IVI PUBLISHING, INC.

                       NONQUALIFIED STOCK OPTION AGREEMENT


         THIS AGREEMENT,  made effective as of this 11th day of December,  1997,
by and between IVI PUBLISHING,  INC., a Minnesota  corporation  (the "Company"),
and ROBERT N. GOODMAN ("Optionee").

                              W I T N E S S E T H:

         WHEREAS,  Optionee on the date hereof is a key employee of the Company;
and

         WHEREAS, as an inducement for the Optionee to become an employee of the
Company,  the Company wishes to grant a nonqualified stock option to Optionee to
purchase shares of the Company's  Common Stock,  which option is granted outside
of any of the Company's current stock option plans; and

         WHEREAS,  the Board has authorized  the grant of a  nonqualified  stock
option to Optionee and has  determined  that, as of the  effective  date of this
Agreement,  the fair market  value of the  Company's  Common  Stock is $2.50 per
share;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

         1. Grant of Option.  The Company  hereby grants to Optionee on the date
set forth above (the "Date of Grant"),  the right and option (the  "Option")  to
purchase  all or  portions  of an  aggregate  of  four  hundred  fifty  thousand
(450,000)  shares of Common Stock at a per share price of $2.50 on the terms and
conditions  set forth  herein,  subject to  adjustment  pursuant to  Paragraph 4
below.  This Option is not intended to be an incentive  stock option  within the
meaning  of  Section  422,  or any  successor  provision,  of the Code,  and the
regulations thereunder.

         2.       Duration and Exercisability.

                  a. Term and  Vesting  Schedule.  The term  during  which  this
Option  may be  exercised  shall  terminate  on  December  10,  2007,  except as
otherwise provided in Paragraphs 2(c) through 2(f) below. This Option shall vest
and become exercisable according to the following schedule:

               37,500 shares on November 10, 1998

               3,125  shares on the tenth day of each  month from  December  10,
1998 through November 10, 2001

               300,000 shares on November 10, 2002 (subject to  acceleration  as
outlined in Paragraph  2(b) below) Once the Option  becomes  exercisable  to the
extent of one hundred percent (100%) of the aggregate number of shares specified
in  Paragraph 1,  Optionee may continue to exercise  this Option under the terms
and conditions of this Agreement until the termination of the Option as provided
herein.  If Optionee  does not purchase upon an exercise of this Option the full
number of shares  which  Optionee is then  entitled to  purchase,  Optionee  may
purchase upon any subsequent  exercise prior to this Option's  termination  such
previously  unpurchased  shares  in  addition  to those  Optionee  is  otherwise
entitled to purchase.

                  b. Acceleration of  Exercisability.  The exercisability of the
300,000  shares  which  become   exercisable  on  November  10,  2002  shall  be
accelerated as to:


<PAGE>

                  (i) 25,000 shares upon the occurrence of each of the following
         events:

                    o      Closing price of the Company's  Common Stock is $5.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's  Common Stock is $6.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's  Common Stock is $7.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's  Common Stock is $8.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's  Common Stock is $9.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's Common Stock is $10.00
                           per share or more for forty (40) consecutive  trading
                           days;

                  (ii)  30,000  shares  upon  the  occurrence  of  each  of  the
         following events:

                    o      Closing price of the Company's Common Stock is $11.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's Common Stock is $12.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's Common Stock is $13.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's Common Stock is $14.00
                           per share or more for forty (40) consecutive  trading
                           days;

                    o      Closing price of the Company's Common Stock is $15.00
                           per share or more for forty (40) consecutive  trading
                           days;

                  c.  Termination  of Employment  (other than Change of Control,
Disability  or  Death).  If  Optionee's  employment  with  the  Company  or  any
Subsidiary  is  terminated  for any reason  other  than  because of a "change of
control  transaction" as described in Paragraph 4 below or because of disability
or death, this Option shall completely terminate on the earlier of (i) the close
of  business  on  the  three-month  anniversary  date  of  such  termination  of
employment,  and (ii) the  expiration  date of this Option stated in Paragraph 2
above.


<PAGE>

         In such period following the termination of Optionee's employment, this
Option shall be exercisable only to the extent the Option was exercisable on the
vesting date  immediately  preceding such  termination of employment but had not
previously  been exercised.  To the extent this Option was not exercisable  upon
such  termination  of  employment  or if Optionee  does not  exercise the Option
within the time specified in this  Paragraph  2(c), all rights of Optionee under
this Option shall be forfeited.

                  d.  Change  of  Control.  If  Optionee's  employment  with the
Company  or any  Subsidiary  is  terminated  because  of a  "change  of  control
transaction (as set forth in Paragraph 4 below)",  this Option shall  completely
terminate  on the  earlier  of (i) the  close  of  business  on the  three-month
anniversary  date of such termination of employment and (ii) the expiration date
of this Option stated in Paragraph 2(a) above;  provided,  however,  that if (a)
such transaction is treated as a "pooling of interests" under generally accepted
accounting  principles  and (b)  Optionee  is an  "affiliate"  of the Company or
Subsidiary under applicable legal and accounting  principles,  this Option shall
completely  terminate  on  the  later  of  (A)  the  close  of  business  on the
three-month  anniversary date of such termination of employment or (B) the close
of  business  on the  date  that is  sixty  (60)  days  after  the date on which
affiliates  are no longer  restricted  from selling,  transferring  or otherwise
disposing of the shares of stock received in the change of control transaction.

         In such period following the termination of Optionee's  employment upon
a change of control  transaction,  this Option shall be fully exercisable unless
the  acceleration  of the  exercisability  of this Option has been  prevented as
provided in Paragraph 4 below,  in which case,  this Option shall be exercisable
only to the extent the Option was  exercisable  on the vesting date  immediately
preceding such termination of employment, but had not previously been exercised.
To the  extent  this  Option  was  not  exercisable  upon  such  termination  of
employment or if Optionee does not exercise the Option within the time specified
in this  Paragraph  2(d),  all rights of  Optionee  under this  Option  shall be
forfeited.

                  e.  Disability.  If  Optionee  ceases to be an employee of the
Company or any  Subsidiary  due to  disability  (as such term is defined in Code
Section  22(e)(3),  or any successor  provision),  this Option shall  completely
terminate  on the  earlier  of (i) the  close of  business  on the  twelve-month
anniversary date of such termination of employment, and (ii) the expiration date
under this Option stated in Paragraph 2(a) above. In such period  following such
termination of employment,  this Option shall be exercisable  only to the extent
the Option was exercisable on the vesting date immediately preceding the date of
Optionee's  termination of employment.  If Optionee does not exercise the Option
within the time specified in this  Paragraph  2(e), all rights of Optionee under
this Option shall be forfeited.

                  f. Death. In the event of Optionee's  death, this Option shall
terminate  on the  earlier  of (i) the  close of  business  on the  twelve-month
anniversary  date of the date of Optionee's  death, and (ii) the expiration date
of this  Option  stated  in  Paragraph  2(a)  above.  In such  period  following
Optionee's  death,  this Option shall be exercisable by the person or persons to
whom Optionee's rights under this Option shall have passed by Optionee's will or
by the laws of  descent  and  distribution  only to the  extent  the  Option was
exercisable  on the vesting date  immediately  preceding  the date of Optionee's
death.  If such person or persons do not  exercise  this Option  within the time
specified  in this  Paragraph  2(f),  all  rights  under  this  Option  shall be
forfeited.


<PAGE>

         3.        Manner of Exercise.

                  a. General.  The Option may be exercised  only by Optionee (or
other  proper  party  in the  event of death  or  incapacity),  subject  to such
administrative  rules as the  Administrator  may deem  advisable,  by delivering
within the Option Period the attached form or such other form  acceptable by the
Administrator  ("Exercise  Notice") to the Company at its principal office.  The
Exercise Notice shall state the number of shares as to which the Option is being
exercised  and shall be  accompanied  by payment in full of the Option price for
all shares designated in the notice.  The exercise of the Option shall be deemed
effective  upon  receipt of such  notice by the Company  and upon  payment  that
complies  with the terms of this  Agreement.  The Option may be  exercised  with
respect to any number or all of the shares as to which it can then be  exercised
and, if partially  exercised,  may be so exercised as to the unexercised  shares
any number of times during the Option period as provided herein.

                  b. Form of  Payment.  Payment of the Option  price by Optionee
shall be in the form of cash,  personal  check,  certified  check or  previously
acquired shares of Common Stock of the Company, or any combination  thereof. Any
stock so  tendered  as part of such  payment  shall be valued at its Fair Market
Value (as  defined  in  Paragraph  5(c)  below) on the date of  exercise  of the
Option.  For purposes of this Agreement,  "previously  acquired shares of Common
Stock" shall  include  shares of Common Stock that are already owned by Optionee
at the time of exercise.

                  c. Stock Transfer  Records.  As soon as practicable  after the
effective exercise of all or any part of the Option,  Optionee shall be recorded
on the stock transfer books of the Company as the owner of the shares purchased,
and the  Company  shall  deliver  to  Optionee  one or more  duly  issued  stock
certificates evidencing such ownership. All requisite original issue or transfer
documentary stamp taxes shall be paid by the Company.

         4.  Recapitalization,  Sale,  Merger,  Exchange or Liquidation.  In the
event of an  increase  or  decrease  in the  number of  shares  of Common  Stock
resulting  from a  subdivision  or  consolidation  of shares or the payment of a
stock  dividend  or any other  increase  or  decrease in the number of shares of
Common Stock  effected  without  receipt of  consideration  by the Company,  the
number  of  shares  of  Option  Stock  covered  by this  Option,  to the  extent
outstanding  and the price per share  thereof  shall be adjusted by the Board to
reflect such change.  Additional  shares which may be credited  pursuant to such
adjustment  shall be subject to the same  restrictions  as are applicable to the
shares with respect to which the adjustment relates. In the event of:

         (i)      an acquisition  of the Company by a corporation,  partnership,
                  trust or other entity not  controlled  by the Company  through
                  (A) the sale of substantially  all of the Company's assets and
                  the consequent discontinuance of its business or (B) through a
                  merger,     consolidation,      exchange,      reorganization,
                  reclassification,   extraordinary  dividend,   divestiture  or
                  liquidation   of  the   Company,   other   than  a  merger  or
                  consolidation  which would result in the voting  securities of
                  the Company  outstanding  immediately prior thereto continuing
                  to  represent  (either by  remaining  outstanding  or by being
                  converted into voting  securities of the surviving  entity) at
                  least  80%  of  the  combined   voting  power  of  the  voting
                  securities of the Company or such surviving entity outstanding
                  immediately  after such merger or consolidation  (collectively
                  referred to as a "transaction"), or


<PAGE>

         (ii)     a change of control such that (A) any individual, partnership,
                  trust or other entity becomes after the effective date of this
                  Option the "beneficial  owner" (as defined in Rule 13d-3 under
                  the Exchange Act),  directly or indirectly,  of 35% or more of
                  the  combined  voting  power  of  the  Company's   outstanding
                  securities ordinarily having the right to vote at elections of
                  directors of the Company,  or (B)  individuals  who constitute
                  the Board of Directors of the Company on the effective date of
                  this  Option  cease for any  reason to  constitute  at least a
                  majority thereof, provided that any person becoming a director
                  subsequent  to  the  effective   date  of  this  Option  whose
                  election,   or  nomination   for  election  by  the  Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors comprising the Board of Directors of the Company
                  on the  effective  date of this  Option  (either by a specific
                  vote or by approval of the proxy  statement  of the Company in
                  which such person is named as a nominee for director,  without
                  objection to such  nomination)  shall be, for purposes of this
                  clause (B)  considered  as though such person were a member of
                  the Board of Directors of the Company on the effective date of
                  this Option ((A) and (B)  collectively  with the  transactions
                  described  in (i) above  referred  to as  "change  of  control
                  transactions"),

this Option shall become immediately exercisable, whether or not such Option had
become  exercisable  prior  to the  change  of  control  transaction;  provided,
however, that if the acquiring party seeks to have the transaction accounted for
on a  "pooling  of  interests"  basis  and,  in the  opinion  of  the  Company's
independent  certified public  accountants,  accelerating the  exercisability of
this Option  would  preclude a pooling of  interests  under  generally  accepted
accounting  principles,  the exercisability of this Option shall not accelerate.
In  addition  to the  foregoing,  in the  event  of  such a  change  of  control
transaction, the Board may provide for one or more of the following:

         (a)  the  complete  cancellation  of  this  Option  to the  extent  not
         exercised prior to a date specified by the Board (which date shall give
         Optionee a  reasonable  period of time in which to exercise  the Option
         prior to the effectiveness of such change of control transaction);

         (b) the Optionee  holding this Option  shall  receive,  with respect to
         each share of Option Stock subject to this Option,  as of the effective
         date of any such change of control transaction, cash in an amount equal
         to the excess of the Fair Market Value of such Option Stock on the date
         immediately  preceding  the  effective  date of such  change of control
         transaction  over the Option price per share of this  Option;  provided
         that the Board may,  in lieu of such cash  payment,  distribute  to the
         Optionee  shares  of stock of the  Company  or  shares  of stock of any
         corporation  succeeding the Company by reason of such change of control
         transaction,  such  shares  having a value  equal  to the cash  payment
         herein; or

         (c) provide to the Optionee the right to exercise  this Option as to an
         equivalent number of shares of stock of the corporation  succeeding the
         Company by reason of such transaction.

The Board may restrict the rights of or the applicability of this Paragraph 4 to
the extent necessary to comply with Section 16(b) of the Securities Exchange Act
of 1934,  the Internal  Revenue Code or any other  applicable law or regulation.
The  right or  power  of the  Company  to make  adjustments,  reclassifications,
reorganizations  or changes of its  capital or business  structure  or to merge,
exchange or consolidate or to dissolve,  liquidate,  sell or transfer all or any
part of its business or assets shall not be limited in any way.


<PAGE>

         5.       Miscellaneous.

                  a. Employment; Rights as Shareholder. This Agreement shall not
confer on Optionee any right with respect to  continuance  of  employment by the
Company or any of its  Subsidiaries,  nor will it  interfere in any way with the
right of the Company to terminate such employment. Optionee shall have no rights
as a shareholder with respect to shares subject to this Option until such shares
have been issued to Optionee upon exercise of this Option.  No adjustment  shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other  property),  distributions  or other  rights for which the record  date is
prior to the date such  shares are issued,  except as  provided  in  Paragraph 4
above.

                  b. Securities Law Compliance. The exercise of all or any parts
of this Option  shall only be  effective  at such time as counsel to the Company
shall have determined that the issuance and delivery of Common Stock pursuant to
such  exercise  will not violate any state or federal  securities or other laws.
Optionee may be required by the Company,  as a condition of the effectiveness of
any  exercise of this  Option,  to agree in writing  that all Common Stock to be
acquired  pursuant  to such  exercise  shall be held,  until such time that such
Common  Stock is  registered  and freely  tradable  under  applicable  state and
federal  securities  laws,  for  Optionee's  own  account  without a view to any
further distribution  thereof,  that the certificates for such shares shall bear
an  appropriate  legend  to  that  effect  and  that  such  shares  will  not be
transferred  or  disposed  of except in  compliance  with  applicable  state and
federal securities laws.

                  c. Fair Market  Value.  "Fair Market  Value" shall mean (i) if
the Company's  Common Stock is reported by the Nasdaq  National Market or Nasdaq
SmallCap  Market or is listed upon an  established  stock exchange or exchanges,
the reported closing price of such stock by the Nasdaq National Market or Nasdaq
SmallCap  Market or on such stock exchange or exchanges on a certain date or, if
no sale of such stock shall have  occurred on such date,  on the next  preceding
day on which there was a sale of stock; (ii) if such stock is not so reported by
the  Nasdaq  National  Market  or  Nasdaq  SmallCap  Market  or  listed  upon an
established stock exchange,  the average of the closing "bid" and "asked" prices
quoted by the  National  Quotation  Bureau,  Inc. (or any  comparable  reporting
service) on such date,  or if there are no quoted  "bid" and  "asked"  prices on
such date, on the next preceding date for which there are such quotes;  or (iii)
if such stock is not  publicly  traded as of such date,  the per share  value as
determined by the Board,  or the Committee,  in its sole  discretion by applying
principles of valuation with respect to all such stock.

                  d.  Withholding  Taxes.  In order to  permit  the  Company  to
receive a tax  deduction in  connection  with the  exercise of this Option,  the
Optionee agrees that as a condition to any exercise of this Option, the Optionee
will also pay to the Company,  or make arrangements  satisfactory to the Company
or make  arrangements  satisfactory  to the  Company  regarding  payment of, any
federal,  state local or other taxes required by law to be withheld with respect
to the Option's exercise.

                  e.  Nontransferability.  During the lifetime of Optionee,  the
accrued  Option  shall be  exercisable  only by  Optionee  or by the  Optionee's
guardian  or  other  legal  representative,  and  shall  not  be  assignable  or
transferable by Optionee, in whole or in part, other than by will or by the laws
of descent and distribution.


<PAGE>

                  f. Lockup Period Limitation. Optionee agrees that in the event
the Company advises  Optionee that it plans an  underwritten  public offering of
its Common Stock in compliance with the Securities Act of 1933, as amended,  and
that  the  underwriter(s)  seek  to  impose  restrictions  under  which  certain
shareholders  may not sell or  contract  to sell or grant  any  option to buy or
otherwise  dispose  of  part  or all  of  their  stock  purchase  rights  of the
underlying Common Stock,  Optionee hereby agrees that for a period not to exceed
180 days from the date of the prospectus,  Optionee will not sell or contract to
sell or grant an option to buy or otherwise dispose of this Option or any of the
underlying  shares of Common  Stock  without  the prior  written  consent of the
underwriter(s) or its representative(s).

                  g.  Blue  Sky  Limitation.  Notwithstanding  anything  in this
Agreement to the contrary, in the event the Company makes any public offering of
its  securities and  determines in its sole  discretion  that it is necessary to
reduce the  number of issued  but  unexercised  stock  purchase  rights so as to
comply  with any  state  securities  or Blue Sky law  limitations  with  respect
thereto,  the Board of  Directors  of the  Company  shall  have the right (i) to
accelerate the  exercisability  of this Option and the date on which this Option
must be  exercised,  provided  that the  Company  gives  Optionee 15 days' prior
written  notice of such  acceleration,  and (ii) to cancel  any  portion of this
Option which is not  exercised  prior to or  contemporaneously  with such public
offering.  Notice  shall be  deemed  given  when  delivered  personally  or when
deposited in the United States mail,  first class postage  prepaid and addressed
to Optionee at the address of Optionee on file with the Company.

                  h. Accounting Compliance. Optionee agrees that, in the event a
"change of control  transaction" (as defined in Paragraph 4 above) is treated as
a "pooling of interests"  under  generally  accepted  accounting  principles and
Optionee  is an  "affiliate"  of the  Company or any  Subsidiary  (as defined in
applicable  legal  and  accounting  principles)  at the time of such  change  of
control  transaction,  Optionee will comply with all requirements of Rule 145 of
the Securities Act of 1933, as amended, and the requirements of such other legal
or accounting  principles,  and will execute any  documents  necessary to ensure
such compliance.

                  i.  Stock  Legend.  If  applicable,  the  Company  may  put an
appropriate  legend on the certificates for any shares of Common Stock purchased
by Optionee  (or, in the case of death,  Optionee's  successors)  to reflect the
restrictions of Paragraphs 5(b), 5(f), 5(g) and 5(h) of this Agreement.

                  j. Scope of Agreement.  This Agreement shall bind and inure to
the benefit of the Company and its  successors  and assigns and Optionee and any
successor or successors of Optionee permitted by Paragraph 5(e) above.


<PAGE>

                  k. Arbitration. Any dispute arising out of or relating to this
Agreement  or the  alleged  breach  of it,  or the  making  of  this  Agreement,
including  claims of fraud in the  inducement,  shall be  discussed  between the
disputing parties in a good faith effort to arrive at a mutual settlement of any
such controversy.  If,  notwithstanding,  such dispute cannot be resolved,  such
dispute  shall be  settled  by  binding  arbitration.  Judgment  upon the  award
rendered  by the  arbitrator  may be  entered in any court  having  jurisdiction
thereof. The arbitrator shall be a retired state or federal judge or an attorney
who has practiced  securities or business  litigation for at least ten years. If
the parties cannot agree on an arbitrator  within 20 days, any party may request
that the chief  judge of the  District  Court for  Hennepin  County,  Minnesota,
select an arbitrator.  Arbitration will be conducted  pursuant to the provisions
of  this  Agreement,  and  the  commercial  arbitration  rules  of the  American
Arbitration Association,  unless such rules are inconsistent with the provisions
of this Agreement. Limited civil discovery shall be permitted for the production
of documents and taking of  depositions.  Unresolved  discovery  disputes may be
brought to the attention of the arbitrator who may dispose of such dispute.  The
arbitrator  shall have the  authority to award any remedy or relief that a court
of this  state  could  order or  grant;  provided,  however,  that  punitive  or
exemplary  damages  shall  not be  awarded.  The  arbitrator  may  award  to the
prevailing party, if any, as determined by the arbitrator,  all of its costs and
fees,  including the arbitrator's  fees,  administrative  fees, travel expenses,
out-of-pocket  expenses and reasonable  attorneys' fees. Unless otherwise agreed
by the  parties,  the place of any  arbitration  proceedings  shall be  Hennepin
County, Minnesota.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.

                                    IVI PUBLISHING, INC.

                                    By: /s/ Charles a. Nickoloff
                                          Charles A. Nickoloff, Vice President
                                                                        COMPANY

                                      /s/ Robert N. Goodman
                                    Robert N. Goodman
                                                                       OPTIONEE


<PAGE>


                              OPTION EXERCISE FORM

To:  IVI Publishing, Inc.

         I hereby  exercise stock options  granted to purchase  shares of Common
Stock of IVI Publishing, Inc. (the "Company") as follows:

   Date of        Options              Exercise                Number of
    Grant         Awarded                Price              Shares Exercised



         As payment for the exercise of the above  listed stock  options and for
the amount of federal,  state and local tax which the Company is required by law
or believes  appropriate  to withhold  and the cost of any  applicable  state or
federal documentary tax stamps, I am enclosing and elect the following method of
payment (check appropriate box):

[ ]  Check (cashier's, certified or personal) in the amount of $________________

[ ]  Shares of the Company's  Common Stock which have been held by
     me for at least six months and which are  valued at fair  market  value
     listed below.

Certificate No.   Acquisition Date   Number of Shares       Fair Market Value



NOTE:  All shares of Common Stock must be properly  assigned to IVI  Publishing,
Inc.

[ ]  Irrevocable  instructions,  a copy of which is attached hereto
     and is  subject  to the  Company's  approval,  to my broker who must be
     acceptable  to  you  to  promptly  deliver  to the  Company  an  amount
     sufficient  to pay such  amounts  from either (i) the  proceeds of sale
     through the broker of a  sufficient  number of shares  purchased  by me
     upon  exercise  of the  Option  as set  forth  above  or (ii)  the loan
     proceeds  from  borrowings  by me from the  broker,  and the Company is
     hereby  instructed to issue and deliver the shares purchased by me upon
     exercise of the option as set forth  above  directly to and in the name
     of the broker.

         Unless the third  payment  option above is selected,  in which case the
shares will be issued and  delivered  as  described  therein,  please have _____
certificates  issued in blocks of ________ shares per certificate  registered as
follows:

                  Name

                  Mailing Address



                  Social Security Number

                                                     Very truly yours,


                                                     Signature of Optionee


                                                     Printed Name of Optionee