13 - Distribution Agreement




<PAGE>





                                  ANCHOR BRAND

                           CONTENT PROVIDER AGREEMENT


         This Anchor Brand  Content  Provider  Agreement  including the Standard
Terms  and  Exhibits  1  through  13  attached  hereto  and  made a part  hereof
(collectively, this "Agreement") dated as of October 30, 1995, is by and between
AT&T Corp. ("AT&T"), a corporation  organized under the laws of the State of New
York with offices at 400 Interpace  Parkway,  Parsippany,  New Jersey 07054; and
IVI Publishing, Inc. ("Provider"), a corporation organized under the laws of the
State of  Minnesota,  with  offices at 7500  Flying  Cloud  Drive,  Minneapolis,
Minnesota 55344-3739.


                                    RECITALS

         AT&T desires to introduce a portfolio of on-line  computer  services to
its  customers  which  will  include a Health  and  Wellness  service or service
segment ("Health and Wellness Service") and to exploit as part of its Health and
Wellness  Service  certain  Content owned or licensed by Provider;  and Provider
desires to make such  Content  available  to AT&T  pursuant to the terms of this
Agreement.

         For good  and  valuable  consideration,  receipt  of  which  is  hereby
acknowledged, AT&T and Provider hereby agree as follows:


         A. Certain Definitions

         As used  herein,  the  following  terms shall have the  meaning  herein
ascribed:

         (a)      "Adjusted Transaction Revenues":  Gross revenues from Provider
                  Transactions  after deducting (i) applicable taxes, other than
                  taxes on net income,  (ii) refunds  actually paid by Provider,
                  and (iii) shipping and handling charges.

         (b)      "Advertising  Fees":  All revenues  received for  advertising,
                  less  advertising  agency  commissions and reasonable  credits
                  allowed in accordance with customs of trade in the advertising
                  business,  provided  that  if the  advertiser  pays  for  such
                  advertising  with products or services,  the fair market value
                  of such  products or services,  as  determined  by AT&T in its
                  reasonable discretion, shall be included within the definition
                  of "Advertising Fees".

         (c)      "Anchor Brand  Content  Provider":  A content  provider on the
                  AT&T Service  designated  as such by AT&T in  accordance  with
                  Section I.

         (d)      "Anchor Brand Council":  The organization described in Section
                  J hereof.

         (e)      "AT&T Advertising  Standards":  The advertising  standards set
                  forth on Exhibit 1, attached hereto,  as modified by AT&T from
                  time to time, in its reasonable discretion.

         (f)      "AT&T Affiliate":  Any parent, subsidiary or affiliate of AT&T
                  or a United  States  entity  in which  AT&T owns  directly  or
                  indirectly at least fifty percent (50%) of the equity  thereof
                  or a foreign  entity in which AT&T owns directly or indirectly
                  at least twenty percent (20%) of the equity thereof.
<PAGE>

         (g)      "AT&T  Service":  Any  on-line  service  or other  interactive
                  service  offered  to the  general  public  (regardless  of the
                  distribution  medium or mechanism  utilized,  but excluding CD
                  ROMs  and  other  interactive  products)  which  is  owned  or
                  operated by AT&T,  an AT&T  Affiliate or a foreign third party
                  pursuant  to  a  license  from  AT&T  or  an  AT&T  Affiliate,
                  including without limitation, the AT&T on-line service planned
                  for  introduction  in  1996.  If the  operations  of any  AT&T
                  Service are merged,  combined, or joined, in whole or in part,
                  with the operations of any other on-line  service or services,
                  the term AT&T Service  shall be deemed to embrace such merged,
                  combined, or joined services,  subject to Section 15(b) of the
                  Standard Terms.

         (h)      "AT&T Software": The software described in Section 2(a) of the
                  Standard Terms.

         (i)      "Beta Phase  Milestone".  The  milestone  so  described in the
                  Delivery Schedule.

         (j)      "Click":  An action by a  Subscriber  on a  computer  or other
                  communication  device  causing access to and display of a page
                  of content from an AT&T Service or any segment or  sub-segment
                  from an AT&T Service.

         (k)      "Content":  The health and wellness information made available
                  by Provider  for use in the AT&T  Service as provided  herein,
                  including  without  limitation  the  publications  and  titles
                  listed on  Exhibit  5,  attached  hereto,  and any chat,  chat
                  forums and hosted bulletin boards offered by Provider and also
                  including   without   limitation,   all   updates,   upgrades,
                  modifications, and other versions of any of the above.

         (l)      "Content Editorial Standards": The content editorial standards
                  set forth on Exhibit 2, attached  hereto,  as modified by AT&T
                  from time to time, in its reasonable discretion.

         (m)      "Content  Technical  Standards":  The technical  standards set
                  forth on Exhibit 3, attached hereto, as modified by AT&T, from
                  time to time, in its reasonable discretion.

         (n)      "Customer Care  Guidelines":  The Customer Care Guidelines set
                  forth on Exhibit 8, attached hereto,  as modified by AT&T from
                  time to time, in its reasonable discretion.

         (o)      "Delivery  Notice":  A notice from AT&T to the  Provider  that
                  Provider   has  failed  in  a  material   respect  to  deliver
                  substantially  all of the Content scheduled to be delivered on
                  either the Beta Phase  Milestone  or the General  Availability
                  Milestone.

         (p)      "Delivery  Schedule":  The schedule for delivery of Content by
                  Provider attached hereto as Exhibit 4.

         (q)      "Derivative Products and Services":  Products and services, in
                  any media which  substantially  consist of elements of Content
                  created  exclusively  for and  exhibited  on the AT&T  Service
                  (including any fictional  characters  developed as part of the
                  Content   appearing   on  the  AT&T  Service  and  any  unique
                  formatting  or  packaging  of the Content) and any products or
                  services which are updates,  enhancement,  revisions, sequels,
                  prequels, continuations, or modifications thereof.
<PAGE>

         (r)      "Download":  The transfer of displayed or transmitted  Content
                  onto a storage medium.

         (s)      "Electronic Commerce Operations".  In connection with the sale
                  of  products  and/or  services  pursuant  to  this  Agreement,
                  electronic  shopping  capabilities,  order processing,  credit
                  card processing  (including  verification),  order fulfillment
                  (including  locating,  shipping & handling  and  invoicing  of
                  products or services),  processing  of returns,  collection of
                  revenues from product and/or service sales and payment thereof
                  to Provider,  inventory  management and customer  service with
                  respect to the above.

         (t)      "Exclusivity  Period":  The period  defined in Section B(c) of
                  this Agreement.

         (u)      "Event of Force  Majeure":  Any event as defined in Section II
                  of the Standard Terms.

         (v)      "Foreign Revenues":  Any revenues collected by AT&T or an AT&T
                  Affiliate  that are derived from the AT&T Service  outside the
                  United   States.   Foreign   Revenues  shall  be  net  of  any
                  commissions,  agency fees,  distribution fees or other similar
                  fees paid to foreign distributors or agents other than an AT&T
                  Affiliate.

         (w)      "General Availability  Milestone".  The milestone so described
                  in the Delivery Schedule.

         (x)      "Health  and   Wellness   Segment"  or  "Health  and  Wellness
                  Service": The service or segment of the AT&T Service dedicated
                  to the  community  of  interest  associated  with  health  and
                  wellness.

         (y)      "Net Provider  Revenues":  Provider  Revenues after  deducting
                  revenues from the sale of products, but including revenues (i)
                  from the Downloading of Content pursuant to Subsection H(e)(i)
                  and (ii) from the sale of CD-ROM titles  through  various AT&T
                  distribution  channels and marketing  programs as described in
                  Section N of this Agreement.

         (z)      "Net User Revenues": The user fees/charges, collected by AT&T,
                  associated with utilizing the Service, segment, or sub-segment
                  as the case may be,  (including  such Net User Revenues  which
                  are Foreign  Revenues,  but excluding  network and access fees
                  and  any  other  charges  associated  with  transport  to  the
                  service) after  deducting any applicable  agency  commissions,
                  finder fees or bounties  associated with bringing  Subscribers
                  to the AT&T Service, credit card charges and taxes (other than
                  taxes  on net  income).  If the  user  pays  for such use with
                  products or services , the fair market value of such  products
                  or  services,   as  determined  by  AT&T  in  its   reasonable
                  discretion,  shall be included  within the  definition of "Net
                  User Revenues".

         (aa)     "Person": Any corporation, p artnership or other business unit
                  or entity recognized under law, or a natural person.

         (bb)     "Premium   Content":   Shall  mean  any   Content   for  which
                  Subscribers  will be  charged a fee over and above the fee for
                  use of the basic AT&T Service.


<PAGE>

         (cc)     "Provider  Advertising  Standards":  The Advertising Standards
                  set  forth on  Exhibit  11,  attached  hereto as  modified  by
                  Provider, from time to time, in its reasonable discretion.

         (dd)     "Provider  Brands":  Mayo Foundation For Medical Education and
                  Research,  Massachusetts Medical Society, and any other entity
                  licensing rights to Content to Provider.

         (ee)     "Provider  Revenues":  All  revenues  collected by Provider in
                  connection  with  this  Agreement,  regardless  of its form or
                  nature (and without any  deductions  or  subtractions,  except
                  taxes (other than taxes on net income); refunds actually paid,
                  and  shipping  and  handling   charges),   including   without
                  limitation,  Provider  Revenues  from the  purchase or sale of
                  CD-ROM titles through various AT&T  distribution  channels and
                  marketing programs as described in Section N of this Agreement
                  and any such Provider Revenues which are Foreign Revenues.

         (ff)     "Provider  Trademarks":  The trademarks set forth on Exhibit 6
                  attached  hereto,  as modified  by Provider  from time to time
                  solely to the extent reasonably required to reflect Provider's
                  acquisition  of  additional   rights  or  Provider's  loss  or
                  modification  of rights to use trademarks  associated with the
                  Content.

         (gg)     "Provider Transaction": The sale of merchandise or services by
                  Provider,  its  representatives,  agents  or  distributors  in
                  direct  response to an  offering  made by Provider on the AT&T
                  Service, provided that, with respect to the sale of Derivative
                  Products  or  Services,  any such  sale  shall  be a  Provider
                  Transaction  regardless of how or by whom such  merchandise or
                  services  are sold or  whether  or not such  sale is in direct
                  response to an offering made by Provider on the AT&T Service.

         (hh)     "Revenue  Targets":  The following  annual minimum targets for
                  Net  Provider  Revenues,  each of which shall be  individually
                  referred  to herein as a Revenue  Target,  beginning  with the
                  year 1997:(i) Four Million Dollars ($4,000,000) for 1997, (ii)
                  Four Million  Dollars  ($4,000,000)  for 1998,  and (iii) Five
                  Million Dollars  ($5,000,000) for 1999, which amounts shall be
                  cumulative  (i.e.,  the  cumulative  target  for 1997 and 1998
                  combined is Eight Million Dollars ($8,000,000); the cumulative
                  target for 1997,  1998 and 1999  combined is Thirteen  Million
                  Dollars). For example if Net Provider Revenues in 1997 are Six
                  Million  Dollars  ($6,000,000),  the  Revenue  Target for 1998
                  would be  achieved  with  1998 Net  Provider  Revenues  of Two
                  Million  Dollars  ($2,000,000).  To the  extent  AT&T pays any
                  money  to  Provider  pursuant  to  Subsection  B(c)(i)  (e.g.,
                  Revenue Target  shortfall  payments) such payment shall not be
                  subject to refund by  Provider  or offset  against any amounts
                  owed to Provider by AT&T or any AT&T Affiliate.

         (ii)     "Sponsor":  The host, promoter or sponsor of a bulletin board,
                  forum, chat session, special event or other similar activity.


<PAGE>

         (jj)     "Sponsorship":  The  hosting,  promotion  or  sponsoring  of a
                  bulletin  board,  chat forum,  special  event or other similar
                  activity.

         (kk)     "Sponsorship   Revenues":   Fees  paid  by  a  Sponsor,  after
                  deduction of applicable agency  commissions and charges as are
                  reasonable  and  customary,  in  connection  with chat, a chat
                  forum,  bulletin board or special event for which such Sponsor
                  receives  some  promotional  or  other  consideration.  If the
                  Sponsor pays for such  Sponsorship  with products or services,
                  the  fair  market  value  of such  products  or  services,  as
                  determined  by AT&T in its  reasonable  discretion,  shall  be
                  included within the definition of "Sponsorship Revenues".

         (ll)     "Subscriber":  Any Person with authorized access to the Health
                  and Wellness Service or any other AT&T Service.




         B. License to Exploit the Content.

         (a) License  Grant.  Subject to the terms of this  Agreement,  Provider
hereby  grants to AT&T a worldwide  license to use,  review,  copy,  display and
perform (privately and publicly), publish, transmit, distribute,  sublicense and
exploit  the  Content  in whole  or in part,  separately  or  together  with the
Provider  Trademarks,  on or in connection with the promotion or marketing of an
AT&T Service in any medium, now known or hereafter devised,  including,  without
limitation,  in connection with any demonstration,  promotion,  advertisement or
publicity of an AT&T Service.  Without  limitation of the foregoing,  the rights
granted to AT&T  include the  following:  (i) the right to enter the Content and
Provider  Trademarks  into AT&T's files,  storage space and databases;  (ii) the
right to store, process, retrieve and transmit and to authorize others to store,
process,  retrieve and transmit  the Content and  Provider  Trademarks  on or in
connection  with an AT&T Service in any manner or media,  now known or hereafter
discovered or devised;  (iii) the right to reasonably  juxtapose and combine the
Content with materials owned and/or  controlled by AT&T, and/or by third parties
for the purpose of promoting  and  advertising  the AT&T  Service;  and (iv) the
right to offer to  Subscribers  the  option  of  printing  and  Downloading  for
personal  use all or any portion of the Content and the Provider  Trademarks  to
the Subscriber's computer hard drive or onto a separate disk.

         (b) Exclusivity. Except as set forth on Exhibit 12, the license granted
to AT&T herein shall be exclusive.  Provider warrants and represents that except
as set forth on  Exhibit  12;  (i) the  Content  has not  previously  been used,
displayed,   performed,   published,   transmitted,   distributed,   advertised,
demonstrated,  promoted or otherwise exploited, directly or indirectly, by or to
the public, in connection with any on-line computer service or any other form of
interactive  on-line  service ; and (ii)  during  the  Exclusivity  Period,  the
Content  will  not  be  used,  displayed,  performed,  published,   transmitted,
distributed,  advertised,  demonstrated,  promoted or otherwise exploited in any
manner,  directly or  indirectly,  by or to the public,  in connection  with any
on-line  computer  service or any other form of  interactive  service  except as
specifically  authorized by Section O(b), below.  AT&T and Provider  acknowledge
and  agree  that  breach of this  Section  by  Provider  shall  entitle  AT&T to
injunctive relief for breach thereof.

         (c) Exclusivity  Period.  The Exclusivity  Period shall commence on the
date of this  Agreement  and  continue  throughout  the  term  hereof  

                                       *


<PAGE>

         (d) Guaranteed  Minimum  Revenue.  As  consideration  for the exclusive
rights  granted to AT&T  pursuant  to Section  B(b),  AT&T  agrees to  guarantee
minimum  aggregate  1995 and  1996  Provider  Revenues  of Two  Million  Dollars
($2,000,000), payable as an advance against such 1995 and 1996 Provider Revenues
(excluding   advertising  and  sponsorship  revenues  allocated  exclusively  to
Provider, pursuant to Section H(d)(i)), payable as follows:

         (i)      One  Million  Dollars  within  thirty (30) days of the date of
                  this Agreement; and

         (ii)     One Million Dollars within ten (10) days of January 1, 1996.

AT&T shall make the  payments  recited in this  Subsection  B(d)  regardless  of
whether or not AT&T offers the AT&T Service or the Health and Wellness Service.


         C. Production and Delivery of Content.

         Provider  shall  furnish  the  Content to AT&T in  accordance  with the
Delivery Schedule.  Thereafter,  during the Term of this Agreement: (i) Provider
shall create,  update and maintain the Content (and without limitation,  perform
in all material  respects the  obligations  specified on Exhibit 7 in connection
therewith); and (ii) provide the Content for publication and distribution on the
AT&T Service. If within thirty (30) days after receipt by Provider of a Delivery
Notice  from  AT&T,   Provider   fails  in  any  material   respect  to  deliver
substantially all of the Content referenced in such Notice, Provider shall, upon
written demand by AT&T,  pay AT&T the sum of      *      in liquidated  damages,
which shall not be a penalty,  for each full month in which such  Content is not
delivered up to a maximum aggregate amount of              *                   .
In addition,  if Provider does not deliver to AT&T any Content  whatsoever prior
to January 1, 1997  (assuming  delivery of such Content is required  pursuant to
the Delivery Schedule), Provider shall, upon written demand by AT&T, pay AT&T an
additional  sum  of       *          in liquidated damages, which shall not be a
penalty.  The foregoing  notwithstanding,  Provider shall not be required to pay
any  liquidated  damages  pursuant  to this  Section C to the extent  Provider's
failure to deliver  Content  results  from any action or omission by AT&T or any
AT&T Affiliate.


         D. AT&T Service Functions

         Subject to Section 14 of the Standard Terms, AT&T shall:

         (a) Use  reasonable  efforts to  establish,  maintain  and  operate the
Health and  Wellness  Service and AT&T  Service at its  expense  pursuant to the
terms of this Agreement;

         (b) Host content on servers and provide specifications, and support for
providers  to  transport  their  content  to the  AT&T  Service;  including  the
maintenance  of file or storage  space  reasonably  sufficient  to store current
Content  made  available  by Provider  for a  reasonable  time  consistent  with
commercially  prudent operation of the AT&T Service,  provided AT&T shall not be
obligated  to  archive  Content  that  has been  updated,  replaced  or  becomes
obsolete;

         (c) Provide such  development  and authoring  tools and such other AT&T
Software  (including  any updates,  upgrades and  enhancements  of such) as AT&T
determines in its sole  discretion to make  generally  available to Anchor Brand
Content  Providers  (subject  to  Section  2(b) of the  Standard  Terms) for the
purpose of allowing Provider to design, develop,  launch, test and implement its
Content on the AT&T Service;


<PAGE>

         (d) Provide such training as AT&T  determines in its sole discretion to
make generally  available to Anchor Brand Content Providers , subject to Section
2(d) of the Standard Terms, on terms that are at least as favorable as the terms
generally available to other Anchor Brand Content Providers;

         (e)  Provide  network  access  to the AT&T  Service  via AT&T  WorldNet
Service or such other Internet access service as may be offered by AT&T, as well
as general access to users from other Internet access providers;

         (f) Provide  various  operational  features for a  competitive  on-line
service  which  may  include  Information  access,  on-line  communications  and
applications, file copy services, electronic shopping capabilities, E-Mail, chat
forums,  bulletin boards,  and Internet  standard  security for transactions and
user  data  input,  all  subject  to  AT&T's  right  to  determine,  in its sole
discretion,  the features  that will be available  with the AT&T Service and the
date of availability;

         (g) Provide customer care, including the following functions:

                  (i)      Delineate   and    promulgate   all   Customer   Care
                           Guidelines,

                  (ii)     Develop  and  maintain  the  Subscriber  registration
                           process,

                  (iii)    Develop and perform  all general  billing  functions,
                           including  collection  of usage data,  generation  of
                           billing   statements   and   management   of  billing
                           inquiries,

                  (iv)     Provide  support for  customer  questions,  including
                           managing customer  inquiries  relating to content and
                           referring   inquiries  to  content   providers   when
                           appropriate,

                  (v)      Monitor and maintain system performance, and

                  (vi)     Develop and perform quality control functions; and

         (h)      *


         E. Advertising.

         AT&T  shall have the right to enter into  agreements  with  advertising
sales  agencies  which  grant  them the  right to sell  advertising  on the AT&T
Service,  including  advertising  for  inclusion  in any  page or  screen  which
includes the Content.  AT&T or any such advertising sales agency engaged by AT&T
shall be entitled to obtain  advertisements  for  inclusion  on any screen which
contains Provider's Content, provided such advertisements: (i) shall comply with
the AT&T Advertising  Standards and Provider Advertising  Standards;  (ii) shall
not be juxtaposed with or appear to be part of the Content; and (iii) shall make
no statement to the effect or which implies that Provider, any Provider Brand or
any owner or creator of the Content  certifies,  endorses or guarantees the AT&T
Service,  any segment  thereof,  any other provider of content or service or any
other service or product. 

                                *



<PAGE>

         F. Electronic Commerce on the Network

         Subject to Section D of this  Agreement  and Section 14 of the Standard
Terms, Provider may offer products and/or services for sale on the AT&T Service,
provided  that:  (i) the  Provider  complies in all material  respects  with the
Customer Care Guidelines,  and (ii) such offers are approved in advance by AT&T,
which approval shall not be unreasonably  withheld. In the event an offer is not
rejected by AT&T within ten (10)  business days after it is presented to AT&T by
Provider for approval it will be deemed  approved.  In addition once an offer is
approved,  such  approval  shall apply to subsequent  offers of  product(s)  and
service(s) that are substantially  similar.  AT&T shall have  responsibility for
providing  Electronic  Commerce  Operations  with  respect  to the  sale  of any
products  or services  pursuant to this  Section F  (consistent  with  technical
capabilities of an Internet based on-line service) at a standard consistent with
AT&T's customer care practices.


         G. Third Party Content

            *


         H. Revenue Sharing and Payment.

         (a)     *          

         (b) Chat,  Chat Forums and Hosted Bulletin  Boards.  AT&T shall receive
100% of the Net User Revenues derived from chat, chat forums and hosted bulletin
boards  which are not  sponsored  by  Provider,  Provider  Brands or third party
Sponsors provided by Provider. If and when chat, chat forums and hosted bulletin
boards become  available as part of the Health and Wellness  Service,  Provider,
Provider Brands and third party Sponsors  provided by Provider will be permitted
to host chat forums and bulletin  boards  pursuant to the practices,  procedures
and guidelines  reasonably  established  by AT&T.  AT&T will receive  *  and the
Provider shall receive  *  of the Net User Revenues  (after the deduction of any
applicable agency  commissions and  transport/access  charges) derived from chat
forums and bulletin  boards hosted by Provider,  Provider  Brands or third-party
Sponsors provided by Provider.

         (c) Content Downloading.  AT&T shall receive  *  and the Provider shall
receive   *  of all  revenues  derived  from  charges  to  Subscribers  for  the
Downloading  of  Content  (other  than  (i)  the  Content   Downloading  charges
established by Provider,  and (ii) Adjusted  Transaction  Revenues in connection
with Provider Transactions).



<PAGE>


         (d) Sponsorship Revenues and Advertising Fees.

                  (i)  Prior to 1997 or  until  Six  Months  after  the  general
         availability  of  the  Health  and  Wellness   Service  to  Subscribers
         (whichever is later):  Provider  shall receive  *   of the  Advertising
         Fees and Sponsorship  Revenues derived from advertising and Sponsorship
         located on the screens and pages furnished by Provider.

                  (ii) Beginning  January 1, 1997 or after the expiration of Six
         Months  after the  general  availability  of the  Health  and  Wellness
         Service to Subscribers (whichever is later): AT&T shall receive  *   of
         the Advertising Fees and Sponsorship Revenues generated from the Health
         and  Wellness  Service or other AT&T  Service  which are  derived  from
         advertising  and  Sponsorship  not  located  on the  screens  and pages
         furnished  by  Provider.  AT&T shall  receive   *  and  Provider  shall
         receive  *  of Advertising  Fees and Sponsorship  Revenues derived from
         advertising and Sponsorship  located on the screens and pages furnished
         by Provider.

                  (e) Electronic  Commerce Fees. AT&T shall receive (i) * of the
         Adjusted  Transaction  Revenues  derived  from  Provider   Transactions
         transacted by electronic  delivery (that is, by  Downloading)  from the
         Health and Wellness Service or other AT&T Service (provided that in the
         event  the  Downloading  does  not  reflect  a  legitimate   electronic
         transaction  but merely reflects the Downloading of Content in order to
         circumvent Content user fees, such revenues shall be allocated pursuant
         to Section H(a) or H(c) as appropriate); (ii) * of Adjusted Transaction
         Revenues  derived  from  Provider   Transactions   where  the  Provider
         Transaction  is in direct  response  to the offer on the AT&T  Service,
         (e.g.,  mail,  telephone,  fax,  electronic  mail or any other means of
         direct  response),  but the  transaction is not completed by electronic
         delivery from the AT&T  Service,  provided that AT&T shall also receive
         100% of any shipping and handling  charges  reasonably  established  by
         AT&T  for  such  transaction  (provided  that  AT&T  provides  * of the
         Electronic  Commerce  Operations);  (iii)  *  of  Adjusted  Transaction
         Revenues from the sale of any  Derivative  Product or Service in direct
         response to an offer on the AT&T Service (provided that AT&T provides *
         of  the  Electronic  Commerce  Operations),  and  (iv)  *  of  Adjusted
         Transaction  Revenues  from  the  sale  of any  Derivative  Product  or
         Service,  regardless  of  where  or how  sold,  other  than  by  direct
         response.  In the event that AT&T does not provide * of the  Electronic
         Commerce  Operations,  the  parties  will  negotiate  in  good  faith a
         reasonable  downward  adjustment to the amounts specified in items (ii)
         and  (iii)  above,  based  upon the cost of the  operations  not  being
         performed by AT&T.

                  (f) Other Revenues.  AT&T shall receive  *  and Provider shall
         receive  *    of  any  other   revenues,   net  of  applicable   agency
         commissions,  charges, fees and taxes (other than taxes on net income),
         derived from  exploitation of the Content on the AT&T Service which are
         not described elsewhere in Section H, excluding:  (i) the payments made
         pursuant to Section B(d),  (ii) the Revenue Target  shortfall  payments
         made pursuant to Subsection  B(c)(i),  and (iii) revenues from the sale
         of products  or  services  by Provider  that are not covered by Section
         H(e).

                  (g)  Beta  Testing.  Notwithstanding  any  provision  in  this
         Section  H,  AT&T  reserves  the  right  not  to  charge  any  fees  to
         Subscribers during any reasonable period of beta testing, as determined
         by AT&T in its reasonable discretion.


         I. Anchor Brand Content Provider

                    *



<PAGE>

         J. Anchor Brand Council

                    *

         K. Marketing.

                  (a) Upon request by AT&T,  Provider shall promptly  furnish to
         AT&T, such camera-ready graphics, artwork and/or other materials now in
         existence  or which come into  existence  during the Term,  as Provider
         determines to furnish in its reasonable discretion, for the advertising
         and promotion of the Content, and its availability on the AT&T Service,
         to be used by AT&T and by third parties  authorized by AT&T, solely for
         the purpose of advertising and/or promoting the AT&T Service; provided,
         however,  that no change or modification  can be made to such materials
         without   Provider's   prior   approval,   which   approval  shall  not
         unreasonably be withheld, and further provided,  that in the event such
         a request for approval is not rejected  within ten (10)  business  days
         after submission to Provider, it will be deemed approved.

         AT&T shall  promptly  furnish to Provider  such camera ready  graphics,
         artwork  and/or  other  materials  now in  existence or which come into
         existence  which pertain (i)  generically to the AT&T Service or to the
         Health and  Wellness  Service  or (ii) to  another  segment of the AT&T
         Services if it has  relevance to the Health and Wellness  Service,  and
         which it  provides  to  other  Content  Providers  for the  purpose  of
         advertising  and promoting the Health and Wellness  Service  and/or the
         AT&T  Service,  to be used  by  Provider  solely  for  the  purpose  of
         advertising and/or promoting the AT&T Service,  the Health and Wellness
         Service or the  content  available  on the AT&T  Service.  No change or
         modification  can be  made  to  such  materials  without  AT&T's  prior
         approval,  which approval shall not be unreasonably withheld,  provided
         that,  in the event such a request for approval is not rejected  within
         ten (10)  business  days after  submission  to AT&T,  it will be deemed
         approved.

                  (b)  Provided  that the  Health and  Wellness  Service is made
         generally  available to  Subscribers  by AT&T,  Provider shall actively
         promote  and  market  the  Content  and its  availability  on the  AT&T
         Service,  as  soon  as  reasonably  practicable  and  after  reasonable
         collaboration with AT&T. Provider shall secure and pay for, at its sole
         cost and  expense,  advertising,  in any media,  of the Content and its
         availability  on the AT&T  Service  and shall  mention  the  Health and
         Wellness  Service or the AT&T Service in all such  advertising,  and in
         all media packaging of Derivative  Products.  Provider may determine in
         its  discretion  the  amount  of  advertising  and  the  allocation  of
         advertising among different media. Upon AT&T's request,  Provider shall
         furnish  AT&T with a  description  of its  advertising  program no more
         often than once every six months  during the Term.  The  content of all
         such  advertising  shall be subject to the prior  written  approval  of
         AT&T, which shall not be unreasonably  withheld.  No advertising or any
         promotion  shall  make any use of AT&T's  name or logo,  or the name or
         logo of the AT&T Service or any segment thereof,  or any other property
         of AT&T, without AT&T's prior written approval, provided, however, that
         approval  to use the name of the AT&T  Service  and/or  the  Health and
         Wellness Service shall not be unreasonably  withheld.  If AT&T does not
         reject any advertising or promotional  content or materials  within ten
         (10) business days after it has been  submitted to AT&T by Provider for
         approval, such advertising or promotional content or materials shall be
         deemed approved.

         If AT&T shall  approve any  advertising  or promotion or the use of the
         name or logo of the AT&T Service or any segment thereof, Provider shall
         not be required to secure  additional  approval from AT&T in connection
         with  future  advertising,  promotion  and use  that  is  substantially
         similar to that which has been  approved,  provided that Provider shall
         use  reasonable  efforts  to  furnish  AT&T  with  copies  of all  such
         advertising  prior to their  appearance  in any  media or  through  any
         retail or other public presentation.


<PAGE>

                  (c)    *

                  (d) AT&T will consult with  Provider  concerning  co-marketing
         opportunities  for the  Health  and  Wellness  Service  and  Provider's
         Content as well as the organization, direction and other aspects of the
         AT&T  Service.  In addition,  subject to Section K(e) below,  AT&T will
         include  references to Provider and Provider  Trademarks in advertising
         that includes the names of other Anchor Content Providers of the Health
         and Wellness Service.

                  (e) If AT&T,  in its  discretion,  elects  to  create  and use
         marketing  materials  which  mention  the Content  and/or the  Provider
         Trademarks  (other than any  marketing  materials in which the Provider
         Trademarks appear in whole or in part in a list of content providers on
         the AT&T Service), AT&T shall furnish Provider an opportunity to review
         and  approve  such  materials  prior to their  initial  publication  or
         distribution,  which approval shall not be  unreasonably  withheld.  If
         such  materials  have been  approved by  Provider,  AT&T shall have the
         right to create,  publish and distribute,  without additional approval,
         subsequent  marketing  materials  which mention  Provider,  the Content
         and/or the  Provider  Trademarks  in a  substantially  similar  manner,
         provided  that AT&T shall use  reasonable  efforts to furnish  Provider
         with copies of all such marketing  materials prior to their  appearance
         in any media or through  any retail or other  public  presentation.  If
         Provider does not reject  marketing  materials within ten (10) business
         days after it has been  submitted to Provider by AT&T for approval,  it
         shall be deemed approved.

                  (f) The Provider  hereby agrees to use  reasonable  commercial
         efforts  to cause  the  Provider  Brands  to  provide  advertising  and
         promotional support for the Health and Wellness Service and the Content

                  (g) Provider and AT&T will consult with each other  concerning
         co-marketing activities with the Provider Brands.


         L. Non-Solicitation

         AT&T agrees that, during the Exclusivity  Period, it shall not directly
or indirectly  solicit or enter into any  negotiations  or  agreements  with the
Provider Brands  concerning the  possibility of such Provider  Brands  providing
content for the AT&T Service other than through  Provider.  Provider agrees that
during the Exclusivity  Period,  it shall not directly or indirectly (i) provide
any health and wellness content for use on an on-line  service,  or (ii) solicit
or enter into any  negotiations or agreement with any on-line  service  provider
concerning the possibility of providing  health and wellness related content for
such service (excluding a Private Label Service as defined in Exhibit 12).


         M. Subscriber Information

         At Provider's request, AT&T will provide Provider, without charge, with
information  ("General  Profile  Information"),  as  determined  by  AT&T in its
reasonable  discretion,   that  describes  the  habits,  usage  patterns  and/or
demographics  of  Subscribers  as a group,  subgroup or a class of  Subscribers.
Information  identifying  the name or  address  (electronic  or  physical)  of a
Subscriber ("Individual  Subscriber  Information") will be provided to Provider,
without  charge,  to the extent  readily  available,  solely in connection  with
Provider  Transactions and solely for Provider's internal use in connection with
product or service registration,  accounting,  research and marketing. At AT&T's
discretion,  Individual  Subscriber  Information  may be provided  to  Provider,
without charge, solely for the purpose of enabling Provider to design, implement
or  create  a  marketing  program  whereby  Provider  makes a  special  offer or
communication  relative to its products  and/or  services to a targeted group of
Subscribers,  provided the  provisions  of Section K are met and subject to each
individual  Subscriber's  right to elect  not to  receive  any  such  offers  or
communications.


<PAGE>

Individual  Subscriber  Information  related to Provider  Transactions  which is
collected by AT&T shall be Confidential  Information as defined in, and pursuant
to the provisions of Section 10 of the Standard  Terms.  In addition,  AT&T will
not  disclose  any  General   Profile   Information  or  Individual   Subscriber
Information  which is  derogatory  to or critical  of  Provider or any  officer,
director, agent or employee of Provider.

General Profile  Information  shall not be used by Provider except in connection
with providing  Content for the AT&T Service or in connection  with products for
which AT&T  derives  revenues  pursuant to Section H, except that  Provider  may
disclose such Information,  pursuant to appropriate nondisclosure agreements, to
potential  advertisers,  Provider  Brands,  and  Sponsors  for  the  purpose  of
soliciting advertising, additional Content and Sponsorship for the AT&T Service.
All other  information  provided by AT&T to Provider  pursuant to this Section M
shall be solely for the use of Provider  pursuant to the terms of this Section M
and shall not be  disclosed  by  Provider  to any person or entity  which  could
reasonably  be construed as being a competitor of the AT&T Service or other AT&T
telecommunications services.


         N. CD-ROMs, Books, and Derivative Products

                  (a) Provider  agrees to make  available to AT&T all Health and
         Wellness  titles it  produces  in CD-ROM  format,  book format or other
         published format.  AT&T will use the CD ROMs (and may use the books and
         other  publications)  as part of its  marketing  program to promote the
         Health  and  Wellness  Service;   provided  that  AT&T  shall  have  no
         obligation  to  include  in its  marketing  programs  any  such  CD-ROM
         products  which  contain a browser  other  than or in  addition  to the
         Internet  Browser  Software  (as defined in Section  2(c))  licensed to
         Provider pursuant to this Agreement.

                  (b) The price for CD ROMs, books and Derivative  Products used
         for  promotional  purposes  will  be           *

                  (c) The price for CD ROMs, books and Derivative  Products used
         with  AT&T's  marketing  programs  and retail  channels,  (e.g.,  phone
         centers,  retail outlets,  etc.) will be         *

                  (d) AT&T may elect in its sole  discretion to use the CD ROMs,
         books  and  Derivative  Products  in  any  of  its  marketing  programs
         including, without limitation:

                           (i) Distribution  through its phone center stores and
                  retail  outlets;  and/or 

                           (ii)  Distribution  in  connection  with  any  direct
                  marketing promotion by AT&T.


         O. Provider's Web Site

                  (a) Provider  shall be permitted to create health and wellness
         programming and publish such programming (including Content) on its own
         web site  prior to the  launch  of the  Health  and  Wellness  Service,
         provided that:


<PAGE>

                           (i) all Content on Provider's web site is transferred
                  immediately   and  exclusively  to  the  AT&T  Service  to  be
                  available by the General Availability Milestone for the Health
                  and Wellness Service; and

                           (ii)  Provider's  web site is  co-branded in a manner
                  reasonably agreed upon by Provider and AT&T.

                  (b)  After the  launch of the  Health  and  Wellness  Service,
         Provider will have the right to create and/or maintain its own web site
         for any corporate  purpose which is not competitive with the Health and
         Wellness Service, except Provider may provide technical support for the
         Content  and  promote  and  advertise  the  Content  and the Health and
         Wellness Service on its web site.


         P. Option to Purchase Provider Shares

                  (a) The Provider  hereby  grants to AT&T the right to purchase
         common stock of the Provider pursuant to the following terms:

                           (i)  During  the  period  commencing  on the  date of
                  execution of this  Agreement  and  continuing  until March 31,
                  1996,  AT&T shall have the right (the  "First  Option"),  upon
                  written  notice to the  Provider  given  during such period of
                  time, to purchase on the First Option Date (as defined below),
                  for the price of Ten Dollars  ($10.00) per share,  that number
                  of shares of common  stock of the  Provider par value $.01 per
                  share (the "Common  Stock") which shall equal up to 10% of the
                  issued and  outstanding  Common  Stock of the  Provider  after
                  taking into  account the  exercise of this First  Option.  The
                  First  Option  Date  shall  mean the 10th day after the notice
                  pursuant to this Section P(a)(i) is deemed to be given.

                           (ii)  During the period  commencing  on April 1, 1996
                  and continuing until March 31, 1997, AT&T shall have the right
                  (the "Second  Option"),  upon written notice to Provider given
                  during such period of time to make an  additional  purchase on
                  the Second  Option Date (as defined  below),  for the price of
                  Fourteen Dollars ($14.00) per share,  that number of shares of
                  Common Stock which together with Common Stock purchased on the
                  First  Option  Date,  regardless  if held at that time,  shall
                  equal  up to 20% of the  authorized,  issued  and  outstanding
                  Common  Stock,  after taking into account the exercise of this
                  Second Option.  The Second Option Date shall mean the 10th day
                  after the notice  pursuant to this Section  P(a)(ii) is deemed
                  to be given.

                  Notwithstanding anything to the contrary in this Section P(a),
                  the  First   Option  and  the  Second   Option   shall  expire
                  automatically upon the termination of the Exclusivity  Period,
                  for any reason, pursuant to the terms of this Agreement unless
                  the notice given by Provider  pursuant to Section B(c) of this
                  Agreement  expressly provides that such Options will remain in
                  full force and effect.


<PAGE>

                  (b) The exercise of the options set forth in Sections  P(a)(i)
         and P(a)(ii) shall be effected pursuant to subscription agreements, the
         form of which is  attached  hereto as Exhibit 9. In the event that AT&T
         exercises  either or both of its options  pursuant to Sections  P(a)(i)
         and  P(a)(ii),  and  acquires  and  maintains  a  minimum  of seven and
         one-half  percent  (7.5%) of the  outstanding  Common  Stock on a fully
         diluted basis, then, during the Exclusivity Period only,  Provider will
         use all reasonable efforts to support and recommend the election of one
         AT&T nominee to Provider's Board of Directors, including placing AT&T's
         nominee on the management's recommended list of nominees for Provider's
         Board of Directors  in  Provider's  proxy  statement . From the date of
         execution of this Agreement until the expiration of the options granted
         in Sections  P(a)(i) and  P(a)(ii)  above,  AT&T shall be  permitted to
         conduct such due  diligence  investigations  of the Provider and any of
         its subsidiaries as shall be reasonable for a company such as Provider.

                  (c) If AT&T  exercises  either  the  First  Option  or  Second
         Option, in whole or in part, it shall be accorded certain  registration
         rights pursuant to the Registration Rights Agreement attached hereto as
         Exhibit 10.

                  (d) If  Provider  plans to  register  any of its Common  Stock
         pursuant to the Securities  Act of 1933, as amended,  or any similar or
         successor  statute,   at  any  time  while  AT&T  has  outstanding  and
         unexercised  options to purchase  Provider's  Common Stock  pursuant to
         Section P, Provider  agrees to give AT&T written  notice of its planned
         registration  at least thirty (30) days prior to the effective  date of
         such  registration.  AT&T  acknowledges and agrees that neither (i) the
         failure by  Provider  to deliver to AT&T the notice  described  in this
         Section  P(d)  nor  (ii)  the  failure  by  Provider  (for  any  reason
         whatsoever)  to file a  registration  statement in connection  with, or
         otherwise  follow  through on any aspect of such  planned  registration
         (including,  without  limitation,  registering any shares  thereunder),
         shall,  in  either  case,  give rise to or  result  in any  default  by
         Provider  under  this  Agreement  or  give  rise  to or  result  in any
         liability  on the  part of  Provider  to AT&T  or any  AT&T  Affiliate;
         provided  that, if Provider  shall not register its shares after having
         notified AT&T of a plan to do so pursuant to this Subsection P(d), AT&T
         shall have the right to cancel any exercise of its options  pursuant to
         Subsection  P(a) made after receipt of such  notification  by Provider.
         AT&T  hereby  acknowledges  and is aware  that it may  receive  certain
         material  non-public  information  concerning Provider pursuant to this
         Subsection P(d) and that it will advise any of its officers, directors,
         employees,  agents and  representatives  receiving any such information
         through AT&T that the United States securities laws prohibit any person
         who  has  received  from an  issuer  material,  non-public  information
         concerning  the matters  which are the subject of this  Agreement  from
         purchasing or selling  securities of such issuer or from  communicating
         such information to any other person under circumstances in which it is
         reasonably  foreseeable  that such person is likely to purchase or sell
         such securities.


<PAGE>

                  (e) The purchase price of the shares of Common Stock for which
         an option may be  exercised  under this  Section P, shall be subject to
         adjustment from time to time as set forth below.

         If at any time the Provider shall:

                           (i) subdivide its outstanding  shares of Common Stock
                  into a larger number of shares of such Common Stock; or

                           (ii) combine its  outstanding  shares of Common Stock
                  into a smaller number of shares of such common stock;

                  the option  price to purchase  shares of Common Stock shall be
                  adjusted  proportionately so that the total purchase price for
                  all shares being purchased will equal the total purchase price
                  that would have  applied to  acquire  the same  percentage  of
                  Provider's  outstanding  shares  of Common  Stock  immediately
                  prior to the event.  The adjustments  required by this Section
                  P(e)  shall be made  whenever  and as  often as any  specified
                  event  requiring  such  an  adjustment  shall  occur.  For the
                  purpose of any such  adjustment,  any specified event shall be
                  deemed to have  occurred  at the close of business on the date
                  of its occurrence.

                  In case the Provider shall reorganize its capital,  reclassify
                  its capital  stock,  consolidate or merge with or into another
                  corporation   (where  the   Company   is  not  the   surviving
                  corporation  or where  there is any change  whatsoever  in, or
                  distribution with respect to, the outstanding  Common Stock of
                  the Provider),  or sell,  transfer or otherwise dispose of all
                  or  substantially  all of its property,  assets or business to
                  another  corporation  and,  pursuant  to  the  terms  of  such
                  reorganization,  reclassification,  merger,  consolidation  or
                  disposition  of  assets,  (i)  shares of  Common  Stock of the
                  successor or acquiring  corporation  or of the Provider (if it
                  is the  surviving  corporation)  or (ii) any  cash,  shares of
                  stock or other securities or property of any nature whatsoever
                  (including  warrants or other subscription or purchase rights)
                  in addition to or in lieu of common stock of the  successor or
                  acquiring corporation ("Other Property") are to be received by
                  or  distributed to the holders of common stock of the Provider
                  who are  holders  immediately  prior  to such  transaction  (a
                  "Restructuring  Event"),  then  Provider  shall notify AT&T at
                  least thirty (30) days prior to such  Restructuring  Event and
                  either (i) AT&T shall  exercise  its Options  pursuant to this
                  Section P prior to the  occurrence  of any such  Restructuring
                  Event,  or (ii) such  Options  shall expire at the end of such
                  thirty (30) day notice period.

                  (f) The rights  granted to AT&T pursuant to this Section P are
         not assignable or transferable  (directly or indirectly) by AT&T, other
         than to a United States entity which is an AT&T Affiliate.

         Q. Provider Content Plan.

         On or before September 30, of each year,  Provider in consultation with
AT&T,  shall provide AT&T with a detailed  content plan (the "Content Plan") for
the following year with  sufficient  detail to assist AT&T in determining how to
augment the other areas of the Health and Wellness Service.  Provider's  Content
Plan shall be developed by Provider in  consultation  with AT&T and will provide
reasonable detail of the types and areas of Content,  associated  timeframes for
availability,  types of (and to the extent known, specific) forums and speakers;
and premium Content.  Provider shall periodically  review and update the Content
Plan as appropriate to reflect the most comprehensive, accurate, and timely data
available, and shall promptly provide AT&T with any updates to its Content Plan.



<PAGE>

         R. Term.

         The initial term of this Agreement (the "Initial  Term") shall commence
on the date of this Agreement and shall continue for a period of four (4) years.
After  the  Initial  Term,  this  Agreement  shall  continue  in  effect  for an
additional term (the "Additional Term") of indefinite  duration until terminated
by either party upon at least one (1) year's prior  written  notice to the other
party which notice may be given at any time  following the third  anniversary of
this Agreement (the Initial Term and Additional Term together  constituting  the
"Term" of this Agreement).


         IN WITNESS  WHEREOF,  the parties have duly executed and delivered this
Agreement as of the date set forth above.

AT&T CORP.                          IVI PUBLISHING, INC.



By:                                 By:

Title:                              Title:

Date:                               Date:








<PAGE>



                                 STANDARD TERMS


         1. Content Standards.

         (a) Content  Standards.  AT&T hereby delegates to Provider sole control
of the Content;  and Provider  shall manage,  renew,  create,  delete,  edit and
otherwise  control the  editorial  content of the  Content,  all subject to this
Subsection  (a).  Provider  agrees that the Content  will comply in all material
respects with the Content  Editorial  Standards.  AT&T generally will not review
the Content prior to uploading the Content onto the AT&T  Service,  except:  (i)
AT&T  personnel  may review the  Content at the time of  creation of a prototype
design  for  display  of the  Content  on the  Service;  and  (ii)  prior to the
initiation of service,  AT&T personnel may review the initial  Content to ensure
that the Content complies with the Content Editorial Standards.

         (b) Removal of Content. Without limitation of the foregoing, AT&T shall
have the right to remove from the AT&T Service at any time, without prior notice
to  Provider,  any portion of the Content  that in AT&T's sole  opinion does not
comply in all material respects with the Content Editorial Standards or which in
AT&T's  sole  judgment is  otherwise  objectionable.  AT&T shall use  reasonable
efforts to notify  Provider  promptly  following any removal of any Content from
the AT&T Service which shall include an  explanation  of the reason for any such
removal.

         (c)  Viruses.  In the event  that any virus or  destructive  feature is
found in or furnished with any Content,  Provider will use its  reasonable  best
efforts,  upon learning that such situation exists, to immediately eliminate the
virus or destructive feature.  Provider shall notify AT&T as to the existence of
any such virus or destructive  feature  immediately upon discovery thereof,  and
AT&T shall have the right (at the  Provider's  expense to the extent  reasonably
incurred  ) to take any  steps it deems  necessary  to  eliminate  the  virus or
destructive  feature.  Notwithstanding  any  provision of this  Subsection  (c),
Provider  shall not have any  responsibility  with  respect  to any virus  which
originates  from  software  furnished  to Provider by or on behalf of AT&T other
than to  notify  AT&T of the  existence  of any such  virus  upon the  discovery
thereof.


         2. Software License, Training.

         (a) The AT&T  Software.  AT&T is the  developer,  owner or  licensee of
software  development  tools  and/or  utilities  which  allow for the  creation,
delivery,  editing,  manipulation  and  configuration  of the Content as it will
appear on the AT&T  Service  including,  without  limitation,  all  applications
programming  interfaces,  scripting  language  in which  AT&T  has  intellectual
property rights, all code written in any such scripting language  (regardless of
format,  including  source,  object or executable) and other interfaces  related
thereto (collectively the "AT&T Software").

         (b) AT&T Software License. If AT&T requires Provider to use proprietary
AT&T  Software  that is  necessary  to enable  Provider  to  perform  its duties
hereunder and to monitor the AT&T Service , AT&T shall provide such  proprietary
AT&T  Software to Provider  free of charge for the  limited  purposes  specified
below in this Subsection 2(b). If AT&T requires Provider to use  non-proprietary
AT&T  Software  that is  necessary  to enable  Provider  to  perform  its duties
hereunder and to monitor the AT&T Service, AT&T shall use its reasonable efforts
to cause the licensor of such non-proprietary AT&T Software to grant to Provider
a license to such Software,  for the limited  purposes  specified  below in this
Subsection  2(b),  on terms which shall be as favorable to Provider as the terms
generally  available to the other Anchor Brand  Content  Providers.  AT&T in its
sole discretion may also elect to make other AT&T Software available to Provider
for the limited purposes specified below in this Subsection 2 (b). To the extent
AT&T makes AT&T Software  available to Provider,  AT&T hereby grants  Provider a
nonexclusive,  royalty free limited  license to use such AT&T Software solely to
(i) develop a design for the Content on the AT&T Service (the "Content  Design")
and (ii) create,  deliver, edit, manipulate,  configure and test the Content for
use on the AT&T Service.  The Content Design will include  introductory  screens
and  organization  of the  Content.  AT&T shall  have the right to  approve  the
Content Design prior to  publication  of the Content on the AT&T Service,  which
approval  shall not be  unreasonably  withheld.  A Content Design will be deemed
approved  if it is not  rejected  by AT&T  within  ten  (10)  days  after  it is
submitted to AT&T for approval.  The  foregoing  license  shall  terminate  upon
termination of this Agreement for any reason.
<PAGE>

         (c)  Internet  Browser  Software.   AT&T  shall  grant  to  Provider  a
non-exclusive license to include AT&T's Internet browser software (the "Internet
Browser  Software") in products  produced and/or marketed by the Provider if and
only to the extent  AT&T is  permitted  to grant such a license  pursuant to the
terms of the license  agreement  between AT&T and the licensor of such  Internet
Browser Software.  During the Exclusivity  Period,  such a license shall be on a
royalty free basis,  provided , that if AT&T is required to pay a royalty to any
unrelated third party for making or distributing  copies of the Internet Browser
Software  (a "Copy  Royalty"),  Provider  shall pay to AT&T an amount no greater
than such Copy  Royalty  for the  products  containing  copies  thereof.  AT&T's
license from  Netscape  Communications  Corporation  with respect to the version
which it is custom  designing for AT&T currently does not contain a Copy Royalty
charge.  During the  Exclusivity  Period,  if AT&T  creates  and/or owns its own
Internet  Browser  Software  it shall  license  such  Software  to Provider on a
royalty free basis. Provider shall execute a Distribution  Agreement,  a form of
which is attached  hereto as Exhibit 13, prior to receiving  the license for the
Internet  Browser  Software from AT&T.  THE INTERNET  BROWSER  SOFTWARE SHALL BE
PROVIDED BY AT&T AS IS WITHOUT ANY  REPRESENTATIONS OR WARRANTIES OR INDEMNITIES
EXPRESSED OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR  PURPOSE,  AND/OR USAGE OF TRADE,  COURSE OF DEALING OR
COURSE OF PERFORMANCE.

         (d) Training.  If AT&T provides Provider with proprietary AT&T Software
pursuant  to the first  sentence  of Section  2(b)  above,  AT&T  shall  provide
training with respect to such proprietary AT&T Software,  to Provider personnel,
free of charge, to the extent  reasonably  required as determined by AT&T in its
reasonable  discretion.  In  order  to  facilitate  Provider's  creation  of the
Content,  AT&T,  in its sole  discretion,  may  elect to  provide  such  further
training to Provider personnel,  in such manner and to such extent as AT&T deems
appropriate.  Such  training  may be  conducted  at no  cost or at a  charge  to
Provider,  as  determined  by  AT&T in its  sole  discretion.  However,  for all
training provided by AT&T hereunder, Provider shall have sole responsibility for
all  travel,   food  and  lodging  expenses   incurred  by  Provider   personnel
participating in the training.

         (e) Restrictions on Use. Provider shall not copy,  decompile or reverse
compile,  reverse engineer or reverse assemble the AT&T Software or the Internet
Browser Software without the express written consent of AT&T. Except as provided
by this Subsection, Provider shall not permit any third party access to the AT&T
Software.  Provider shall not assign,  transfer, sell, license,  sublicense,  or
grant any rights to or  interests in the AT&T  Software or the Internet  Browser
Software to any other  person or entity  except with respect to a license to use
the AT&T  Software and Internet  Browser  Software as permitted by Sections 2(b)
and 2(c) in  connection  with the sale of  products  or services . Access to the
AT&T Software  shall be restricted to employees and  independent  contractors of
Provider  under an  obligation  of  confidentiality,  who have a need to know in
connection  with the  exercise  of  Provider's  rights  and the  performance  of
Provider's  obligations  under  this  Agreement.  Provider  shall  hold the AT&T
Software in strict confidence in accordance with Section 10 below, using no less
than reasonable  care to protect AT&T's rights  therein.  Provider shall not, at
any time,  use or exploit or  authorize  any third party to use or exploit,  any
Content which  embodies  AT&T  Software or which was created or developed  using
AT&T Software, except for use on the AT&T Service as herein provided except with
respect to a license to use the AT&T Software and Internet  Browser  Software as
permitted by Sections 2(b) and 2(c) in  connection  with the sale of products or
services by Provider.

         (f) No  Access.  Except as may be  required  in order for  Provider  to
perform  its  obligations  hereunder,  Provider  shall  have  no  access  to the
operating  system software for the elements of the AT&T Service delivery system,
including  without  limitation  the  server or  server  complex,  consisting  of
hardware and operating  system software used to store and deliver media elements
for the AT&T Service and, all enhancements,  modifications, additions, revisions
and updates thereto.

         (g) Return of AT&T Software.  Upon termination of this Agreement and/or
the license  granted in this Section 2, Provider shall  promptly  return to AT&T
all copies of the AT&T Software,  together with any notes, abstracts,  summaries
or other documentation relating thereto. Any computer entries,  database entries
or other  recordations  or  manifestations  of the AT&T  Software  which are not
capable of being  returned to AT&T shall  promptly be  destroyed,  and  Provider
shall  certify to AT&T that it has  retained  no copies of the AT&T  Software or
other materials  relating thereto.  Notwithstanding  anything in this Subsection
2(g) Provider shall not be required to destroy any of its products  manufactured
prior to the  termination of this Agreement  which contain the Internet  Browser
Software or AT&T Software.

<PAGE>

         3. Ownership.

         (a) Ownership of Provider  Property.  Except for the rights  granted to
AT&T hereunder,  as between AT&T and Provider,  Provider shall retain all right,
title and interest in and to the Content and the Provider Trademarks  including,
without  limitation,  all  associated  rights under the laws of  copyright,  but
specifically excluding any portion of the AT&T Software which may be included in
the  Content  (together  with any notes,  abstracts,  summaries  and  marketing,
advertising or promotional  materials  with respect  thereto  delivered to AT&T,
collectively,  the  "Provider  Property").  AT&T  agrees  not to  challenge  the
validity of Provider's ownership of the Provider Property.  AT&T shall not alter
or delete any copyright notices or trademarks  included in the Content or in any
other materials provided by Provider to AT&T hereunder. Upon termination of this
Agreement,  AT&T shall promptly  return to Provider the Provider  Property.  Any
computer entries,  data base entries or other  recordations or manifestations of
the Provider  Property  shall  promptly be destroyed  and AT&T shall  certify to
Provider that it has retained no copies of the Provider Property.

         (b) Ownership of the AT&T Software.  Except for the rights  licensed to
Provider  pursuant to Subsection  2(b)of the Standard Terms, as between Provider
and AT&T,  AT&T  shall own all  right,  title  and  interest  in and to the AT&T
Software including,  without limitation, all associated rights under the laws of
copyright, trademarks and patents. Provider shall not challenge AT&T's ownership
of the AT&T Software.  Provider shall not alter or delete any copyright  notices
or trademarks  included in the AT&T Software or the  documentation  for the AT&T
Software provided by AT&T.


         4. Provider Trademark Graphics.

         Upon AT&T's reasonable request, Provider shall promptly furnish to AT&T
camera-ready black and white and full color representations of any and all logos
which  incorporate the Provider  Trademarks,  for AT&T's use consistent with the
terms hereof.


         5. Payments.

         (a)  Calculation  of Payments.  AT&T shall pay to Provider such amounts
computed and  determined  in  accordance  with the terms of the  Agreement,  and
Provider  shall pay to AT&T such amounts  computed and  determined in accordance
with the terms of the Agreement.

         (b) Accounting.

                  (i) AT&T shall  compute  the amounts  payable to Provider  for
         each calendar month in which the Content is available to Subscribers on
         the AT&T Service (an "Accounting  Period") within  forty-five (45) days
         following  the end of such  month and shall  furnish  Provider  with an
         accounting  statement with respect thereto. In the event AT&T generally
         adopts an  Accounting  Period for the AT&T  Service  which is different
         than monthly,  AT&T shall have the right to account to Provider on such
         other basis,  provided that actual or estimated  payments are made on a
         monthly  basis.  Payments,  if due,  shall  be paid  together  with the
         rendering of the accounting statement. If AT&T makes any overpayment to
         Provider, Provider will reimburse AT&T for it; AT&T shall also have the
         right to deduct such  overpayment from any payments due or becoming due
         to Provider.

                  (ii) Provider  shall  compute the amounts  payable to AT&T for
         each Accounting Period within forty-five (45) days following the end of
         such  Accounting  Period  and shall  furnish  AT&T  with an  accounting
         statement  with  respect  thereto.  Payments,  if  due,  shall  be paid
         together with the rendering of the  accounting  statement.  If Provider
         makes any  overpayment to AT&T,  AT&T will  reimburse  Provider for it;
         Provider shall also have the right to deduct such  overpayment from any
         payments due or becoming due to AT&T.


<PAGE>

                  (iii) All payments hereunder shall be payable in U.S. Dollars.
         Foreign  Revenues paid in foreign  currency  shall be converted to U.S.
         Dollars as of the last business day of the  Accounting  Period prior to
         allocation  between AT&T and Provider at the rate published in the Wall
         Street Journal's New York City edition dated on such date or, if not so
         published, at a mutually agreed upon rate.

         (c)  Inspection of Books and Records by Provider.  Not more  frequently
than once during each calendar year, upon  reasonable  advance notice and during
normal business hours,  Provider shall have the right to appoint,  at Provider's
sole cost, an independent  certified public accountant  reasonably acceptable to
AT&T to inspect  AT&T's  books and  records,  at the place where AT&T keeps such
books and  records,  for the sole  purpose of  verifying  the accuracy of AT&T's
calculation of the payments due hereunder. Provider may make such an examination
for a particular statement only once upon reasonable advance written notice, and
only within one (1) year after the date that statement was rendered to Provider.
Provider  will  not be  entitled  to  examine  any  records  that do not  relate
specifically  to the payments due hereunder and in no event shall  Provider have
the right to inspect statements or information  pertaining to other AT&T Service
content  providers  other  than  records  which  relate  to the  computation  or
determination  of the payments due Provider  hereunder.  Absent claims of fraud,
any statement rendered to Provider by AT&T hereunder shall be deemed binding and
conclusive  and  Provider  shall be forever  barred  from  raising  any claim in
connection  therewith if AT&T does not receive specific  written  objection with
respect  thereto  within  eighteen (18) months from the date such  statement was
rendered to Provider, or if no arbitration is commenced within the six (6) month
period following the date of such timely written objection.

         (d) Inspection of Books and Records by AT&T. Not more  frequently  than
once during each calendar year, upon reasonable advance notice and during normal
business  hours,  AT&T shall have the right to appoint,  at AT&T's sole cost, an
independent  certified public  accountant  reasonably  acceptable to Provider to
inspect  Provider's  books and records,  at the place where  Provider keeps such
books and records,  for the sole purpose of verifying the accuracy of Provider's
calculation of the payments due hereunder. AT&T may make such an examination for
a particular  statement only once upon reasonable  advance  written notice,  and
only  within one (1) year after the date that  statement  was  rendered to AT&T.
AT&T will not be entitled to examine any records that do not relate specifically
to the payments due hereunder or to the calculation of Provider Revenues. Absent
claims of fraud, any statement  rendered to AT&T by Provider  hereunder shall be
deemed  binding and conclusive and AT&T shall be forever barred from raising any
claim in  connection  therewith if Provider  does not receive  specific  written
objection with respect  thereto  within  eighteen (18) months from the date such
statement was rendered to AT&T or if no arbitration is commenced  within the six
(6) month period following the date of such timely written objection.


         6. Representations and Warranties by Provider.

To induce AT&T to enter into this Agreement, Provider warrants and represents to
AT&T that:

         (a) Corporate  Status.  Provider is a corporation  in good standing and
formed  under  the  laws  of the  state  identified  in the  first  introductory
paragraph  of this  Agreement,  and  Provider  has the  full  right,  power  and
authority to enter into this Agreement and to grant the rights herein granted.

         (b) No Conflicting Obligations. The performance by Provider pursuant to
this  Agreement  and/or the rights herein granted to AT&T will not conflict with
or  result  in a breach  or  violation  of any of the  terms or  provisions,  or
constitute a default under any  organizational  instruments of Provider,  or any
agreement to which Provider is a party or to which it is bound.
<PAGE>

         (c) Compliance with Laws and Regulations.           *

         (d)  Content  Editorial  Standards.             *

         (e) No  Infringement.             *

         (f) Viruses.            *

         (g) Copyright Protection.          *

         (h) Safety.            *

         (i) Rejection of Mayo Materials. Provider shall not refuse or be deemed
to have refused for on-line  publication (other than for a valid business reason
as determined by the senior management of Provider in good faith, provided that,
any  additional  payment or other  consideration  to be received by Provider for
such refusal shall not constitute a valid  business  reason for purposes of this
Subsection)  any  offer  from the Mayo  Foundation  for  Medical  Education  and
Research  ("Mayo")  of  materials  or title  ideas  for  electronic  publication
pursuant to the terms set forth in Section 2.1 of the 1994 License,  Development
and Marketing  Agreement between Mayo and Provider dated September 27, 1994 (the
"1994 Mayo Agreement").

         (j) Mayo  Platform  Selection.  Provider  shall include in any business
plan  for any of the  titles  governed  by the  Electronic  Publishing  License,
Development and Marketing Agreement, dated as of April 28, 1993 between Mayo and
Provider (the "1993 Mayo  Agreement")  the selection of on-line  publishing as a
platform for publication of such title.

         (k) No Assignment of AHN Agreement. Without the express written consent
of AT&T, which shall not be unreasonably withheld, Provider shall not consent to
any  assignment of the rights and/or  obligations  of America's  Health  Network
("AHN") pursuant to the Agreement between America's Health Network, Inc. and IVI
Publishing,  Inc. dated May 25, 1995 (the "AHN Agreement"),  except with respect
to a  good  faith  assignment  to an  affiliate  of  AHN  in  connection  with a
reorganization or restructuring of the business of AHN.

         (l) Breach of Provider License Agreements. Provider shall not knowingly
commit a material  breach of the 1994 Mayo Agreement or the 1993 Mayo Agreement,
nor will it knowingly  take any other action which would  reasonably be expected
to give rise to an early  termination of any of such Agreements  pursuant to the
terms thereof.


         7. Representations and Warranties by AT&T.

         To induce  Provider to enter into this  Agreement,  AT&T represents and
warrants to Provider that:

         (a) Corporate Status. AT&T is a corporation in good standing and formed
under the laws of the State of New York, and AT&T has the full right,  power and
authority to enter into this Agreement and to grant the rights herein granted.

         (b) No  Conflicting  Obligations.  The  performance by AT&T pursuant to
this  Agreement  and/or the rights herein  granted to Provider will not conflict
with or result in a breach or  violation of any of the terms or  provisions,  or
constitute a default under any  organizational  instruments  of AT&T or any AT&T
Affiliate or any agreement to which AT&T or any AT&T  Affiliate is a party or to
which it is bound.
<PAGE>

         (c) Right to License.            *

         (d)  Compliance  with Laws and  Regulations.      *


         8. Exclusions and Limitations.

         (a) AT&T Exclusion of Warranties.       *

         (b) Provider  Exclusion Of  Warranties.      *

         (c)  Limitation  of  Liability.       *

         (d) Disclaimers. AT&T shall provide in its agreement with Subscribers a
disclaimer of warranties,  representations  and liabilities of AT&T and Provider
which  shall be subject to the  approval  of  Provider,  not to be  unreasonably
withheld.  Provider may provide on its Content screens and pages a disclaimer of
warranties,  representation  and liabilities of Provider and AT&T which shall be
subject to the approval of AT&T, not to be unreasonably withheld.

         9. Indemnification; Insurance.

         (a) Provider  Indemnity.        *

         (b) AT&T Indemnity.            *

         (c) Claims. The obligations and liabilities of the indemnifying persons
hereunder  with respect to claims  resulting  from the assertion of liability by
third parties shall be subject to the following terms and conditions:

                  (i) The  indemnified  person  ("Deliverer")  shall give prompt
         written   notice   ("Claim   Notice")   to  the   indemnifying   person
         ("Recipient")  of any  assertion  of  liability  by a third party which
         might give rise to a claim by the Deliverer against the Recipient based
         on the  indemnity  agreements  contained in this Section 9, stating the
         nature  and basis of said  assertion  and the  amount  thereof,  to the
         extent known.

                  (ii) If the  Recipient  does not notify the  Deliverer  within
         thirty (30) days after delivery of the Claims Notice of the Recipient's
         disagreement  regarding  said claim and/or the amount of the indemnity,
         Recipient  shall  pay to  Deliverer  the  amount of such  claim  within
         forty-five  (45) days  after the  Claims  Notice if the  amount of such
         claim is known,  and otherwise within ten (10) days after the amount of
         such claim becomes known.

                  (iii) If the Recipient  notifies the Deliverer within ten (10)
         days after  delivery of the Claims Notice of  Recipient's  disagreement
         regarding said claim and/or the amount of the indemnity,  Recipient and
         Deliverer   shall  have  thirty  (30)  days  after   delivery  of  such
         notification  by Recipient to reach an agreement  regarding  said claim
         and/or the indemnity amount. If Recipient and Deliverer cannot so agree
         within  such  thirty (30) day period,  Deliverer  and  Recipient  shall
         submit such dispute to arbitration pursuant to Section 15(c), hereof.
<PAGE>

                  (iv) In the event any action,  suit or  proceeding  is brought
         against the  Deliverer,  with respect to which the  Recipient  may have
         liability under the indemnity  agreements  contained in this Section 9,
         the Recipient shall have the right,  upon the written  agreement of the
         Recipient  that  it is  obligated  to  indemnify  under  the  indemnity
         agreements  contained in this Section 9, to assume the defense  thereof
         (including  all  proceedings  on appeal or for review which counsel for
         the defendant  shall deem  appropriate).  The Deliverer  shall have the
         right to employ  their own  counsel in any such case,  but the fees and
         expenses  of such  counsel  shall be at the  expense of such  Deliverer
         unless (x) the employment of such counsel shall have been authorized by
         the  Recipient in connection  with the defense of such action,  suit or
         proceeding, (y) the Recipient shall not have agreed, promptly after the
         Claims Notice, that they are obligated to indemnify under the indemnity
         agreements contained in this Section 9 or (z) such Deliverer shall have
         reasonably  concluded that (a) such action, suit or proceeding involves
         to a  significant  extent  matters  beyond  the scope of the  indemnity
         agreements  contained  in this  Section 9, or (b) there may be defenses
         available to it (or them) which are different from, additional to or in
         conflict with those  available to the Recipient,  in any of which event
         the  Recipient  shall not have the right to direct the  defense of such
         action,  suit or proceeding on behalf of the Deliverer and that portion
         of such fees and expenses  reasonably related to matters covered by the
         indemnity  agreements contained in this Section 9 shall be borne by the
         Recipient; provided, however, that in the case of clause (b) above, the
         fees of such counsel shall be paid by the Recipient  only to the extent
         they relate to such  different or  additional  defenses.  The Deliverer
         shall be kept fully informed of such action,  suit or proceeding at all
         stages thereof  whether or not they are so  represented.  The Recipient
         shall  make  available  to  the  Deliverer  and  their   attorneys  and
         accountants  all books and  records of the  Recipient  relating to such
         proceedings  or  litigation  and the parties  hereto agree to render to
         each other such assistance as they may reasonably require of each other
         in order to ensure the proper and adequate  defense of any such action,
         suit or proceeding.  If the Recipient  elects not to assume the defense
         of such claim,  the Deliverer  shall be entitled to assume such defense
         and the Recipient  shall  reimburse  the  Deliverer for all  reasonable
         costs in connection therewith.

         (d) Approval  Over  Settlement.  Neither  party shall have the right to
settle  any  claim,  action or  proceeding  for  which it seeks  indemnification
hereunder  without the consent of the other party  (which  consent  shall not be
unreasonably  withheld);  provided however that a party shall not have the right
of  consent  over  such  settlement   unless  it  has  fulfilled  its  indemnity
obligations under this Section 9.

         (e) Insurance. Provider has obtained and shall maintain during the Term
hereof,  errors and omissions  insurance with respect to its business activities
and responsibilities hereunder with a reputable insurer reasonably acceptable to
AT&T,  naming AT&T as an  additional  named  insured.  Such errors and omissions
insurance  shall  have  total  limits  of not less  than     *
           *   and shall have a deductible of not more than      *
Dollars     *      .  Such policy  shall  provide that such  insurance  shall be
primary,  and that no insurance  that may be  maintained by AT&T shall be deemed
contributory in any way. Such policy shall be non-cancelable except after thirty
(30) days prior written notice to AT&T.  Provider shall furnish AT&T with a copy
of such policy within thirty (30) days after execution of this Agreement and, to
the extent such  insurance  must be renewed,  shall  furnish  AT&T with proof of
renewal annually thereafter,  at least thirty (30) days prior to the termination
date of coverage  in the  absence of renewal.  Failure of Provider to obtain and
maintain such insurance coverage shall be a material breach of this Agreement.




<PAGE>



         10. Confidentiality; Press Releases.

         (a) Non-Disclosure  Agreement.  The parties agree and acknowledge that,
as a result of  negotiating  and entering into this  Agreement,  each party will
have access to certain of the other party's Confidential Information (as defined
below).  Each party also understands and agrees that misuse and/or disclosure of
that information could adversely affect the other party's business. Accordingly,
the  parties  agree  that,  during the Term of this  Agreement  and  thereafter,
neither  party  shall  use or  disclose  to  anyone  any of  the  other  party's
Confidential  Information.  Notwithstanding  the  foregoing,  it shall  not be a
breach of this Agreement for either party to disclose  Confidential  Information
of the other  party if  compelled  to do so under law,  in a  judicial  or other
governmental  investigation  or  proceeding,  provided  the other party has been
given prior notice and the disclosing party has sought all available  safeguards
(including,  without limitation, good faith efforts to obtain a protective order
satisfactory to the other party) against widespread  dissemination prior to such
disclosure.

         (b) Confidential  Information  Defined. As used in this Agreement,  the
term "Confidential  Information" refers to: (i) the terms and conditions of this
Agreement;  (ii) the  computer  software or other  proprietary  computer  system
components used by AT&T in connection with the AT&T Service;  (iii) each party's
trade secrets,  business plans,  strategies,  methods and/or practices; and (iv)
other  information  relating to either party that is not generally  known to the
public,   including   information  about  either  party's  personnel,   products
(including  the AT&T  Service),  customers,  marketing  strategies,  services or
future  business plans.  Notwithstanding  the foregoing,  the term  Confidential
Information  specifically  excludes  (i)  information  that is now in the public
domain or  subsequently  enters the public  domain by  publication  or otherwise
through no action or fault of the other party; (ii) information that is known to
a party  without  restriction,  prior to receipt from the other party under this
Agreement, from its own independent sources as evidenced by such party's written
records,  and which was not  acquired,  directly or  indirectly,  from the other
party;  (iii) information that either party receives from any third party having
a legal right to disclose such information, and not under any obligation to keep
such information  confidential;  and (iv) information independently developed by
either  party's  employees  or agents  provided  that either party can show that
those same  employees  or agents had no access to the  Confidential  Information
received hereunder.

         (c) Press  Releases.  AT&T and Provider  shall  jointly  prepare  press
releases  concerning  the  existence  of this  Agreement  and the terms  hereof.
Otherwise,  no public  statements  inconsistent  with previously  authorized and
released  press  releases  concerning  the existence or terms of this  Agreement
shall be made or released to any medium  except with the prior  approval of AT&T
and Provider or as required by law.


         11. Suspension Due to Force Majeure.

         Neither party shall be liable to the other for any breach of or failure
to  comply  with  the  terms of this  Agreement,  owing  to an  "Event  of Force
Majeure".  An  "Event  of Force  Majeure"  shall be  deemed to occur at any time
either party is unable to perform its material obligations  hereunder because of
circumstances  beyond its control,  including without  limitation,  acts of God,
fires, floods, wars, civil disturbances,  sabotage,  accidents,  labor disputes,
governmental actions,  unavailability of transportation and/or unavailability of
or delays in transmission  beyond the reasonable  control of the parties to this
Agreement.  Each  party  shall  give  prompt  notice to the  other  party of any
discovery of an Event of Force Majeure.


         12. Protection of Copyrights and Trademarks.

         (a) Each party will use the appropriate  trademark,  product descriptor
and trademark symbol (either "(TM)" or "(R)"), and clearly indicate ownership of
the AT&T  trademarks and Provider  Trademarks  whenever  first  mentioned in any
Content,  advertisement,  brochure  or other  material in  connection  with this
Agreement. Neither party will use any name or trademark that infringes the other
party's trademarks,  trade names and/or product names. The Content shall contain
a copyright  notice that shall be  consistent  with the  provisions  of Sections
401(b) and (c) of the Copyright Law of the United States.


<PAGE>

         (b) The parties shall promptly  notify each other of all  infringements
or violations by third parties of any of the parties'  respective  rights in and
to any of the Content,  AT&T Software or trademarks  associated with the Content
or AT&T Service  which come to a party's  attention.  The parties  shall consult
with  respect to how to  respond  to each  infringement  or  violation  relating
thereto.

         (c)  The  parties  will   coordinate   any  efforts  to  prosecute  any
infringement or violation of the Content and the Provider Trademarks  consistent
with Provider's obligations under other agreements with Provider Affiliates


         13. Termination.

         Notwithstanding the expiration or termination of this Agreement for any
reason, the parties' obligations set forth in Sections 3, 5, 6, 7, 8, 9, 10, and
15 hereof will survive such  expiration or termination  and remain in full force
and effect. This Agreement may be terminated as follows:

         (a) By Notice. By AT&T or Provider, after the expiration of the Initial
Term, by giving written notice in accordance with Section R of the Agreement.

         (b)  Adversary  Claim.  By AT&T (i) in the event of any claim,  suit or
other legal or administrative action against AT&T by any third party arising out
of AT&T's use of the Content consistent with the terms of this Agreement,  which
claim,  suit or other action is not  dismissed  within         * 
days of service  of process  upon AT&T;  or (ii) upon     *                prior
written notice in the event of service upon AT&T of any writ or order  enjoining
or  prohibiting  AT&T's  continued use of a  substantial  portion of the Content
consistent with the terms of this Agreement in the event that such writ or order
is not  dismissed  within    *         days after  service  upon AT&T,  or (iii)
immediately upon service upon AT&T of any writ or order enjoining or prohibiting
AT&T from providing the AT&T Service or Health and Wellness Service.

         (c)  Bankruptcy;  Insolvency.  Immediately by either party if the other
party shall: (i) admit in writing an inability to pay its debts as they come due
or fail to pay its debts as they become  due, or (ii)  commence a case under any
chapter of Title 11 of the United States Bankruptcy Code ("Bankruptcy Code"); or
(iii) have commenced  against it an involuntary  case under the Bankruptcy Code,
which  case  is  not  dismissed   within  sixty  (60)  days  from  the  date  of
commencement;  or (iv)  consent to or suffer  the  appointment  of a  custodian,
receiver,  or trustee  for all or a major part of its  property;  or (v) make an
assignment  for the benefit of its  creditors or consent to the entry of a court
order under any law ordering the winding up or  liquidation  of its affairs,  or
suffer the entry of such an order,  such termination shall not relieve the party
in proceedings  from liability for the  performance of its  obligations  arising
prior to such  termination  and shall be in  addition  to all other  rights  and
remedies the terminating  party may have available to it under this Agreement or
at law or in equity.

         (d)  Non-Exploitation  on AT&T  Service By Provider.  By  Provider,  by
giving no less than    *              prior written notice (the "Notice Period")
to AT&T in the event of any of the following:


<PAGE>

                  (i) the Health and  Wellness  Service is not  established  and
         generally  available  to  Subscribers  on or before    *            and
         thereafter;

                  (ii) a  substantial  portion of the  Content is not  generally
         available  to  Subscribers  on the AT&T  Service on or before     *
              and  thereafter,  provided  such  Content is  delivered to AT&T by
         Provider in accordance  with the  requirements  of the  Agreement,  and
         provided  further that the Agreement  may not be terminated  if, within
         the Notice  Period,  AT&T makes a  substantial  portion of the  Content
         available  on the AT&T  Service  and  such  Content  remains  generally
         available  on a  consistent  basis  for a  minimum  period of   *  ;

                  (iii)  Electronic   Commerce   Operations  are  not  generally
         available  to  Provider  and  Subscribers  on the Health  and  Wellness
         Service by  *             and thereafter (other than for the conduct of
         system maintenance and operational repairs for reasonable periods);

                  (iv) chat, chat forum and bulletin board  capabilities are not
         generally  available on or through the Health and  Wellness  Service by
         March 31,  1997 and  thereafter  (other  than for the conduct of system
         maintenance and operational repairs for reasonable periods);

                  (v) after     *              ,  a  substantial  portion of the
         Content is not generally  available to  Subscribers on the AT&T Service
         for more than             *                   ,  or for a total of more
         than    *        during any           *           period,  unless the
         unavailability of such Content on the AT&T Service is the result of (1)
         a good, valid and verifiable technical reason; (2) a reasonable concern
         on the part of counsel to AT&T that such Content  infringes upon rights
         of a third party;  (3) a reasonable  concern that the  availability  of
         such Content on the AT&T Service could violate some applicable domestic
         or foreign law which  violation  could,  in the  reasonable  opinion of
         AT&T's  counsel,  have a  material  adverse  effect on the  Health  and
         Wellness  Service,  the AT&T  Service  or  AT&T;  (4) the  Content  not
         complying  in  all  material   respects  with  the  Content   Editorial
         Standards; (5) an Event of Force Majeure; or (6) such Content not being
         delivered to AT&T in material  compliance with the  requirements of the
         Agreement.


         (e)  Material  Breach:  By AT&T or  Provider  if the other  party is in
material  breach of its  material  obligations  under  this  Agreement  and such
material  breach is not cured  within  (i)    *           days with  respect  to
non-payment of monies and (ii)    *             days for  non-monetary  breaches
following  receipt of written notice of such material breach provided,  however,
that  neither  party shall be permitted to  terminate  this  Agreement  due to a
failure of the other party to make any payment due hereunder, if such payment or
the amount thereof is disputed in good faith by the other party,  until any such
dispute is resolved in accordance with this Agreement.

         (f) Written Consent. By mutual written consent of AT&T and Provider.

         14. No Obligation to Exploit.

         Although it is AT&T's  current  intention to establish  and operate the
Health and Wellness Service, nothing herein shall be construed as requiring AT&T
to use or exploit the Content on the Health and Wellness Service or on any other
AT&T  Service  in whole  or in part at any time  during  the Term  hereof  or to
establish  or continue to operate the Health and  Wellness  Service or any other
AT&T Service in any manner.  Without limitation of the foregoing,  AT&T reserves
the right,  subject to Section L of this Agreement,  to exploit content which is
the same or  similar  to the  Content on the same,  different  and/or  competing
networks or services without payment to Provider. The sole remedy of Provider in
the event AT&T does not use or exploit the Content  shall be to  terminate  this
Agreement in accordance with Section 13 or to terminate the  Exclusivity  Period
in accordance with Section B(c) and, in either case,  collect all sums which are
then or become due and payable to Provider, pursuant to terms of this Agreement.

<PAGE>

         15. General Provisions.

         (a)  Relationship  of the Parties.  Provider  and AT&T are  independent
contractors  under this  Agreement,  and nothing  herein  shall be  construed to
create a partnership,  joint venture or agency relationship between Provider and
AT&T.  Neither  Provider nor AT&T has any authority to enter into  agreements of
any kind on behalf of the other party.

         (b) Assignment;  Binding Effect. Provider may not assign this Agreement
or any of its rights or delegate any of its duties under this Agreement  without
the prior written consent of AT&T. AT&T may,  assign,  sublicense,  or otherwise
transfer  the  rights  licensed  to AT&T under  this  Agreement  (i) to any AT&T
Affiliate  which operates an AT&T Service and (ii) to any third party which owns
and/or  operates an AT&T Service  outside the United States  provided,  however,
that (x) AT&T  provides  prompt notice of such  assignment to Provider,  and (y)
AT&T shall  remain  jointly and  severally  liable with the  transferee  for the
performance  of all such duties  hereunder.  Any purported  assignment  which is
inconsistent with the foregoing shall be null and void.

         (c) Jurisdiction.  This Agreement,  its interpretation,  performance or
any breach  thereof,  shall be construed in accordance  with,  and all questions
with respect  thereto shall be determined  by, the laws of the State of New York
applicable  to contracts  entered  into and wholly to be  performed  within said
state. Any controversy or claim arising out of or relating to this Agreement, or
the breach  thereof,  shall be settled by  arbitration  in New York, New York in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association,  and judgment upon the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction  thereof. Such Arbitration shall not be
permitted  to  determine  ownership  of or  rights in the  Provider  Trademarks,
trademarks of AT&T and/or the AT&T Software.

         (d) Waiver.  No waiver of any breach of any provision of this Agreement
shall constitute a waiver of any prior,  concurrent or subsequent  breach of the
same or any other provision hereof, and no waiver shall be effective unless made
in writing and signed by an authorized representative of the waiving party.

         (e) Notices. All notices,  demands and other  communications  hereunder
shall be in  writing or by  written  telecommunications,  and shall be deemed to
have been duly given: (i) if mailed by certified mail,  postage prepaid,  on the
date three (3) days from the date of mailing,  (ii) if  delivered  by  overnight
courier,  when  received  by the  addressee,  or  (iii)  if  sent  by  confirmed
telecommunication,  one business day  following  receipt by the addressee at the
addresses set forth below,  or such other address as either party may specify in
writing:

If to AT&T:
                              AT&T Corp.
                         400 Interpace Parkway
                         Parsippany, NJ 07054
             Attention: Caroline Vanderlip, Vice President
                       Fax Number: 908-221-6304

with a copy to:
                              AT&T Corp.
                         400 Interpace Parkway
                         Parsippany, NJ 07054
            Attention: Sanford Tannenbaum, General Attorney
                       Fax Number: 201-331-4615

If to Provider:

                         IVI Publishing, Inc.
                        7500 Flying Cloud Drive
                      Minneapolis, MN 55344-3739
  Attention: Perry L. Jurgens, Vice President - On-Line Services and
                           Technology Group
                       Fax Number: 612-996-6001

<PAGE>

with copies to:

                         IVI Publishing, Inc.
                        7500 Flying Cloud Drive
                      Minneapolis, MN 55344-3739
                         Attention: President
                       Fax Number: 612-996-6001

and
                       Neal Gerber & Eisenberg.
                       Two North LaSalle Street
                              Suite 2200
                           Chicago, IL 60602
                     Attention: Michael A. Pucker
                       Fax Number: 312-269-1747


         (f)  Severability.  In the event any provision of this Agreement  shall
for any reason be held to be invalid,  illegal or  unenforceable in any respect,
the remaining provisions shall remain in full force and effect.

         (g)   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same  instrument.  In making proof of this
Agreement,  it shall not be  necessary  to produce or account  for more than one
such counterpart.

         (h) Construction.  In resolving any dispute or construing any provision
hereunder,  there shall be no presumptions  made or inferences drawn (i) because
the attorneys for one of the parties drafted the Agreement;  (ii) because of the
drafting  history  of the  Agreement;  or (iii)  because of the  inclusion  of a
provision  not  contained  in a prior  draft,  or the  deletion  of a  provision
contained in a prior draft.

         (i) Section Headings. Section headings are for convenience only and are
not a part of this  Agreement  and  should  not limit or  otherwise  effect  the
interpretation of any term or provision hereof.

         (j) Entire Agreement.  This Agreement  (including all Exhibits attached
hereto  which are  incorporated  herein by this  reference)  contains the entire
understanding of the parties hereto with respect to the transactions and matters
contemplated  hereby,  supersedes  all  previous  agreements  between  AT&T  and
Provider  concerning  the  subject  matter,  and cannot be  amended  except by a
writing  signed by both  parties.  No party hereto has relied on any  statement,
representation or promise of any other party or of any officer,  agent, employee
or attorney for the other party in executing this Agreement  except as expressly
stated herein.

         (k) No Third Party  Beneficiaries.  The  provisions  of this  Agreement
shall be solely for the benefit  of, and may be enforced  solely by, the parties
hereto and their respective permissible successors and assigns.


<PAGE>



                                                                     Exhibit 1
                                                                   Page 1 of 1
                                    Exhibit 1

                           AT&T Advertising Standards


The initial  version of the AT&T  Advertising  Standards  shall be formulated by
AT&T  with  the  concurrence  of  Provider,   which  concurrence  shall  not  be
unreasonably withheld.


<PAGE>
                                                                     Exhibit 2
                                                                   Page 1 of 1
                                    Exhibit 2

                           Content Editorial Standards

         AT&T shall  promptly  notify  Provider  of any  changes to the  Content
Editorial Standards.

1.       Provider may not upload any information  which is libelous,  defamatory
         or which discloses  private or personal  matters  concerning any person
         including  home phone numbers and addresses,  credit card  information,
         and/or member account information such as member passwords).

2.       Provider may not upload any messages,  data,  images or programs  which
         are obscene or pornographic.

3.       Provider may not upload any  messages,  data,  images or programs  that
         would  violate the property  rights of others,  including  unauthorized
         copyrighted   text,   images  or  programs,   trade  secrets  or  other
         confidential  proprietary  information,  or trademarks or service marks
         used in an infringing fashion.

4.       Provider may not use the facilities and capabilities of AT&T to conduct
         any  activity or solicit  the  performance  of any illegal  activity or
         other  activity  which  infringes  the  rights  of  AT&T   subscribers,
         merchants or other publishers or content providers to the AT&T Service.

5.       Provider may not upload as Content any messages (i) for which  Provider
         has been paid a sum by a third party in order to present such  message;
         (ii) the primary  substance of which  constitutes  an offer to sell any
         product or service to Subscribers; nor which in any other way disguises
         advertising as Content.  All such messages shall be clearly  identified
         as Advertising.

6.       When  publishing  or  otherwise  interacting  in any  area of the  AT&T
         Service,  Provider will conform its behavior  on-line to those behavior
         standards  required of  Subscribers  or Systems  Operators  of the AT&T
         Service, as the case may be.

7.       Provider  may not upload any  information,  messages,  data,  images or
         programs that are  discriminatory or otherwise  offensive as determined
         by AT&T in its reasonable discretion.

8.       In the event that Provider  unknowingly  violates the Content Editorial
         Standards,  AT&T's sole remedy,  other than as provided in Section 9 of
         this Agreement,  shall be to remove the violative Content from the AT&T
         Service  in  accordance  with  Section  1(b)  of this  Agreement.  This
         Paragraph 8 shall not be  modified  by AT&T  without the consent of the
         Provider which consent shall not be unreasonably withheld.

<PAGE>

                                    Exhibit 3

                           Content Technical Standards

         AT&T shall  promptly  notify  Provider  of any  changes to the  Content
Technical Standards.

Delivery of Content
Content  shall  be   transmitted  to  the  AT&T  Editing  Server  via  FTP.  The
transmission should be done using the existing telephone network technology. The
Content  transmitted  should be  compressed,  encrypted,  and signed with a hash
algorithm supplied by AT&T. The encryption algorithm and the private key will be
provided by AT&T.  Once reviewed in the Editing  Server,  Provider will sign the
authorization   to  migrate  the  Content  to  the   Production   Servers.   The
authorization  will indicate the  date/time for the Content to be  automatically
loaded into production or will indicate that a future authorization is required.

Content Format
Content shall adhere to accepted  Internet  standards as defined by the Internet
Engineering  Task Force and any AT&T  extensions.  The current base  standard is
Netscape version 1.2.

Content  will be sent in a file which will begin with (i) a header that  defines
the data to follow, (ii) the name of Provider,  (iii) the length of the content,
and (iv) other  header  details  provided by AT&T.  The  specific  format of the
header will be supplied by AT&T.  Such file shall be divided into three sections
as follows:

Content  Promotion - This section of the file will contain  information  used to
promote the Content on AT&T navigation screens. Included will be a graphic icon,
a single line title, a mullet-line  description and recommended Content segments
to be promoted in.

Data - This section of the file will contain the actual Content pages or screens
in various standard Internet multimedia formats.

Versioning  and  Instructions  - This part of the file will  contain the version
number of the  Content,  data  collection  requirements,  billing  requirements,
display start and end dates and the linkages to be cross-checked.




<PAGE>


                                                                      Exhibit 4
                                                                    Page 1 of 1
                                    Exhibit 4

                                Delivery Schedule


The following  working  schedules may be delayed by AT&T as it determines in its
reasonable  discretion.  AT&T will promptly notify Provider of any delays to the
schedule.


Development Phase - 11/15/95

Provider shall deliver pages of Content which are  representative of the Content
it plans to deliver pursuant to this Agreement in a sufficient quantity for AT&T
to use in configuring the servers and organizing the Content by 11/15/95.


Beta Phase- 2/1/96

Provider shall deliver the pages of Content expected to be available on the AT&T
Service  at the launch  thereof 15 days prior to the Beta test (the "Beta  Phase
Milestone") currently scheduled to commence on 2/1/96. The pages delivered shall
be of  sufficient  quantity and variety to be suitable for the Beta phase of the
Service.


General Availability - 7/1/96

Provider  shall  deliver any  revisions  and/or  additions to the Content  pages
delivered for the Beta Phase which revisions and/or additions are expected to be
included in the Content  available on the AT&T Service at the launch  thereof at
least  30  days  prior  to  general  availability  (the  "General   Availability
Milestone") currently scheduled to commence on 7/1/96.


Updates - ongoing

Updated  Content  shall be sent  live  within 48 hours of  submission  excluding
weekends and holidays.  Provider  should  review and provide  final  approval of
Content  updates in the Editing  Server 24 hours  prior to general  availability
excluding weekends and holidays.



<PAGE>


                                    Exhibit 5

                                 List of Titles




1.       Mayo Clinic Health Letters

2.       Mayo Clinic Tip of the Day

3.       Health News


<PAGE>



                                                                     Exhibit 6

                                                                    Page 1 of 1

                                    Exhibit 6

                               Provider Trademarks


1.       IVI Publishing (with and without design/logo).

2.       See Mayo trademarks listed on Annex 1 attached to this Exhibit 6.

3.       See Massachusetts Medical Society trademarks listed on Annex 2 attached
         to this Exhibit 6.


         NOTE:   The   trademarks   listed  above  (other  than   Provider-owned
trademarks)  are  licensed to Provider by the  trademark  owner  pursuant to the
terms of one or more license agreements (the "Underlying Licenses"). The license
granted  by  Provider  to AT&T under the  Agreement  is subject to the terms and
conditions of the Underlying  Licenses.  AT&T  acknowledges that it has received
copies of and has fully  reviewed  the  Underlying  Licenses  and  agrees not to
knowingly take any actions which would  reasonably be expected to cause Provider
to default under with the terms of such Underlying Licenses.




<PAGE>

                                                                    Exhibit 7
                                                                    Page 1 of 2
                                    Exhibit 7

                            Provider Responsibilities

Content

         Use reasonable  efforts to deliver  Content having,  at a minimum,  the
         following  characteristics:  (i)  excellent  quality  in  all  material
         respects  consistent with the standards and practices of AT&T, Provider
         and,  the  Provider  Brands;  (ii)  sufficient  quantity  to  stimulate
         consistent  Subscriber  interest  and to avoid the  presence of "stale"
         Content on the AT&T Service,  within the context of publishing  medical
         information; and (iii) format and presentation which takes advantage of
         features and characteristics of an interactive on-line service.

         Aggregate    and   index    Content    in    coordination    with   the
         categories/classification plan developed by AT&T.

         Consult  with AT&T through the Anchor  Brand  Council and  otherwise in
         order  to,  among  other  things:   (i)  identify   opportunities   for
         development  of the AT&T  Service  and (ii)  identify  ways to  enhance
         Subscribers' general experience on the AT&T.

Operations

         Perform  all  operations  in  material   compliance  with  the  Content
         Technical Standards,  including data format, transmission requirements,
         delivery  intervals,  and method of acceptance,  trouble  reporting and
         issuance.

         Comply with the AT&T guidelines for all file transfers and protocols.

         Attend any courses that are reasonably  required  pursuant to the terms
         and conditions of this Agreement.


<PAGE>


Sponsorships

         If and when bulletin board and chat forum capabilities become available
         in  connection  with the Health and Wellness  Service,  use  reasonable
         efforts to obtain  Sponsorships  from reputable  firms  including firms
         whose  names will  enhance the  credibility  of the AT&T  Service  when
         associated with presenting a given bulletin board,  chat forum or other
         special event.

         If and when bulletin board and chat forum capabilities become available
         in  connection  with the Health and Wellness  Service,  use  reasonable
         efforts to actively  solicit Sponsors to promote sessions on the Health
         and Wellness Service.

Transactions

         Actively  seek out products and  services  for  electronic  commerce of
         excellent quality  consistent with the standards and practices of AT&T,
         Provider and the Provider Brands.

         Actively develop programs that are of high interest as premium services
         within the Health and Wellness Service.



<PAGE>
                                                                    Exhibit 8
                                                                  Page 1 of 3
                                    Exhibit 8

                            Customer Care Guidelines


AT&T  shall  promptly  notify  Provider  of any  changes  to the  Customer  Care
Guidelines.

General
All  customer  contacts  within the domain of AT&T will be handled by AT&T,  and
immediately  referred  to AT&T by  Provider  if  misdirected  to Provider by the
customer.  Likewise,  all contacts within the domain of Provider will be handled
by Provider,  and  immediately  referred to Provider by AT&T, if  misdirected to
AT&T.  In general,  contacts  relating to  technical  support,  network  access,
network  usage,  billing and general  navigation  on the AT&T  Service  shall be
handled by AT&T.  Contacts relating to Content,  products or services offered by
Provider or the Major Brands,  or the use of the application  within the Content
domain, shall be handled by Provider.

Both  Provider  and AT&T will jointly  develop a Joint  Service Plan (JSP) which
will define the operational and systems interfaces,  process flows,  methods and
procedures,  and  Quality  of  Service  (QOS)  objectives  required  to  support
customers for the products and services offered by Provider on the AT&T Service.
The JSP will be completed and agreed upon between both parties 120 days prior to
the planned commencement of any operational test periods (Operational  Readiness
Test,  Beta Test  etc.) The basic  underlying  principles  which  will drive the
development of the JSP are as follows:

      We will make the potentially  fragmented  nature of customer care delivery
      appear to be seamless to the customer.
      We will make the  complex  nature of  customer  questions,  issues  and/or
      problems appear to be simple to the customer.
      We will work to  minimize  costs and  maximize  Quality  of Service to our
      customers.

The JSP will  include,  but not be limited  to, the  following  areas,  and will
attempt to incorporate the objectives or requirements as specified:


Customer Care Access
Provider  will  accept  customer   inquiries  through  an  inbound  800  number,
electronic  mail,  and the US Postal  Service.  The 800  number  will be staffed
between the hours of 8:00am and 5:00pm CST, Monday through  Friday.  These hours
of  operation  will be modified to meet the QOS  objectives  as specified in the
JSP, and customer call patterns.  Electronic mail inquiries will be responded to
via  electronic  mail,  unless  the  specific  situation   warrants   otherwise.
Electronic  mail  inquiries  will be  responded  to within 24 hours of  receipt.
Outside of the normal  hours of  operation  for the 800  number,  Provider  will
provide  customers  with the choice of leaving a voice mail message,  at the VRU
prompt, for follow up during normal hours of operation.


Responsiveness
During normal hours of operation, Provider will respond to customer requests for
support via the 800 number  according to the QOS objectives as specified  below,
for  customer  questions  or problems  with the use of the  application,  or the
Content.  outside of the normal  hours of  operation,  Provider  will respond to
customer  requests for support  within 2 hours of the  commencement  of the next
period of normal  hours of  operation,  for both 800 voice  calls and voice mail
messages.

Quality of Service Objectives
Provider will meet the following Quality of Service Objectives:

Inbound Calls and Voice Mail Messages -

         Inbound voice call abandonment rate of less than 2%
      
         90% of all  inbound  voice  calls  answered  within  20  seconds,  100%
         answered within 60 seconds.

         90% of all voice  mail  messages  responded  to within two hours of the
         commencement of the next scheduled  period of normal  operations,  100%
         responded to within 4 hours.  

         95% of inbound  voice calls rated as good or excellent  based upon call
         monitoring.

         Repeat  calls  limited  to less than 2% of total  inbound  voice  calls
         outbound  voice  calls  - 

         90% of all outbound voice calls will be attempted  within 10 minutes of
         the scheduled commitment time, 100% within 20 minutes.

         100%  of  all  outbound  voice  calls  will  result  in  a  completion.
         Completion  will be  defined  as 2  attempts  within a period of normal
         hours of operation. In the event that voice contact is not made after 2
         attempts,  Provider shall attempt further contact via fax or electronic
         mail, customer addresses being available.

         Unless otherwise agreed upon with the customer,  outbound call attempts
         will be limited to normal hours of operation as specified above.

Customer Call Transfers
All  transfers of calling  customers,  from the AT&T and Provider  call response
centers, will be "warm",  conference call transfers.  Every attempt will be made
to  transfer  the  caller  to the  other  party  (during  the  normal  hours  of
operation),   after  an  exchange  of  information  from  one  customer  service
representative to the other regarding the nature of the customers call, the work
effort already  undertaken,  and the results of that work effort.  Every attempt
will be made to avoid duplicate work efforts,  and redundant  communication with
the customer.

Problem Identification, Escalation and Closure
An  electronic  record  shall  be  retained  for  all  customer  contacts.   The
information  contained  in the record  will  include,  but not be limited to the
following:

      Customer  Identification 
      Customer Address(es) 
      Date and time of the contact
      Nature of the problem 
      Resolution attempted 
      Resolution 
      Resolution date/time
      Customer response commitment (if not closed at the time of contact)
      Customer response

If the  resolution  of the  problem or  question  belongs  in the other  party's
domain,  the  information  collected  in the  electronic  call  record  shall be
communicated  electronically  to the other party in the form of a Trouble Ticket
(TT). All work effort attempted and completed,  and documented in the electronic
call record  completed as the result of the  received  trouble  ticket,  will be
communicated  back to the originating  party in the form of a completed  trouble
ticket,  or  revised  trouble  ticket  if the  trouble  ticket  has not yet been
completed.  Status of all open trouble tickets will be communicated according to
the escalation time frames as agreed upon by both parties in the JSP. Completion
of all trouble  tickets  shall be  communicated  back to the  originating  party
within 15 minutes of completion.  Provider and AT&T will maintain a current list
of contact staff,  and managers,  associated with the initial  transfer and each
escalation of unresolved customer problems as outlined in the JSP.

Problems escalated to each party from the other, and callers transferred to each
party  from the other,  will be  responded  to by the  receiving  party,  unless
otherwise  agreed upon,  and responded to within the QOS objectives as specified
in the JSP.

Operations Status Reviews and Reports
AT&T and Provider will, on a regular basis,  provide status reports  relative to
Customer Care performance against the QOS objectives.  In addition,  information
will be shared between the parties relative to unsolicited  customer feedback on
products,  services,  and support.  Also, information will be shared relative to
observations  or captured data  concerning  the  efficiency of Customer Care, in
order for both  parties  to  engage  in  constant  improvement  processes.  On a
quarterly basis, a face to face joint status and operations  review meeting will
be held to review the above.



<PAGE>



                                                                      EXHIBIT 9

                              IVI PUBLISHING, INC.

                             SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION AGREEMENT AND THE ACCOMPANYING  MATERIALS,  IF ANY DO
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION  OF AN OFFER TO BUY A SECURITY
IN ANY  JURISDICTION  IN WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION.

         IN  MAKING  AN  INVESTMENT  DECISION  INVESTOR  MUST  RELY  ON ITS  OWN
EXAMINATION  OF IVI  PUBLISHING,  INC. ("THE  COMPANY"),  ITS MANAGEMENT AND THE
TERMS OF THIS OFFERING,  INCLUDING THE MERITS AND RISKS  THEREOF.  THE SHARES OF
COMMON STOCK (THE "SHARES") WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE  COMMISSION
NOR HAS THE  SECURITIES  AND  EXCHANGE  COMMISSION  PASSED UPON THE  FAIRNESS OR
MERITS OF AN INVESTMENT IN SUCH SHARES, NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION  CONTAINED IN THIS  AGREEMENT AND THE  ACCOMPANYING  MATERIALS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INFORMATION  CONTAINED
HEREIN IS LESS DETAILED AND COMPLETE THAN AN INVESTOR  WOULD RECEIVE IF THE WERE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  (THE "SECURITIES ACT")
OR IF AN ALTERNATIVE EXEMPTION FROM SUCH REGISTRATION WERE RELIED UPON.

         THE SHARES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT, NOR HAVE
THE SHARES BEEN REGISTERED  UNDER THE SECURITIES LAWS OF ANY STATE.  THE SALE OF
THE SHARES IS BEING MADE BY THE COMPANY IN RELIANCE ON APPLICABLE IONS UNDER THE
SECURITIES ACT AND/OR THE RULES  PROMULGATED  THEREUNDER.  AS A CONDITION TO ANY
SALE, THE COMPANY WILL BE RELYING ON CERTAIN REPRESENTATIONS AND WARRANTIES FROM
THE  UNDERSIGNED  AS SET FORTH IN THIS  AGREEMENT  TO THE  EFFECT,  AMONG  OTHER
THINGS,  THAT THE UNDERSIGNED IS ACQUIRING ITS SHARES SOLELY FOR ITS OWN ACCOUNT
AND NOT WITH A VIEW TOWARD DISTRIBUTION OR FRACTIONALIZATION.

         THE INVESTOR  SHOULD NOT  CONSTRUE  THE  CONTENTS OF THIS  SUBSCRIPTION
AGREEMENT  OR ANY CO CATION,  WHETHER  WRITTEN OR ORAL,  FROM THE COMPANY OR ITS
OFFICERS,  DIRECTORS,  COUNSEL OR AGENTS AS LEGAL,  TAX OR  BUSINESS  ADVICE AND
SHOULD  CONSULT  ITS OWN  LEGAL  COUNSEL,  ACCOUNTANTS  AND  OTHER  PROFESSIONAL
ADVISORS  AS TO LEGAL,  TAX,  ACCOUNTING  AND  RELATED  MATTERS  CONCERNING  ITS
INVESTMENT.

                            
<PAGE>

         INVESTMENT IN THE SHARES IS  SPECULATIVE  AND INVOLVES A HIGH DEGREE OF
RISK.  THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR
ENTIRE INVESTMENT. INVESTORS WILL BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

         SUBSCRIPTION  AGREEMENT  (this  "Subscription  Agreement")  dated as of
_____________ 199__ between IVI PUBLISHING,  INC., a Minnesota  corporation (the
"Company"),  and  the  party  set  forth  on  the  signature  page  hereto  (the
"Investor").

                              W I T N E S S E T H:

         WHEREAS,  the Investor  desires to subscribe  for and purchase from the
company,  and the  Company  desires  to issue and to sell to the  Investor,  the
number of shares of common stock,  $.01 par value,  (the "Common  Stock") of the
Company set forth under the Investor's  name on the signature page hereof,  upon
the terms and conditions  hereinafter set forth.  The shares of Common Stock are
sometimes referred to herein as the "Shares".

         NOW, THEREFORE,  in consideration of the foregoing,  and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,   the  parties  hereby  acknowledge,   agree  and  understand  the
following:

         l.  Subscription.  The Investor  hereby  subscribes  for the Shares set
forth on the signature page of this Subscription Agreement for the sum set forth
as the "Total  Purchase  Price" on the  signature  page  hereof  (the  "Purchase
Price"). The Company's acceptance of the Investor's subscription shall be deemed
acknowledgment of its receipt of such funds.

         2. The Closing. The closing of the purchase and sale of the Shares (the
"Closing")  shall take place at the offices of the  Company,  1500 Flying  Cloud
Drive, Minneapolis, Minnesota 55344 at 10:00 a.m., Minneapolis time, on ________
__ 199,,  or at such other  place or time as shall be agreed upon by the parties
hereto. The date of the Closing is referred to herein as the "Closing Date".

         3.   Representations  and  Warranties  of  the  Company.   The  Company
represents and warrants to the Investor as follows:

         (a) Organization.. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Minnesota.

         (b) Power and Authority.  The Company has the requisite corporate power
and authority and full legal right to enter into this Subscription Agreement, to
perform, observe and comply with all of its agreements and obligations hereunder
and to issue the Shares to the Investor.
<PAGE>

         (c) Due  Authorization;  Valid Issuance.  The execution and delivery by
the Company of this  Subscription  Agreement the performance by it of all of its
agreements and obligations under this Subscription Agreement and the issuance of
the Shares,  have been duly authorized by all necessary  corporate action on the
part of the Company.  All of the Shares  subscribed  for hereunder  will, at the
time of issuance,  have been duly  authorized and issued and upon receipt by the
Company of the Purchase Price will be fully paid and non-assessable.

         (d)  Enforceability.  Assuming the due  execution  and delivery of this
Subscription  Agreement by the Investor,  this Subscription Agreement is a valid
and  binding  obligation  of the  Company,  enforceable  against  the Company in
accordance  with its  terms,  except as such  enforcement  may be subject Co (i)
bankruptcy, insolvency, reorganization,  moratorium or other similar laws now or
hereafter in effect  relating to  creditors'  rights  generally and (ii) general
principles of equity  (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

         (e) Due and Valid Execution.  This Subscription Agreement has been duly
and validly executed and delivered by the Company.

         (f) Governmental Consents. No consent, approval, order or authorization
of, or 'registration,  qualification,  designation,  declaration or filing with,
any governmental  authority is required on the part of the Company in connection
with the offer and 'sale of the Shares under this  Subscription  Agreement.  The
offer and sale of the shares  hereunder  complies in all material  respects with
applicable federal and state securities laws.

         (g) Absence of Changes. Since the date of the most recent report of the
Company filed on Form 10-__ pursuant to the Securities  Exchange Act of 1934, as
amended,  there has been no material adverse change in the condition  (financial
or  otherwise)  or results of  operations  of the  Company,  other than  changes
occurring in the  ordinary  course of  business,  which  changes have not in the
aggregate had a material adverse effect on the business, properties or condition
(financial or otherwise) of the Company.

         4. Representations and Warranties of the Investor.  The Investor hereby
represents and warrants to the Company as follows:

         (a)  Investment  Intention.  The Investor is  acquiring  the Shares for
investment  solely for its own  account and not with a view to, or for resale in
connection with, the  distribution or other  disposition  thereof.  The Investor
agrees ad acknowledges  that all dispositions of the Shares will comply with the
applicable  provisions of state ad federal securities laws. The Investor further
acknowledges  transfer of the Shares will be severely  restricted.  The Investor
acknowledges  that the  Company  will not  consent to a  transfer  of the Shares
unless  the  transferee  meets the  financial  and other  suitability  standards
required of an initial  subscriber or unless such  conditions  are waived by the
Company  in its sole  discretion.  The  Company  may,  in its sole and  absolute

<PAGE>

discretion,  require the  Investor to deliver an opinion of counsel  (from a law
firm and in form and substance  reasonably  satisfactory)  to the Company to the
effect that any such transfer is exempt from the  registration  requirements  of
the Securities Act of 1933, as amended (the "Securities Act") and any applicable
state  securities laws. The Investor  further  acknowledges  that the Company is
under no obligation to register under the Securities Act the Shares on behalf of
the Investor (except  pursuant to that certain  Registration  Rights  Agreement,
dated as of ________,  199 (the  "Registration  Rights  Agreement")  between the
Company and the Investor) to assist the Investor in complying with any exemption
from registration or to consent to the transfer of the Shares.

         (b) Shares Unregistered.  The Investor acknowledges and represents that
it has been advised by the Company that:

                  (i) the Offer and sale of the Shares have not been  registered
         under the Securities Act, or any state securities laws;

                  (ii) the Shares  must be held  indefinitely  and the  Investor
         must continue to bear the economic risk of the investment in the Shares
         unless  the offer and sale of such  ShareS is  subsequently  registered
         under the Securities Act and all applicable state securities laws or an
         exemption from such registration is available;

                  (iii) Rule 144 promulgated under the Securities Act may not be
         presently  available  with respect to the sale of any securities of the
         Company,  and (other than in accordance  with the  Registration  Rights
         Agreement)  the  Company  has  made  no  covenant  to  make  such  Rule
         available;

                  (iv)  when  and  if the  Shares  may be  disposed  of  without
         registration  under the  Securities  Act in reliance on Rule 144,  such
         disposition  may be made only in limited amounts in accordance with the
         terms and conditions of such Rule;

                  (v) a restrictive legend in the following form shall be placed
         on the certificates representing the Shares;

                  "THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES
                  ACT OF  1933,  AS  AMENDED,  AND MAY NOT BE  OFFERED,  SOLD OR
                  OTHERWISE  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  UNLESS AND
                  UNTIL REGISTERED  UNDER SUCH ACT, OR UNLESS SUCH OFFER,  SALE,
                  TRANSFER,  PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION
                  OR IS OTHERWISE IN COMPLIANCE WITH SUCH ACT.

                  A  STATEMENT  SUMMARIZING  THE  VOTING  POWERS,  DESIGNATIONS,
                  PREFERENCES,  LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF
                  THE VARIOUS CLASSES OF STOCK OR SERIES THEREOF MAY BE OBTAINED
                  BY THE STOCKHOLDERS OF THE COMPANY,  WITHOUT CHARGE,  FROM THE
                  PRINCIPAL OFFICES OF THE COMPANY."
<PAGE>

                  (vi) a notation  shall be made in the  appropriate  records of
         the Company  indicating  that the Shares are subject to restrictions on
         transfer and appropriate stop transfer instructions will be issued with
         respect to the Shares.

         (c) Additional Investment Representations.

                  (i) The Investor has carefully reviewed,  is familiar with and
         understands  each of the  Articles of  Incorporation  and Bylaws of the
         Company  and the other  documents,  records  and  information,  if any,
         requested by the Investor or otherwise supplied by the Company;

                  (ii) All documents,  records and information  pertaining to an
         investment  in the Company  which have been  requested  by the Investor
         have been made available or delivered to the Investor;

                  (iii)  No oral  or  written  statement,  printed  material  or
         inducement given or made by the Company or any affiliate of the Company
         is contrary  to the  information  contained  herein,  and the  Investor
         acknowledges  and agrees that in making its  decision  to purchase  the
         Shares it has relied  solely on its own  information,  the  information
         provided to the Investor by the Company  pursuant to this  Subscription
         Agreement,  and the other documents,  records and information requested
         by the Investor  and  independent  investigations  made by the Investor
         and, to the extent  believed by the  Investor  to be  appropriate,  the
         Investor's representatives,  including the Investor's own professional,
         financial, tax and other advisors;

                  (iv) The Investor  acknowledges that the Company,  in reliance
         upon certain federal and state securities law exemptions,  has provided
         the Investor with less or different information than the Investor would
         have  received  if  an  information   memorandum  complying  with  Rule
         502(b)(2) of Regulation D promulgated  pursuant to the  Securities  Act
         had been  prepared and made  available to the Investor or if the Shares
         had been  registered  pursuant to the  Securities  Act.  The  foregoing
         notwithstanding, the information provided to the Investor is sufficient
         to allow the Investor to make a  knowledgeable  and  informed  decision
         regarding its investment in the Shares;

                  (v) The Investor qualifies as an "accredited investor" as such
         term is defined in Rule 501  promulgated  under the Securities Act, and
         the  information  set forth on the  signature  page  hereto is true and
         correct in all material respects;

                  (vi) The Investor is duly organized,  validly  existing and in
         good standing under the laws of its jurisdiction of organization;

  
<PAGE>




                  (vii)  The  Investor  has the  requisite  corporate  power and
         authority  and  full  legal  right  to  enter  into  this  Subscription
         Agreement and to perform, observe and comply with all of its agreements
         and obligations hereunder;

                  (viii)  The  execution  and  delivery  of  this   Subscription
         Agreement and the  performance by the Investor of all of its agreements
         and  obligations  under  this  Subscription  Agreement  have  been duly
         authorized  by  all  necessary  corporate  action  on the  part  of the
         Investor;

                  (ix) The Investor is authorized  and otherwise  duly qualified
         to purchase  and hold the Shares,  and the Investor has not been formed
         for the specific  purpose of purchasing  the Shares unless (in the case
         of a partnership  or  corporation)  all of its equity owners qualify as
         accredited   individual  investors  under  Rule  501  of  Regulation  D
         promulgated under the Securities Act;

                  (x)   Assuming  the  due   execution   and  delivery  of  this
         Subscription Agreement by the Company, this Subscription Agreement is a
         valid and binding obligation of the Investor,  enforceable  against the
         Investor in accordance with its terms,  except as such  enforcement may
         be subject to (i) bankruptcy, insolvency, reorganization, moratorium or
         other  similar laws now or  hereafter  in effect  relating to creditors
         rights generally and (ii) general  principles of equity  (regardless of
         whether such  enforcement is considered in a proceeding in equity or at
         law); and

                  (xi)  Horn  of  the  following  has  ever  been   represented,
         guaranteed or warranted to the Investor by or on behalf of the Company:

                           (A) that the Company will be  profitable  or that the
                  Investor  will realize  profits or losses,  as a result of its
                  investment in the Shares; or

                           (B) that the past  performance  or  experience on the
                  part of any officer, director, stockholder, employee, agent or
                  affiliate thereof, or any employee,  agent or affiliate of the
                  Company will in any way indicate the  predict-able  results of
                  ownership  of capital  stock of the  Company or of the overall
                  venture.

         5. Indemnification.

         (a) Indemnification of the Company and the Company Affiliates. From and
after the date  hereof,  the  Investor  shall  indemnify  and hold  harmless the
Company,  its  directors,   officers,  employees,  agents,  representatives  and
stockholders  (each & 'Company  Indemnified  Party")  from and against any loss,
damage or expense9  including,  without  limitation,  reasonable  attorneys' and
consultants'  fees,  disbursements and expenses9  suffered by the Company or any
Company  Indemnified Party arising or resulting from any inaccuracy in or breach
of any of the representations and warranties made by Investor herein.

    
<PAGE>

         (b)  Indemnification  of the Investor.  From and after the date hereof,
the Company  shall  indemnify and hold  harmless the  Investor,  its  directors,
officers, employees, agents, representatives, stockholders and partners (each an
'Investor Indemnified Party"), as applicable,  from and against any loss, damage
or  expense,   including,   without   limitation,   reasonable   attorneys'  and
consultants'  fees,  suffered by the Investor or any Investor  Indemnified Party
arising  or  resulting   from  any  inaccuracy  in  or  breach  of  any  of  the
representations. warranties, covenants or agreements made by the Company herein.

         (c)  Procedure  for  Claims.  Within ten days after  obtaining  written
notice of any claim or demand which has given rise to, or could  reasonably give
rise  to'  a  claim   for   indemnification   hereunder,   the   parry   seeking
indemnification  shall give written  notice of such claim ('Notice of claim') to
the  other   parry.   Failure  to  give  such   notice  by  the  parry   seeking
indemnification  within said ten day period  shall not relieve the  indemnifying
party of its obligations hereunder, unless and only to the extent the failure to
so notify the identifying  party actually results in damage or prejudice to such
indemnifying  party.  Notice of Claim shall set forth a brief description of the
facts giving rise to such claim and the amount (or a reasonable estimate) of the
loss, damage or expense suffered, or which may be suffered, by the party seeking
indemnification.

         Upon  receiving  the  Notice of Claim,  the  indemnifying  party  shall
resist,  settle or  otherwise  dispose of such claim in such  manner as it shall
deem appropriate,  including the employment of counsel, and shall be responsible
for the payment of all expenses,  including the reasonable  fees and expenses of
such counsel  provided that the  indemnifying  party shall not settle such claim
without the  consent of the  indemnified  party  which will not be  unreasonably
withheld.  The indemnified party shall have the right to employ separate counsel
in any such action and to participate in or assume the defense thereof,  but the
fees and expenses of such counsel shall be at the  indemnified  party's  expense
unless (i) the employment has been  specifically  authorized by the indemnifying
party in writing,  (ii) the indemnifying  party has failed to assume the defense
and employ  counsel in a timely  manner or (iii) the named parties to any action
(including any impleaded parties) include both Investor and the Company, and the
indemnified  party has been advised by such counsel that  representation  of the
Company  and the  Investor  by the same  counsel  would be  inappropriate  under
applicable  standards  of  professional  conduct  due  to  actual  or  potential
differing  interests  between  them (in which  case,  if the  indemnified  party
notifies the indemnifying  party in writing that the indemnified party elects to
employ  separate  counsel  at  the  expense  of  the  indemnifying   party,  the
indemnifying party shall have neither the right nor the obligation to assume the
defense of such action on behalf of the indemnified party).

         (d) Third Party  Beneficiaries.  Nothing  contained  in this  Section 5
shall confer any rights upon,  or inure to the benefit of, any third party other
than  those  parties  specified  in  Sections  5(a)  and  5(b)  above,  it being
understood that such parties,  to the extent not actually parties hereto,  shall
be third party beneficiaries.

         6.  Condition  to the  Company's  Obligations.  The  obligation  of the
Company  to  consummate  the  transactions   contemplated  hereby  is  expressly
conditioned upon:

                                              
<PAGE>




         (a) the  execution  and delivery by the  Investor of this  Subscription
Agreement;

         (b) payment by the Investor to the Company of the Purchase Price either
(i) by  certified  or  cashier's  check  made  payable  to  the  order  of  "IVI
Publishing,  Inc." or (ii) by electronic wire transfer to an account  designated
in writing to the Investor prior to the Closing.

         7. Conditions to Investor's Obligations. The obligation of the Investor
to consummate  the  transactions  contemplated  hereby is expressly  conditioned
upon:

         (a) the execution  and delivery of by the Company of this  Subscription
Agreement; and

         (b) the delivery to the Investor of certificates  evidencing the Shares
issued in the name of the Investor.

         8. Miscellaneous.

         (a) Notices. Any and all notices or other  communications  provided for
herein shall be in writing and shall be considered  duly given upon the earliest
to occur of (i)  personal  delivery,  (ii) two days after being  delivered  to a
reputable  overnight  mail  delivery  courier or service,  (iii) five days after
being mailed by certified or registered mail, return receipt requested,  postage
prepaid or (iv) the delivering  party's  receipt of a written  confirmation of a
facsimile  transmission.  All notices  shall be  addressed to the Company at its
principal  office and to the Investor at its address last appearing on the stock
records of the Company. Any party hereto may change its address by giving notice
to the other party hereto as provided herein.

         (b) Effect and  Interpretation.  Notwithstanding  the place  where this
Subscription Agreement may be executed by any of the parties hereto, the parties
expressly  agree that all terms and  provisions  hereof  shall be  construed  in
accordance  with and  governed  by the laws of the  State of  Minnesota  without
regard to the conflicts of laws provisions thereof.

         (c) Entire  Agreement.  This  Subscription  Agreement  constitutes  the
entire  agreement  between the parties hereto with respect to the subject matter
hereof  any may be  amended  only by a writing  executed  by all  parties.  This
Subscription  Agreement and the information contained herein expressly supersede
all  understandings  and  agreements  of the parties,  whether  written or oral,
between the parties with respect to the subject matter hereof.

         (d)  Successors.  This  Subscription  Agreement  and all the  terms and
provisions  hereof  shall be binding  upon and shall inure to the benefit of the
parties hereto,  and their respective heirs,  legal  representatives,  permitted
successors and permitted assigns.

<PAGE>

                                              
         (e) Pronouns and Headings.  As used herein,  all pronouns shall include
the masculine,  feminine,  neuter,  singular and plural wherever the context and
facts require such  construction.  The  descriptive  headings in the sections of
this  Subscription  Agreement are inserted for convenience of reference only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

         (f) Severability.  If any provision of this  Subscription  Agreement is
held  by  a  court  of  competent   jurisdiction  to  be  invalid,   illegal  or
unenforceable,  such  provision  shall be  severed  and  enforced  to the extent
possible  or  modified  in  such  a way  as to  make  it  enforceable,  and  the
invalidity,   illegality  or  unenforceability  thereof  shall  not  affect  the
validity,  legality  or  enforceability  of the  remaining  provisions  of  this
Subscription Agreement.

         (g)  Counterparts.   This   Subscription   Agreement  may  be  executed
simultaneously  in one or more  counterparts  each of which  shall be  deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

         (h) No  Assignment.  This  Subscription  Agreement  and the  rights and
obligations  of the parties  hereunder may not be assigned or delegated  without
the prior written consent of the non-assigning or non-delegating party.

         (i) Jurisdiction; Service of Process; Waiver of Jury Trial. The parties
hereby submit to the exclusive  jurisdiction  of the federal and state courts in
Minneapolis,   Minnesota  for  all  purposes  of  or  in  connection  with  this
Subscription  Agreement.  The parties  hereby consent to process being served in
any suit,  action  or  proceeding  of the  nature  referred  to above (A) by the
mailing of a copy thereof by  registered  or certified  mail,  postage  prepaid,
return receipt  requested,,  to its address shown below its signature  hereto or
(B)by  serving a copy thereof  upon any party s authorized  agent for service of
process (to the extent  permitted  by  applicable  law,  regardless  whether the
appointment  of such agent for service of process for any reason  shall prove to
be  ineffective or such agent for service of process shall accept or acknowledge
such  service);  provided  that, to the extent lawful and  practicable,  written
notice  of said  service  upon said  agent  shall be  mailed  by  registered  or
certified mail, postage prepaid,  return receipt  requested,  to either party at
its  address  shown below its  signature  hereto.  The  parties  agree that such
service,  to the fullest  extent  permitted by law, (1) shall be deemed in every
respect  effective  service  of  process  upon it in any such  suit,  action or,
proceeding and (2) shall be taken and held to be valid personal service upon and
personal  delivery to it.  Nothing  herein shall affect either  party's right to
serve process in any other manner permitted by law.

         THE PARTES HERETO  IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING  (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION
WITH THE THIS SUBSCRIPTION AGREEMENT OR ANY AMENDMENT,  INSTRUMENT,  DOCUMENT OR
AGREEMENT  DELIVERED  OR WHICH MAY IN THE  FUTURE  BE  DELIVERED  IN  CONNECTION
HEREWITH,  OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR
RELATED  TO THE  TRANSACTION  DOCUMENTS,  AND  AGREES  THAT ANY SUCH  ACTION  OR
PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.

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

                  THE COMPANY:

                  IVI PUBLISHING, INC., a Minnesota corporation


                  By:
                  Its: 




<PAGE>




                    SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
                     FOR CORPORATE AND PARTNERSHIP INVESTORS

Note: This page must be executed by an officer (in the case of a corporation) or
other  authorized  agent (in the case of a  partnership)  authorized to bind the
corporation or partnership.

The undersigned hereby subscribes for the following shares of Common Stock:

Number of shares of Common Stock:

Purchase Price:

Name of Investor:

AT&T CORP.


By: 
    Its:    


Taxpayer Identification No.: 

Address of Principal Place of Business:



Date:


--------------------------------------------------------------
Below this line to be completed by the Company Only

SUBSCRIPTION FOR THE ABOVE DESCRIBED SHARES ACCEPTED AS OF
_____________, 199__

                                        IVI PUBLISHING, INC.,
                                        a Minnesota corporation


                                        By:
                                        Title:


                                              

<PAGE>




STATE OF               )
                       )
COUNTY OF              )

         I,  __________________________  a Notary Public in and for said County,
in the  State  aforesaid,  do  hereby  certify  that the  person  whose  name is
subscribed to above, known to me to be the _________________ of _______________,
appeared before me this day in person, and acknowledged and swore that he signed
and  delivered  the said  instruments  on behalf of said entity for the uses and
purposes therein set forth, and that the statements contained therein are true.

         Give  under  my  hand  and   notarial   seal  as  of  the  ___  day  of
_____________, 199__.


My Commission expires:


-----------------------
         Notary Public




                       





<PAGE>



                                                                     EXHIBIT 10



                          REGISTRATION RIGHTS AGREEMENT

         Registration  Rights Agreement (the  "Agreement"),  dated as of [____],
1995  by  and  between  IVI  Publishing,  Inc.,  a  Minnesota  corporation  (the
"Company"),  and the Persons named in Schedule I hereto who execute counterparts
of this Agreement.

                                R E C I T A L S:

         A. This Agreement is made pursuant to the Anchor Brand Content Provider
Agreement,  dated as of the date hereof (the  "Content  Agreement")  between the
Company and AT&T Corp.  ("AT&T"),  which (among other things)  provides that the
Company grant to AT&T options (the "Options") to purchase in the aggregate up to
20% of the Company's common stock,  $.01 par value (the "Common Stock"),  at the
exercise prices provided in the Content Agreement.

         B. The Content  Agreement  provides  that the Common Stock  acquired by
AT&T  pursuant  to the  exercise  of the  Options,  if any,  will be entitled to
certain  so-called  "piggyback"  registration  rights,  as more fully  described
herein.

         C. In order to induce AT&T to enter into and  perform  its  obligations
under the Content Agreement,  the Company has agreed to provide the registration
rights set forth in this Agreement.

         NOW, THEREFORE, the parties hereby agree as follows:

         1. Definitions.

         As used in this Agreement,  the following  capitalized terms shall have
the following meanings:

         "Common Stock" has the meaning set forth in the Recitals.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
or any similar or successor federal statute and the rules and regulations of the
SEC promulgated thereunder, all as the same shall be in effect at the time.

         "Holder"  means any Person  named in  Schedule l hereto who  executes a
counterpart of this Agreement and any Person who becomes a Holder after the date
of this Agreement pursuant to Paragraph 11(a).

         "Indemnified Party" has the meaning set forth in Paragraph 6(c).

                        
<PAGE>




         "Indemnifying Party" has the meaning set forth in Paragraph 6(c).

         "NASD" means the National Association of Securities Dealers, Inc.

         "Person"  means  an  individual,   partnership,   corporation,  limited
liability  company,  trust or  unincorporated  organization,  or a government or
agency or political subdivision thereof, or any other entity of any kind.

         "Registered  Securities" means  Registrable  Securities which have been
registered  under the Securities Act pursuant to a registration  statement filed
with and declared effective by the SEC.

         "Registrable  Securities"  means  (i) the  Shares;  (ii) the  shares of
Common  Stock issued or issuable as dividends  on, or other  distributions  with
respect  to, the  Shares;  and (iii) any other  security  issued or  issuable in
exchange for, or in replacement  of, any of the Shares,  in -each case until any
such security ceases to be a Registrable Security in accordance with Paragraph 2
hereof.

         "Registration  Expenses"  means all expenses  incident to the Company's
performance  of or  compliance  with  Paragraph 3 of this  Agreement,  including
without limitation all registration and filing fees, including fees with respect
to filings  required to be made with any stock  exchange  or the NASD,  fees and
expenses  of  compliance  with  state  securities  or blue sky  laws  (including
reasonable  fees and  disbursements  of  counsel  in  connection  with  blue sky
qualifications of the Registrable Securities), messenger, telephone and delivery
expenses,  and the fees and  expenses of counsel for the  underwriter,  costs of
printing prospectuses, and fees and disbursements of counsel for the Company and
of all independent  certified public  accountants of the Company  (including the
expenses of any special audit and "cold comfort" letters required by or incident
to such performance).

         "Registration  Statement"  means  any  registration  statement  of  the
Company  which  includes  any  of the  Registrable  Securities  pursuant  to the
provisions  of this  Agreement,  including  the  prospectus  included  or deemed
included in the Registration Statement and all amendments and supplements to the
Registration Statement or the prospectus,  including post-effective  amendments,
and all  exhibits  to,  and all  materials  incorporated  by  reference  in, the
Registration Statement.

         "SEC" means the United States Securities and Exchange Commission or any
similar  agency then having the  authority  to enforce the  Exchange  Act or the
Securities Act.

         "Securities  Act" means the Securities Act of 1933, as amended,  or any
similar  or  successor  statute,  and  the  rules  and  regulations  of the  SEC
promulgated thereunder, all as the same shall be in effect at the time.

      

<PAGE>



         "Selling  Expenses"  means  all fees and  expenses  of  counsel  to the
Holder(s),  all  discounts,  commissions or other  reasonable  customary fees of
underwriters,  selling brokers,  dealer managers or similar securities  industry
professionals relating to the distribution of the Registrable Securities.

         "Selling Holders" has the meaning set forth in Paragraph 4(b).

         "Shares"  means the shares of Common Stock of the Company  owned by the
Holders  which were  originally  purchased  by AT&T  through the exercise of the
Options.

         "Stockholder"  means  any  holder of  equity  securities  issued by the
Company.

         2. Securities Subject to this Agreement. The securities entitled to the
benefits of this  Agreement are the  Registrable  Securities,  but such benefits
shall  continue with respect to each such security only so long as such security
continues to be a Registrable  Security.  A security  ceases to be a Registrable
Security when (i) a Registration Statement covering the sale of such Registrable
Security  has  been  declared   effective  under  the  Securities  Act  and  the
Registrable   Security  has  been  sold  in  accordance  with  the  Registration
Statement;  (ii) it is  distributed  to the public  pursuant to Rule 144 (or any
similar  provision  then  in  force)  under  the  Securities  Act;  (iii)  a new
certificate  representing  such  security  has been  delivered  (to the original
Holder or any subsequent  transferee)  by the Company free from any  restrictive
legend and  without  issuance  of stop  transfer  or other  instructions  to the
Company's  transfer  agent and the Holder of such  security  has been advised by
counsel  acceptable to it that subsequent  disposition of such security will not
require  registration  or  qualification  under the  Securities Act or any state
"blue sky" or similar law then in effect;  or (iv) the security has ceased to be
outstanding.

         3. Registration under the Securities Act: Piggy-Back Registration.

         (a) Piggy-Back  Registration.  If (but without any obligation to do so)
at any time during the period  beginning April 1, 1996 and ending March 31, 2000
the Company  proposes to register for itself or any of its  stockholders  (other
than (1) the Holders or (2) in connection with any demand registration requested
pursuant to the Registration  Rights  Agreement,  dated October 14, 1993 between
the  Company and Invemed  Associates,  Inc.) any of its capital  stock under the
Securities Act in connection  with the public  offering of such  securities on a
form and in a manner that would permit  registration  of Registrable  Securities
for sale to the public under the Securities Act, then:

                  (i) the  Company  in each case will  notify  in  writing  each
         Holder of its intention to effect such a registration  at least 30 days
         prior to the proposed filing of a Registration  Statement in connection
         therewith;

                  (ii) the  Company  will offer each Holder the  opportunity  to
         include in such  registration  all or such lesser amount of Registrable
         Securities as each Holder may request.  Upon the request of one or more
         Holders  which  in  the  aggregate  own  at  least  a  majority  of the
         outstanding  Registrable  Securities,  given in writing  within 20 days
         after  receipt  of the notice  described  under  clause (i) above,  the
         Company will use its  reasonable  best  efforts as soon as  practicable
         thereafter to cause any of the Registrable Securities specified by such
         Holder to be included in the Registration Statement; and

<PAGE>

                  (iii) if the  registration  of which the Company gives written
         notice under  clause (i) above  involves an  underwriting,  the Company
         shall  use  its   reasonable   best   efforts  to  cause  the  managing
         underwriter(s) of the proposed  underwritten offering to permit Holders
         to include their Registrable Securities in the underwriting on the same
         terms and conditions as similar terms of the Company included therein.

         (b)   Limitations  on  Company's   Obligations  to  Effect   Additional
Piggy-Back Registration. Notwithstanding the provisions of Paragraph 3(a) above:

                  (i) the Company shall not be obligated to include  Registrable
         Securities  in  more  than  two  Registration  Statements  pursuant  to
         Paragraph 3(a) in which Registrable  Securities are included (excluding
         registrations in which the number of Registrable  Securities  requested
         to be included  is reduced as a result of the  operation  of  Paragraph
         3(b)(ii)  below,  but  only  to the  extent  of  such  deductions)  and
         thereafter,  the  Company  shall  have no  obligation  to  include  any
         Registrable  Securities in any registration  pursuant to this Paragraph
         3;

                  (ii) if and to the  extent  that the  managing  underwriter(s)
         advise  the  Company  in  writing  that  inclusion  of  the  number  of
         Registrable  Securities  held by Holders  requesting  inclusion  in the
         Registration    Statement   would   materially   interfere   with   the
         underwriter's  ability  to  effectuate  the  registration  and  sale of
         securities proposed to be offered and sold pursuant to the Registration
         Statement,  the managing  underwriter(s)  shall select the  permissible
         quantity of Registrable Securities to be sold by the Holders (which may
         be none) by reducing the total number of  securities  to be sold by the
         holders of securities other than Registrable Securities and the Holders
         (but not the number of  securities  to be sold by the Company) on a pro
         rata basis.  For purposes of  apportionment  pursuant to this Paragraph
         3(b),  for any selling  Holder that is a partnership  or a corporation,
         the affiliates of such partnership or corporation  shall  collectively,
         with such Holder be deemed to be one "selling Holder," and any pro rata
         reduction with respect to such "selling Holder" shall be based upon the
         aggregate  amount  of  shares  carrying  registration  rights  owned by
         entities and individuals included in such "selling Holder;"

                  (iii) if, at any time after giving such written  notice of its
         intention to register any of its  securities and prior to the effective
         date of the applicable  Registration Statement filed in connection with
         such  registration,  the Company shall  determine for any reason not to
         register  such  securities,  the  Company  may, at its  election,  give
         written  notice of such  determination  to each  holder of  Registrable
         Securities  and  thereupon  shall  be  relieved  of its  obligation  to
         register  any   Registrable   Securities   in   connection   with  such
         registration; and

                  (iv)  the  Company  shall  not  be  obligated  to  effect  any
         registration  of  Registrable   Securities   under  Paragraph  3(a)  in
         connection  with  mergers,  acquisitions,   exchange  offers,  dividend
         reinvestment  plans or stock  option  plans or other  employee  benefit
         plans;   provided,   that  the   securities  to  be  included  in  such
         registration  are  limited  to shares to be issued in such  transaction
         and/or pursuant to such benefit plans.
<PAGE>

         (c) Underwritten  Offer. If the registration of which the Company gives
written  notice under  Paragraph  3(a)(i) above  involves an  underwriting,  the
Company shall so advise in such written  notice.  In such event the right of any
Holder to registration pursuant to Paragraph 3(a) shall be conditioned upon such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable Securities in such underwriting. All Holders proposing to distribute
their Registrable  Securities through such underwriting shall (together with the
Company and the other holders distributing their Registrable  Securities through
such underwriting)  enter into an underwriting  agreement in customary form with
the underwriter or underwriters  selected for such  underwriting by the Company.
If any Holder disapproves of the terms of any such underwriting, such Holder may
elect to withdraw from the  underwriting by prompt written notice to the Company
and the underwriter.

         4.  Registration  Obligations  of the Company.  In connection  with the
filing of a Registration Statement Pursuant to Paragraph 3, the Company shall:

         (a)  Use  its  reasonable  best  efforts  to  cause  such  Registration
Statement  to remain in effect  until the earlier of (i) the  completion  of the
distribution  of  the  Registrable   Securities  included  in  the  Registration
Statement, and (ii) two years after the date on which the Registration Statement
is declared effective.

         (b) Notify the Holders  whose  Registrable  Securities  are included in
such  Registration  Statement  (the  "Selling  Holders") as to the filing of the
Registration  Statement and of all amendments or supplements  promptly after the
filing of any thereof;

         (c)  Notify the  Selling  Holders,  promptly  after the  Company  shall
receive notice  thereof,  of the time when such  Registration  Statement  became
effective or when any amendment or supplement to any  prospectus  forming a part
of said Registration Statement has been filed;

         (d) Notify the Selling  Holders  promptly of any request by the SEC for
the amending or  supplementing of such  Registration  Statement or prospectus or
for additional information;

         (e)  During the period in which the  Company  is  obligated  to use its
reasonable best efforts to keep a Registration  Statement  effective pursuant to
this Paragraph 4, prepare and promptly file with the SEC and promptly notify the
Selling  Holders  of the  filing  of  any  amendments  or  supplements  to  such
Registration  Statement  or  prospectus  as  may be  necessary  to  correct  any
statements  or  omissions  if, at any time  when a  prospectus  relating  to the
Registrable Securities is required to be delivered under the Securities Act, any
event with respect to the Company  shall have  occurred as a result of which any
such  prospectus  or any other  prospectus  as then in effect  would  include an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements  therein not  misleading;  and, in addition,  during such
period. prepare id file with the SEC, promptly upon the Selling Holders' written
request,  any  amendments  or  supplements  to such  Registration  Statement  or
prospectus which may be reasonably necessary or advisable in connection with the
distribution of the Registrable Securities;
<PAGE>

         (f)  Prepare,  promptly  upon  request  of the  Selling  Holders or any
underwriters for the Selling Holders made during the period in which the Company
is obligated to use its reasonable best efforts to keep a Registration Statement
effective,  such amendment or amendments to such Registration Statement and such
prospectus or prospectuses as may be reasonably  necessary to permit  compliance
with the requirements of Section 10(a)(3) of the Securities Act;

         (g) Rise the Selling  Holders  promptly after the Company shall receive
notice  or  obtain  knowledge  of the  issuance  of any  stop  order  by the SEC
suspending the  effectiveness  of any such  Registration  Statement or amendment
thereto or of the  initiation or threatening of any proceeding for that purpose,
and  promptly use its  reasonable  best efforts to prevent the issue of any stop
order or obtain its withdrawal promptly if such stop order should be issued;

         (h) Use its  reasonable  best efforts to qualify as soon as  reasonably
practicable the Registrable Securities for sale under the securities or blue sky
laws of such  states and  jurisdictions  within  the  United  States as shall be
reasonably requested by the Selling Holders; provided that the Company shall not
be required in connection  therewith or as a condition  thereto to qualify to do
business,  to become  subject  to  taxation  or to file a consent  to service of
process generally in any of the aforesaid states or jurisdictions;

         (i) Furnish the Selling  Holders,  as soon as available,  copies of any
Registration  Statement and each preliminary or Final prospectus,  or supplement
or amendment  required to be prepared  pursuant  hereto,  all in such reasonable
quantities as the Selling Holders may from time to time reasonably request;

         (j) Furnish each Selling Holder such signed counterparts of opinions of
counsel and  accountants'  "comfort"  letters as it reasonably  may request with
respect to the  registration of its  Registrable  Securities,  the  Registration
Statement  covering such  Registrable  Securities  and the financial  statements
included therein; and

         (k) Apply for listing and use its  reasonable  best efforts to list the
Registrable  Securities,  if any,  being  registered on any national  securities
exchange on which a class of the  Company's  equity  securities is listed or, if
the  Company  does not have a class of equity  securities  listed on a  national
securities exchange, apply for qualification and use its reasonable best efforts
to qualify the Registrable Securities, if any, being registered for inclusion on
the automated quotation system of the NASD.


<PAGE>



         5.  Expenses.  The  Company  will  pay  all  Registration  Expenses  in
connection with  registrations of Registrable  Securities  effected  pursuant to
Paragraph 3. All Selling Expenses in connection with any  registration  effected
pursuant to this Agreement  shall be borne by the Company and the holders of the
Registrable  Securities  so  registered,  pro rata on the basis of the number of
Shares  included  in the  registration  for the  account of the  Company and the
number of Registrable Securities so registered by each such holder.

         6. Indemnification.

         (a) To the  extent  permitted  by  applicable  law,  the  Company  will
indemnify each Holder of the Registrable  Securities  requesting or joining in a
registration, each Person who controls such Holder within the meaning of Section
15 of the Securities  Act, and each  underwriter of the securities so registered
and each Person who controls such  underwriter,  id their  respective  officers,
directors,  partners,  agents,  employees  and  successors,  against  all costs,
expenses, demands, claims, losses, damages, liabilities,  fines id penalties (or
actions  in respect  thereof),  to which  such  holder or such other  Person may
become  subject  under the  Securities  Act, the Exchange Act or under any other
statute or at common law or otherwise,  insofar as such claims, losses, damages,
liabilities,  fines  and  penalties  arise  out of or are  based  on any  untrue
statement (or alleged  untrue  statement)  of a material  fact  contained in any
Registration  Statement  or  prospectus,  or arise out of or are based  upon any
omission  (or alleged  omission) to state  therein a fact  required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  or any
violation  or alleged  violation  by the  Company  of the  Securities  Act,  the
Exchange Act, any state  securities  law or any rule or  regulation  promulgated
under the  Securities  Act, the Exchange Act or any state  securities law (other
than with  respect  to  violations  or alleged  violations  caused by the Person
seeking  indemnification under this Paragraph 6(a)) and will reimburse each such
Holder, each Person who controls such Holder within the meaning of Section 15 of
the Securities Act and each such  underwriter,  and their  respective  officers,
directors,  partners,  agents,  employees and  successors  for any legal and any
other expenses reasonably incurred in connection with investigating or defending
any such  demand,  claim,  loss,  damage,  liability  or action  promptly  after
submission  of supporting  materials  with respect to such  expenses;  provided,
however,  that the  Company  shall not be required  to  indemnify  any Holder or
underwriter  or Person which  controls any Holder or  underwriter  for any cost,
expense,  demand, claim, loss, damage,  liability,  fine or penalty which arises
out of or is  based  upon  any  written  information  provided  by  such  Person
expressly for inclusion in the Registration Statement.

         (b) To the extent  permitted by applicable law, each Holder  requesting
or joining in a registration  will indemnify the Company,  each of its officers,
directors,  successors and controlling persons, and each underwriter, if any, of
the Company's  securities covered by a registration  statement,  each Person who
controls the Company or such underwriter within the meaning of Section 15 of the
Exchange  Act,  and any other Holder  selling  securities  in such  registration
statement or any of its directors,  officers,  partners,  agents or employees or
any other person who controls,  within the meaning of Section 15 of the Exchange
Act, such Holder against all costs, expenses,  demands, claims, losses, damages,
liabilities, fines  and penalties  (or actions in respect  thereof to which such

<PAGE>


indemnified  party may become subject under the Securities Act, the Exchange Act
or under any  other  statute  or at common  law or  otherwise,  insofar  as such
losses,  claims, damages or liabilities arise out of or are based upon an untrue
statement (or alleged  untrue  statement)  of a material  fact  contained in any
Registration  Statement  or  prospectus,  or arise out of or are based  upon the
omission  (or alleged  omission) to state  therein a fact  required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent,  but only to the extent,  that such untrue  statement (or alleged
untrue statement) or omission (or alleged omission) was made in any Registration
Statement  or  prospectus  in  reliance  upon  and in  conformity  with  written
information  furnished to the Company by such Holder  requesting or joining in a
registration expressly for use in the preparation thereof.

         (c) Each party entitled to indemnification  under this Paragraph 6 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has received  written  notice of any claim as to which  indemnity may be sought,
and shall permit the Indemnifying  Party to assume the defense of any such claim
or any litigation resulting therefrom, provided (i) the Indemnifying Party shall
acknowledge  in writing  to the  Indemnified  Party  prior to  engaging  in such
defense its obligation to indemnify the Indemnified  Party and (ii) such counsel
for the  Indemnifying  Party,  who shall  conduct  the  defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably  withheld or delayed).  The Indemnified Party may participate in
such defense at its own expense; provided,  however, that the Indemnifying Party
shall bear the  expense  of such  defense  of the  Indemnified  Party if (i) the
Indemnifying  Party  has  agreed  in  writing  to pay  such  expenses,  (ii) the
Indemnifying  Party  shall have  failed to assume  the  defense of such claim or
employ counsel  reasonably  satisfactory to the Indemnified  Party, (iii) in the
reasonable  judgment of the Indemnified  Party, based upon the written advice of
such  Indemnified  Party's counsel,  representation  of both parties by the same
counsel would be inappropriate due to actual or potential  conflicts of interest
or (iv) such claim could involve the  imposition of criminal  sanctions  against
the  Indemnified  Party,  in which case the  Indemnified  Party shall assume the
defense of any such criminal  claim.  In the event that the  Indemnifying  Party
properly  does not assume  such  defense,  the  Indemnifying  Party shall not be
subject to any  liability  for any  settlement  made  without its prior  written
consent,  which  consent  shall not be  unreasonably  withheld or  delayed.  The
failure of any Indemnified Party to give notice as provided herein shall relieve
the  Indemnifying  Party of its  obligations  under  this  Section 6 only to the
extent that such failure to give notice shall materially adversely prejudice the
Indemnifying  Party in the defense of any such claim or any such litigation.  No
Indemnifying  Party,  in the  defense  of any such claim or  litigation,  shall,
except with the prior written consent of each  Indemnified  Party (which consent
shall not be unreasonably  withheld),  consent to entry of any judgment or enter
into any settlement of any such claim.

         7. Contribution.

         (a)  If  the  indemnification  provided  for in  Paragraph  6 from  the
Indemnifying  Party is unavailable to or unenforceable by the Indemnified  Party
in respect to any losses, claims,  damages,  liabilities or expenses referred to
herein,  then the Indemnifying  Party, in lieu of indemnifying  such Indemnified
Party,  shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses,  claims,  damages,  liabilities  or expenses in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Parties in connection with the actions which resulted in

<PAGE>

such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such Indemnifying Party or
Indemnified  Parties,  and the parties'  relative intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages,  liabilities
and  expenses  referred  to above  shall be deemed to  include,  subject  to the
limitations  set  forth in  Paragraph  6, any  legal or other  fees or  expenses
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.

         (b) The  Company  and the  Holders  agree that it would not be just and
equitable if  contribution  pursuant to this Paragraph 7 were  determined by pro
rata  allocation or by any other method of  allocation  which does not take into
account the equitable  considerations  referred to in the immediately  preceding
paragraph. No Person guilty of fraudulent  misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any Person who was not guilty of such fraudulent misrepresentation.

         (c) If indemnification is available under Paragraph 6, the Indemnifying
Parties shall  indemnify each  Indemnified  Party to the full extent provided in
Paragraph 6 without  regard to the relative fault of the  Indemnifying  Party or
Indemnified  Party or any other  equitable  consideration  provided  for in this
Paragraph 7.

         8. Hold-Back Agreements.

         (a) Restrictions on Public Sale by Holder of Registrable Securities. To
the extent consistent with applicable law, each Holder of Registrable Securities
whose  Registrable  Securities  are included in a Registration  Statement  filed
pursuant  to  Paragraph  3  hereof  agrees  not to  effect  any  public  sale or
distribution  of the issue  being  registered  or any  similar  security  of the
Company,  including a sale pursuant to Rule 144 under the Securities Act, during
the 7-day period  prior to, and during the 90-day (or such longer  period as the
managing  underwriter  with respect to the  application  Registration  Statement
shall  deem  appropriate)  period  beginning  on,  the  effective  date  of such
Registration  Statement,  to the extent such sales may prevent the Company  from
being in  compliance  with the Exchange  Act;  provided,  however,  that no such
restriction shall apply to sales of Registrable Securities made pursuant to that
Registration  Statement,  which may be, made at any time following the effective
date of that Registration Statement.


<PAGE>



         (b) Restrictions on Public Sale by the Company and Others.  The Company
shall not effect any public or nonpublic sale or  distribution of any securities
similar  to  those  being  registered,  or any  securities  convertible  into or
exchangeable  or  exercisable  for any such  securities  or similar  securities,
during the 7-day period prior to, and during the 90-day period beginning on, the
effective  date of any  Registration  Statement in which holders of  Registrable
Securities are  participating  or the  commencement of a public  distribution of
Registrable  Securities pursuant to any such Registration  Statement (except (i)
as part of such  registration or pursuant to  registrations  on SEC Forms S-4 or
S-8 or any similar or successor form, or on any form filed in connection with an
exchange offer or an offering of securities solely to the existing  stockholders
or employees of the Company or (ii) for sales or other  issuances of  securities
pursuant to outstanding options, warrants, rights or similar obligations).

         9. Rule 144 and Stock Exchange Listings.

         To the extent that the  Company is subject to the filing and  reporting
requirements  of the  Securities  Act and the Exchange Act, and so long as there
are Registrable Securities outstanding:

         (a) The Company will file the reports  required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC  thereunder,  and  will  take  such  further  action  as any  Holder  of
Registrable  Securities may reasonably request,  all to the extent required from
time to time to  enable  such  Holder  to sell  Registrable  Securities  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by (i) Rule 144 under the  Securities  Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation  hereafter  adopted by
the SEC. Upon the request of any Holder of Registrable  Securities,  the Company
will  deliver to such Holder a written  statement  as to whether it has complied
with such information and requirements.

         (b) The Company  will use its  reasonable  best efforts to avoid taking
any action  which  would  cause the  Common  Stock to cease to be  eligible  for
inclusion on either of the NASD Automated Quotation System or for listing on any
securities exchange on which it may become listed.

         10. Obligations of Holder.

         (a) Each Holder of Registrable  Securities included in any registration
shall  furnish to the Company  such  information  regarding  such Holder and the
distribution  proposed by such Holder as the Company may  reasonably  request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.
<PAGE>


         (b) Each Holder of the Registrable  Securities agrees by acquisition of
such  Registered  Securities  that upon  receipt of any notice  from the Company
pursuant to Paragraph 4(g), such Holder will forthwith discontinue such Holder's
disposition  of Registered  Securities  pursuant to the  Registration  Statement
relating to such Registered Securities until such Holder's receipt of the copies
of the supplemented or amended prospectus  contemplated by Paragraph 4(g) and if
so  directed by the  Company,  will  deliver to the  Company  (at the  Company's
expense) all copies,  other than  permanent  file copies,  then in such Holder's
possession of the prospectus relating to such Registered  Securities at the time
of receipt of such notice.

         11. Miscellaneous.

         (a) Transfer of Certain Rights. The rights granted to the Holders under
this  Agreement  may be  transferred  only to a  transferee  who delivers to the
Company,  within a reasonable time after such transfer,  a written instrument by
which  such  transferee  agrees  to be  bound  by the  applicable  terms of this
Agreement. Notwithstanding the foregoing, nothing herein shall prohibit: (i) any
Holder  from  transferring  any  of  its  rights  under  this  Agreement  to any
wholly-owned  subsidiary  of  such  Holder  or to any  entity  which  merges  or
consolidates  with or acquires all or substantially all of the equity securities
or  assets  of  such  Holder,  (ii)  any  Holder  which  is a  partnership  from
transferring  any of its  rights  under  this  Agreement  to a  partner  of such
partnership where such partner receives Registrable Securities in a distribution
from such  partnership,  (iii) any Holder who is an individual from transferring
any of its  rights  under this  Agreement  to such  Holder's  spouse or to other
relatives,  or to a trust for the benefit of the Holder, or his or her spouse or
other  relatives;  or (iv)  any  trustee  of a trust  which  holds  Registerable
Securities from distributing such Registrable Securities to the beneficiaries of
such trusts;  provided that any such transferee under  subparagraphs  (i), (ii),
(iii) or (iv) above will hold the  Registrable  Securities  subject to the terms
and  conditions of this  Agreement.  Upon any transfer of the rights of a Holder
permitted by and completed in compliance with the terms of this  Agreement,  the
transferee  shall  become a "Holder"  for  purposes  of this  Agreement  and the
Company shall add the name and address of the  transferee to Schedule I (and, to
the extent the transferor no longer holds Registrable  Securities,  shall delete
the name and address of the transferor).

         (b)  Remedies.  In  the  event  of a  breach  by  the  Company  of  its
obligations  under this  Agreement,  each Holder of Registrable  Securities,  in
addition  to being  entitled to exercise  all rights  granted by law,  including
recovery of damages,  will be  entitled  to specific  performance  of its rights
under this  Agreement.  The Company  agrees that  monetary  damages would not be
adequate  compensation  for any loss incurred by reason of a breach by it of any
of the  provisions  of this  Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the  provisions  hereof  may not be given  without  the  written  consent of the
Company  and  Holders  of at  least a  majority  of the  Registrable  Securities
affected by such amendment,  modification,  supplementation,  waiver or consent.
Notwithstanding  the  foregoing,  a waiver  or  consent  to  departure  from the
provisions  hereof with respect to a matter  which  relates  exclusively  to the
rights of Holders of  Registrable  Securities  whose  securities  are being sold
pursuant to a  Registration  Statement and which does not directly or indirectly
affect the rights of other Holders of Registrable Securities may be given by the
Holders of a majority of the Registrable  Securities being sold by such Holders,
provided thai the provisions of this sentence may not be amended,  modified,  or
supplemented  except  in  accordance  with  the  provisions  of the  immediately
preceding sentence.


<PAGE>

         (d) Notices. Any and all notices or other  communications  provided for
herein shall be in writing and shall be considered  duly given upon the earliest
to occur of (i)  personal  delivery,  (ii) two days after being  delivered  to a
reputable  overnight  mail  delivery  courier or service,  (iii) five days after
being mailed by certified or registered mail, return receipt requested,  postage
prepaid or (iv) the delivering  party's  receipt of a written  confirmation of a
facsimile  transmission.  All notices  shall be  addressed to the Company at its
principal  office and to the Holder at its address  last  appearing on the stock
records of the Company. Any party hereto may change its address by giving notice
to the other party hereto as provided herein.

         (e) Governing Law. This Agreement  shall be governed by ad construed in
accordance  with  the laws of the  State  of  Minnesota  without  regard  to the
conflict of laws provisions thereof.

         (f)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  ad by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

         (g) Headings.  The headings in this  Agreement are for  convenience  of
reference only ad shall not limit or otherwise affect the meaning hereof.

         (h)  Severability.  In the event that any one or more of the provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.

         (i) Entire Agreement. This Agreement (and all exhibits and/or schedules
attached  hereto) is  intended  by the  parties as a final  expression  of their
agreement and intended to be a complete and exclusive statement of the agreement
and  understanding  of the  parties  hereto in  respect  of the  subject  matter
contained   herein.   There  are  no  restrictions,   promises,   warranties  or
undertakings,  other than those set forth or referred to herein with  respect to
the  registration  rights  granted by the Company with respect to the securities
now or hereafter owned by the Holders.

         (j) Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof or thereof is validly
asserted as a defense,  the successful  party shall be entitled to recover,  and
the court shall award,  reasonable  attorneys' fees in addition to its costs and
expenses and any other available remedy.
<PAGE>

         (k) Jurisdiction; Service of Process; Waiver of Jury Trial. The parties
hereby submit to the exclusive  jurisdiction  of the federal and state courts in
Minneapolis,   Minnesota  for  all  purposes  of  or  in  connection  with  this
Registration  Rights  Agreement.  The parties  hereby  consent to process  being
served in any suit,  action or proceeding of the nature referred to above (i) by
the mailing of a copy thereof by registered or certified mail,  postage prepaid,
return  receipt  requested,  to its address shown below its signature  hereto or
(ii) by serving a copy thereof upon any party's  authorized agent for service of
process (to the extent  permitted  by  applicable  law,  regardless  whether the
appointment  of such agent for service of process for any reason  shall prove to
be  ineffective or such agent for service of process shall accept or acknowledge
such  service);  provided  that, to the extent lawful and  practicable,  written
notice  of said  service  upon said  agent  shall be  mailed  by  registered  or
certified mail, postage prepaid,  return receipt  requested,  to either party at
its  address  shown below its  signature  hereto.  The  parties  agree that such
service,  to the fullest  extent  permitted by law, (1) shall be deemed in every
respect  effective  service  of  process  upon it in any such  suit,  action  or
proceeding and (2) shall be taken and held to be valid personal service upon and
personal  delivery to it.  Nothing  herein shall affect either  party's right to
serve process in any other manner permitted by law.

         IN  WITNESS  WHEREOF,  this  Agreement  has been duly  executed  by the
parties as of the date first above written.

                  THE COMPANY:

                  IVI PUBLISHING, INC., a Minnesota corporation

                  By:
                           Title:


                  THE HOLDER(S):

                  AT&T CORP., a New York corporation

                  By:
                           Title:

                  Address:

                  400 Interpace Parkway
                  Parsippany, New Jersey 07054
                  Attention: Sanford Tannenbaum
                  Facsimile No. (201) 331-4615


<PAGE>



                                                                    Exhibit 11

                                                                   Page 1 of 1



                                   Exhibit 11

                        Provider's Advertising Standards



The initial version of the Provider's Advertising Guidelines shall be formulated
by  Provider  with  the  concurrence  of AT&T  which  concurrence  shall  not be
unreasonably withheld.



<PAGE>

                                                        

                                                                    Exhibit 12
                                                                   Page 1 of 2
                                   EXHIBIT 12

                            Exceptions to Exclusivity

         The following items are exceptions to (i) the exclusive  rights granted
by Provider to AT&T under the Agreement,  and (ii)  Provider's  non-solicitation
obligations pursuant to Section L:

         1. The rights  reserved to Mayo  Foundation  for Medical  Education and
Research  ("Mayo  Foundation")  pursuant to the Electronic  Publishing  License,
Development and Marketing  Agreement,  dated as of April 28, 1993,  between Mayo
Foundation and Provider, a copy of which has previously been delivered to AT&T.

         2. The rights reserved to Mayo Foundation pursuant to the 1994 License,
Development and Marketing Agreement between Mayo Foundation and Provider, a copy
of which has previously been delivered to AT&T.

         3. Provider's  rights with respect to Provider  Trademarks  licensed to
Provider by Provider Brands are non-exclusive.

         4. The  agreements  of Provider  and  America's  Health  Network,  Inc.
(together  with its successors  and assigns,  ("AHN")  pursuant to the Agreement
between AHN and  Provider,  dated May 25, 1995,  a copy of which has  previously
been delivered to AT&T.

         5. All non-consumer  on-line and/or  interactive  products and services
regardless of the medium or mechanism utilized, whether known or hereafter known
or hereafter devised, developed, designed, established,  distributed,  produced,
sold or marketed by Provider  alone or together  with any person or entity which
are offered to focused  communities  of special  interest  subscribers/customers
(i.e.,  not  offered to the  general  public) and which shall not compete to any
material  respect with Health and Wellness  Service (a "Private Label Service"),
including, without limitation:

                  (a) on-line and/or  interactive  content to be used by members
         of a managed care organization, clinics and employers; and

                  (b)  on-line   and/or   interactive   work-for-hire   projects
         undertaken for clients of Provider which work-for-hire will not be made
         available by Provider or on Provider's behalf to the general public.

         6. On-line and/or  interactive  networked  kiosks (or similar  delivery
systems)  that  feature  portions  or  segments  of  Content  which  may only be
available  (i) to employees in private work places free of charge or (ii) to the
general  public free of charge,  provided  that such kiosks shall not compete to
any material respect with the Health and Wellness Service.

         7. Provider's CD-ROM and other interactive products.


<PAGE>


                                   Exhibit 13

                             Distribution Agreement


                                       *