SETTLEMENT AGREEMENT AND MUTUAL RELEASE


         This Settlement  Agreement and Mutual Release  ("Agreement") is entered
into as of September 12, 1997 ("Agreement Date") between IVI PUBLISHING, INC., a
Minnesota corporation,  for itself and its subsidiaries,  affiliates and related
entities,  and  all  successors  and  assigns  and  their  respective  officers,
directors,  shareholders,  employees and agents  (collectively,  "IVI"), and the
MAYO  FOUNDATION  FOR MEDICAL  EDUCATION  AND RESEARCH,  a Minnesota  non-profit
foundation,  for itself and its  subsidiaries,  affiliates and related entities,
including, without limitation, Mayo Medical Ventures ("MMV"), and all successors
and assigns  and their  respective  officers,  directors,  employees  and agents
(collectively, "Mayo").

                                    RECITALS

         A. IVI and Mayo  are  parties  to the  Electronic  Publishing  License,
Development and Marketing  Agreement dated April 28, 1993 ("1993 Agreement") and
the 1994 License,  Development and Marketing  Agreement dated September 27, 1994
("1994 Agreement").

         B. Various disagreements have arisen between IVI and Mayo, particularly
regarding  their  respective  rights and duties  under the 1994  Agreement  with
respect to the O@sis website  ("O@sis  Site," as more fully defined  below) that
has been jointly developed by IVI and Mayo.

         C. The parties have had extensive  settlement  discussions over several
months in which each of Mayo and IVI has been  represented by independent  legal
counsel.  As a result of those discussions,  the parties have concluded it is in
their  respective  best interests to settle and compromise all known and unknown
claims  related to or arising  out of such  disagreements,  as set forth in this
Agreement.

         D. Subject to the terms hereof, it is the intention of the parties that
IVI deliver to Mayo (by license, sublicense or transfer of ownership) all of its
rights in the O@sis Site (other than with  respect to the Third Party  Software)
such that Mayo will be able to operate  the O@sis Site in the same  manner as it
is operated by IVI as of the Agreement Date, provided,  however,  that IVI shall
continue to own and be free to exploit all IVI  Copyrights,  IVI  Technology and
Source Code and any other intellectual property rights of IVI to the extent that
title to such rights has not been  completely  transferred  and assigned to Mayo
hereunder.

         E. All  capitalized  terms not otherwise  defined herein shall have the
meanings ascribed to them in the 1994 Agreement.



<PAGE>


                                   AGREEMENTS

1.       DEFINITIONS.

         As used herein,  the following  terms shall have the meanings set forth
below:

         (a) "Audiovisual Rights" means the IVI Copyrights for the data, images,
         sounds, text, graphics,  audiovisuals,  animations, music, photographs,
         motion  pictures,  files,  data  or  materials  of the  O@sis  Site  as
         perceived,  seen or heard by an end user of such website, but excluding
         the  IVI  Copyrights  for  the  underlying   software  within  the  IVI
         Technology that produces such data,  images,  sounds,  text,  graphics,
         audiovisuals,  animations, music, photographs,  motion pictures, files,
         data or materials.

         (b) "Net Revenues" means all revenues  arising out of or resulting from
         the O@sis Site or any non-O@sis  Internet-related  project, as the case
         may be, that are actually  received by Mayo from third parties  between
         the  Agreement  Date  and  December  31,  2001,  net  of  Mayo's  sales
         commissions,  discounts  or refunds  actually  paid or given,  taxes or
         duties of any kind  (exclusive of income or similar  taxes),  insurance
         and/or  freight,  to the extent each of the foregoing is reasonable and
         documented  and is actually  paid or granted to an  unaffiliated  third
         party;  provided,  however, that if Mayo holds an equity position in an
         unaffiliated  third party at the time a payment  affecting Net Revenues
         is made to such third party,  for purposes of calculating  Net Revenues
         Mayo shall only be  permitted to deduct the amount of such payment less
         the percentage of Mayo's equity ownership in such third party (e.g., if
         Mayo has a  deduction  to Net  Revenues  by virtue  of a payment  to an
         unaffiliated  third party of $100,000,  by virtue of the fact that Mayo
         owns a 5% equity share in such third  party,  Mayo will only be able to
         deduct 95% of $100,000, or $95,000, when calculating Net Revenues). Net
         Revenues  shall also exclude any revenues from Mayo  products  sales or
         medical  services but shall  include any revenues  derived from content
         accessible on or through the O@sis Site or non-O@sis  Internet  related
         project, as the case may be.

         (c) "O@sis  Content"  means all New Materials  included in or developed
         for the O@sis Site (which  includes,  without  limitation,  all medical
         knowledge  and know-how  provided by Mayo medical  personnel),  images,
         sounds and  interfaces  that an end user sees,  hears  and/or uses when
         accessing and using the O@sis Site, including,  without limitation, any
         data, images, sounds, text, graphics, audiovisuals,  animations, music,
         photographs,  motion pictures, files, data, materials, object or source
         codes  (including any HTML codes),  user  interfaces and graphical user
         interfaces, and all other information reasonably related to the access,
         operation  and/or use of the O@sis Site, such as its server access logs
         and  archive  logs,  but  excluding  the  USP  Content,  all  as of the
         Agreement Date.

<PAGE>

         (d) "O@sis Licensed  Rights" means all of IVI's  intellectual  property
         rights in and to the O@sis Technology  (including,  without limitation,
         CGI  scripts,  javascripts  and  configuration  files for  Third  Party
         Software), other than the Audiovisual Rights, as of the Agreement Date.

         (e) "O@sis  Purchased  Rights" means the Audiovisual  Rights and all of
         IVI's other  intellectual  property rights in and to the O@sis Content,
         but  excluding  all  of the  O@sis  Licensed  Rights  and  Third  Party
         Software, as of the Agreement Date.

         (f) "O@sis Site" means the O@sis website  jointly  developed by IVI and
         Mayo under the 1994  Agreement  and  operated by IVI and Mayo as of the
         Agreement Date, including any modification thereof or successor site on
         the Internet  which may  thereafter  be developed or operated by or for
         Mayo.

         (g) "O@sis Technology" means the IVI Technology (which, for purposes of
         this Agreement, includes, without limitation,  javascripts, CGI scripts
         and  configuration  files for Third  Party  Software),  IVI  Copyrights
         (except  for the  Audiovisual  Rights  therein),  Source  Code  and all
         underlying   software,   digitizations,   algorithms,   program  logic,
         interactive program structures and like technology that is used to make
         the O@sis  Content and USP Content  available to end users of the O@sis
         Site as of the Agreement Date.

         (h) "Third Party Software" means the third-party  software  licensed to
         IVI as of the Agreement Date and listed on Exhibit A attached hereto.

         (i) "USP Content" means the  pharmaceutical  database  available on the
         O@sis Site as of the  Agreement  Date that is  licensed by IVI from The
         United States Pharmacopeial Convention, Inc. ("USP").

2.       CONVEYANCE AND ASSIGNMENT OF RIGHTS.

         Subject  to the terms and  conditions  of this  Agreement,  IVI  hereby
sells, and Mayo hereby purchases, the following right, title and interest in and
to the O@sis Site as follows:

         (a)   IVI   hereby   grants   to   Mayo   a   limited,   non-exclusive,
         non-transferable  (except as expressly  provided  below in this Section
         2), perpetual,  irrevocable, paid-up and worldwide license to the O@sis
         Licensed Rights, solely for Mayo, its agents or its third party vendors
         to create, deliver, edit, manipulate,  configure,  test and publish the
         O@sis Content or  modifications  thereof for Mayo on the O@sis Site and
         or any other  Internet  site which is majority  owned or  controlled by
         Mayo;


         (b) IVI hereby  assigns and  transfers to Mayo all the O@sis  Purchased
         Rights; and
<PAGE>

         (c) pursuant to the terms of Section 6(g) below,  IVI hereby  grants to
         Mayo the limited sublicense to the USP Content, as more fully set forth
         in Exhibit G attached hereto.

A  partial  and  illustrative  listing  of the  files,  libraries,  directories,
components and rights that constitute the O@sis Content is attached as Exhibit B
hereto.  Mayo may, in its sole discretion,  upon at least thirty (30) days prior
written notice to IVI,  assign the license to the O@sis Licensed  Rights granted
hereunder solely in connection with the transfer,  sale and/or assignment of the
O@sis  Site in its  entirety,  provided,  that Mayo  continues  to be  primarily
obligated  with  respect  to,  and  shall  pay to IVI all  O@sis  Royalties  and
Non-O@sis Royalties required hereunder with respect to such O@sis Site and other
non-O@sis  Internet-related  projects, as such terms are defined below. Further,
such  assignment  shall not  terminate  or affect in any way Mayo's (i)  license
granted hereunder to the O@sis Licensed Rights with respect to any Internet site
(other than the O@sis Site) which is majority  owned or  controlled  by Mayo, or
(ii)  obligations  to IVI hereunder or under any other  agreement then in effect
between IVI and Mayo.

3.       SETTLEMENT CONSIDERATION.

         In exchange for the transfer, license and sublicense of IVI's rights in
and to the O@sis Site pursuant to Section 2 above,  Mayo shall pay or provide to
IVI the following consideration:

         (a) Cash. Mayo shall pay IVI Two Million Seven Hundred Thousand Dollars
         ($2,700,000)   by  wire  transfer  of   immediately   available   funds
         simultaneously  with  the full  execution  of this  Agreement,  less an
         offset of Forty-Three  Thousand  Sixty-Three  Dollars ($43,063) that is
         attributable  to currently  due and payable  reimbursements  for Mayo's
         expenses for EP Versions  under the 1994  Agreement (for which Mayo has
         previously submitted its standard form invoices to IVI).

         (b)  Prepayment  of  Transition  Services  Fee.  Mayo  shall pay IVI an
         additional Three Hundred  Thousand Dollars  ($300,000) by wire transfer
         of immediately  available funds  simultaneously with the full execution
         of this  Agreement  to  prepay  the  service  fee  for  the  Transition
         Services, which service fee shall be non-refundable.

         (c) Waiver of Reimbursement and Other Payments.  Mayo hereby waives and
         releases IVI's obligation to (i) reimburse  Mayo's expenses  associated
         with the  provision  of content  and support for the O@sis Site for the
         period of January 1, 1997 through the end of the 1994  Agreement  term,
         and (ii) make any other  payments  to Mayo  under or in  respect of the
         1994 Agreement  other than (A) in connection with EP Versions that Mayo
         and IVI have  jointly  developed or may in the future  jointly  develop
         under the 1994  Agreement,  or (B) as required by that  certain  letter
         agreement  dated May 25, 1995 (the "AHN  Letter")  between IVI and Mayo
         regarding  the  Agreement  dated May 25,  1995  (the  "AHN  Agreement")
         between IVI and America's Health Network,  Inc., or (C) as IVI and Mayo
         may otherwise hereafter agree in writing.
<PAGE>

         (d)  Future  Services.  Mayo shall  invite IVI to bid on a contract  or
         contracts  for  calendar  years 1998  and/or  1999 (if,  in fact,  such
         support  contracts  are sought by Mayo) to be the external  support and
         service provider for the O@sis Site, at whatever service level, rate or
         compensation  is  deemed  by  Mayo,  in  its  discretion,  to  be  most
         beneficial  to Mayo.  If IVI  decides to submit a bid,  Mayo may reject
         such bid for any or no reason,  and IVI shall have no implied  right to
         supply future  services to Mayo or to challenge any decision Mayo makes
         as to such  future  services  to the  extent  such  services  are to be
         provided  by or on behalf  of any third  party  vendor.  The  foregoing
         notwithstanding,  Mayo's  evaluation  of any bid  made by IVI  shall be
         consistent with and governed by any bidding and bid evaluation  process
         established  or  implemented  by Mayo for all bidders with respect to a
         given contract.

         (e) O@sis Royalties.  Mayo shall pay IVI twelve percent (12%) royalties
         on all Net  Revenues  arising out of or  resulting  from the O@sis Site
         ("O@sis Royalties"). Mayo and IVI further agree as follows with respect
         to O@sis Royalties:

                  (i) for the avoidance of doubt,  proceeds from the  following,
                  without  limitation,  shall be included in Net Revenues  which
                  give rise to O@sis Royalties:  sponsorships of the O@sis Site,
                  advertising on the O@sis Site, and/or subscription revenues or
                  licensing  fees  received  for access to the O@sis  Site,  for
                  content  included on or accessed  through the O@sis Site,  for
                  publications or premium content  delivered on-line through the
                  O@sis Site, for downloading of content from the O@sis Site, or
                  for access to and use of chat rooms or bulletin  boards on the
                  O@sis Site;

                  (ii)for the avoidance of doubt,  proceeds from the  following,
                  without  limitation,  shall not be  included  in Net  Revenues
                  which give rise to O@sis Royalties:  retail or wholesale sales
                  of  tangible  items such as a printed or CD ROM edition of the
                  Mayo Family  Healthbook;  subscriptions to  Mayo-sponsored  or
                  endorsed  publications  that are delivered in printed form, CD
                  ROMs or any other  format  except  on-line  through  the O@sis
                  Site; clothing or souvenirs bearing O@sis or other Mayo logos;
                  and any tangible healthcare products or medical services; and


                  (iii) that Mayo may, in its sole  discretion,  discontinue the
                  publication or  availability of the O@sis Site, in whole or in
                  part,  at any  time,  and that  Mayo  does not  guarantee  the
                  amount,  if  any,  of  O@sis  Royalties  to  be  paid  to  IVI
                  hereunder.
<PAGE>

         (f) Non-O@sis Royalties. Mayo shall pay IVI ten percent (10%) royalties
         on all Net  Revenues  arising out of or  resulting  from any  non-O@sis
         Internet-related  projects  commenced  (as  evidenced  by  an  executed
         agreement) between the Agreement Date and December 31, 1999 ("Non-O@sis
         Royalties").  Mayo non-O@sis  Internet-related projects commenced after
         December  31,  1999  shall not be  subject  to any IVI  royalties.  For
         purposes of this  Agreement,  a  "non-O@sis  Internet-related  project"
         shall be any Internet website or other application  accessible  through
         the Internet,  other than the O@sis Site, which Mayo creates, allows or
         causes to be created, or to which Mayo licenses to publish or otherwise
         grants  access to,  Mayo or third party  content.  Mayo and IVI further
         agree as follows with respect to Non-O@sis Royalties:

                  (i)  for  the  avoidance  of  doubt,  the  following  type  of
                  proprietary  networks,  without limitation,  shall be deemed a
                  "non-O@sis Internet-related project":

                           (A) a corporate intranet that is established by or in
                           cooperation   with   Mayo  and  is   generally   only
                           accessible  to employees  and agents of a corporation
                           or other  entity (but  excluding  all  internal  Mayo
                           intranets); and

                           (B) an extranet  between two or more  corporations or
                           entities  that  permits  an  electronic  exchange  of
                           information    between   such   corporations   and/or
                           entities, such as by electronic data interchange (but
                           excluding  all  extranets  of  the  types   generally
                           described in the next  sentence  where Mayo itself is
                           the  customer  or  healthcare  provider  of the other
                           party).  An example  where Mayo  itself is a customer
                           would be Mayo's electronic purchasing and ordering of
                           hospital or medical  supplies  from a vendor,  and an
                           example of where Mayo  itself is a provider  would be
                           Mayo's    electronic    processing    of    insurance
                           reimbursement  claims  with a  self-insured  employer
                           which uses Mayo as a provider of healthcare  services
                           for its insured employees.

                  (ii) for the avoidance of doubt, Mayo's delivery of continuing
                  medical  education  ("CME") programs to medical  professionals
                  via the Internet shall be deemed a "non-O@sis Internet-related
                  project,"  provided,  however, in calculating the Net Revenues
                  from such CME  programs,  in  addition to the terms of Section
                  1(b)  above,  Mayo  shall  include,  without  limitation,  any
                  sponsorship  revenues for such program and may also deduct its
                  actual direct costs of such programs,  all as  demonstrated by
                  Mayo's books and records  kept in  accordance  with  generally
                  accepted accounting  practices  consistently  applied. For the
                  avoidance of doubt,  the following  type of costs  included on
                  Mayo's books and records, without limitation,  shall be deemed
                  actual direct costs of a CME program to the extent  consistent
                  with Mayo's general accounting practices:  wages, benefits and
                  general  administrative costs allocated to a particular doctor
                  or  employee  during the time  period  such  doctor  prepares,
                  presents,  supports or  administers  a CME program;  materials
                  used in the  preparation  of, or  distributed as part of a CME
                  program;  expenses of presenting and/or preparing a CME course
                  for presentation in any media as a non-O@sis  Internet-related
                  project.

                  (iii) for  avoidance  of  doubt,  the  following  shall not be
                  deemed  a  "non-O@sis   Internet-related  project":  any  Mayo
                  operated or  supervised  database or record of actual  private
                  patient  medical   information  that  is  accessible  only  by
                  authorized users (e.g.,  healthcare  providers and third party
                  payors),  and related patient educational  information that is
                  primarily  accessible  and  used  by  authorized  health  care
                  providers, via the Internet.

                  (iv)  that  Mayo  may,  in  its  sole  discretion,  pursue  or
                  consummate non-O@sis  Internet-related  projects,  but Mayo is
                  not  obligated  in any way to do so,  and that  Mayo  does not
                  guarantee  the amount,  if any, of  Non-O@sis  Royalties to be
                  paid to IVI hereunder.
<PAGE>

         (g) Pre-Paid  Royalties.  Due to the exclusion of certain  hardware and
         the Third  Party  Software  from the  assets  related to the O@sis Site
         being sold,  licensed or otherwise  transferred to Mayo hereunder,  the
         parties  agree  that Mayo  shall  credit  an  aggregate  of  Ninety-Six
         Thousand  Dollars  ($96,000)  against any O@sis Royalties and Non-O@sis
         Royalties otherwise due to IVI. Accordingly, Mayo shall not be required
         to begin paying any O@sis  Royalties or Non-O@sis  Royalties  otherwise
         due to IVI  hereunder  unless  and until the  aggregate  amount of such
         royalties otherwise due exceeds Ninety-Six Thousand Dollars ($96,000).

         (h) IVI Stock.  Mayo shall assign over and transfer  back to IVI,  free
         and clear of all liens and other encumbrances,  good and valid title to
         Four Hundred Ninety Thousand (490,000) shares of IVI common stock (some
         of which is currently  restricted and some of which is not  restricted)
         that was previously issued to Mayo as part of the consideration for the
         1993  Agreement  and 1994  Agreement.  Mayo  shall  deliver  the  stock
         certificates  evidencing all such shares to IVI,  properly  endorsed or
         accompanied by a duly executed instrument of transfer, on the Agreement
         Date.  Mayo  and IVI  hereby  agree  that,  upon  such  assignment  and
         transfer,  the Stock Purchase Agreements dated as of April 28, 1993 and
         September  27,  1994,  respectively,  between  Mayo and IVI are  hereby
         terminated in all respects and are of no further force and effect.

         (i) Waiver of Minimum Royalties on EP Versions.  Mayo hereby waives and
         releases  the  minimum  guaranteed  royalties  (but not actual  running
         royalties)  on the EP  Versions,  as that term is  defined  in the 1993
         Agreement, published by IVI under the 1993 Agreement.

4.       TRANSITION SERVICES

          IVI  shall  provide  to Mayo  the  transition  and  technical  support
services  ("Transition  Services")  for the O@sis Site for a period of three (3)
months from the Agreement Date, subject to the following terms and conditions:

         (a) At its sole discretion, Mayo may have third party vendors providing
         support and services with respect to the O@sis Site during the time IVI
         is also  providing  Transition  Services to Mayo, as long as such third
         party  vendors  do not  interfere  with or  unreasonably  burden  IVI's
         reasonable  performance of such Transition Services and subject to such
         vendors'  execution of appropriate  non-disclosure  agreements (in form
         and substance  reasonably  satisfactory  to IVI as provided below) with
         Mayo  to the  extent  such  vendors  may  require  access  to  any  IVI
         proprietary  information,  whether  or not  included  within  the O@sis
         Licensed  Rights.  Mayo  shall  provide  IVI with  such  non-disclosure
         agreement(s)  for  review and  approval,  which  approval  shall not be
         unreasonably  withheld.  If IVI  fails to notify  Mayo of any  required
         changes to such non-disclosure  agreement within five (5) business days
         after its receipt by IVI and its counsel listed  herein,  then it shall
         be deemed  approved by IVI.  In such  non-disclosure  agreements,  Mayo
         shall use  reasonable  best efforts to make IVI an express  third party
         beneficiary thereof to the extent that such vendors will have access to
         IVI's proprietary information.

         (b)  Such   Transition   Services   shall  be  performed  in  the  same
         professional,  diligent and timely manner and, absent written agreement
         of the  parties to the  contrary,  shall  consist of the same level and
         manner  of  technical  support,  administrative  services,  development
         efforts (including,  without limitation,  development of the O@sis Site
         in accordance with the  specifications  of Microsoft  Explorer 4.0) and
         resources (including personnel,  server hardware,  Third Party Software
         and other  software)  that IVI has  provided  during the six (6) months
         immediately prior to the Agreement Date to develop,  support,  publish,
         update and make available the O@sis Site to users via the Internet.
<PAGE>

         (c) After the Agreement  Date, once per week during the period that IVI
         is providing  Transition  Services to Mayo, IVI shall deliver to Mayo a
         complete and  accurate  object code and source code copy of all updates
         to the O@sis  Site made by or for IVI during  the prior  week,  as such
         updates  exist,  less the  Third  Party  Software.  The  parties  shall
         mutually  arrange for the delivery of each such copy to Mayo, with Mayo
         paying all shipping costs associated with such deliveries.

         (d) In addition, as part of such Transition Services, IVI shall provide
         to Mayo,  its agents and any external third party vendors for the O@sis
         Site,  if  any,  all  reasonable  technical  assistance,   support  and
         cooperation  needed in order for Mayo,  its  agents  and/or  such third
         party   vendors  to  operate,   maintain  and  update  the  O@sis  Site
         independent  of  IVI,   including,   without   limitation,   reasonable
         assistance in obtaining any licenses  needed for Third Party  Software;
         provided, however, that all such Transition Services must be consistent
         with IVI's in-house capabilities and resources as of the Agreement Date
         and  shall  not  require  IVI to incur any  additional  or  incremental
         out-of-pocket  costs with  respect  thereto or to provide  access to or
         transfer  any IVI  know-how  or trade  secrets to any such third  party
         vendor beyond that included  within the O@sis  Purchased  Rights or the
         O@sis  Licensed  Rights and only to the extent such third party  vendor
         has executed an  IVI-approved  non-disclosure  agreement as provided in
         Section 4(a) above.

         (e) IVI hereby commits to provide,  upon Mayo's written request,  up to
         another  three (3)  months of such  Transition  Services,  which may be
         purchased  by Mayo at its  option at the rate of One  Hundred  Thousand
         Dollars  ($100,000)  per  month,  payable  month by  month in  advance;
         provided,  that IVI may but shall not be  required  to provide any such
         Transition Services following the 180th day after the Agreement Date.

         (f) In  its  sole  discretion,  Mayo  may  discontinue  the  Transition
         Services at any time upon seven (7) days prior written  notice  thereof
         to IVI,  provided,  there shall be no refund of the prepaid service fee
         for such Transition  Services.  Upon the effective date of such notice,
         IVI shall  cease  publication  of the O@sis  Site and Mayo or its agent
         shall  thereafter be solely  responsible  for  publication of the O@sis
         Site  upon  its  own  server.  IVI and  Mayo  shall  render  reasonable
         cooperation  to each other to ensure a smooth  transition  of the O@sis
         Site.

         (g) As part of the Transition  Services,  IVI shall provide to Mayo the
         same level and type of service (including, without limitation, the same
         method of access to the USP  Content  by end users who access the O@sis
         Site via the  Internet)  with  respect to the USP  Content on the O@sis
         Site as of the Agreement  Date,  provided that IVI's license to the USP
         Content from USP remains in full force and effect.
<PAGE>

5.       AMENDMENT OF 1993 AND 1994 AGREEMENTS.

         (a)  Conforming  Amendments to 1993  Agreement.  The 1993  Agreement is
         hereby amended as set forth in Exhibit C attached hereto.  Except as so
         amended,  the 1993 Agreement shall  otherwise  remain in full force and
         effect.

         (b) Parties' Continued Performance Under the 1993 Agreement.  As of the
         Agreement  Date,  Mayo shall have no further  obligation to provide IVI
         with any more Source Material for publication under the 1993 Agreement,
         and neither  party  shall have any  liability  whatsoever  to the other
         party for any failure of the parties to jointly develop and publish any
         of the ten (10)  titles  described  in Exhibit  A-1 to A-10 of the 1993
         Agreement or any other title  proposed by either party  pursuant to the
         terms thereof; provided, however, that the parties agree to publish one
         or more of the ten (10) titles  described in Exhibit A-1 to A-10 of the
         1993  Agreement,  when and if IVI provides Mayo with written  notice of
         IVI's intention to publish such title or titles and reasonable evidence
         of IVI's financial ability and commitment to do so (including,  without
         limitation, delivery to Mayo of a business plan for such title(s)), all
         within the term of the 1993 Agreement.  In addition,  IVI  acknowledges
         that the  license to the Mayo  Trademarks  granted to IVI  pursuant  to
         Section  4.1 of the 1993  Agreement  shall only apply to EP Versions of
         Source  Material  already  produced  under the 1993 Agreement as of the
         Agreement Date and any other EP Versions produced thereunder, and, with
         respect  to each  such  EP  Version,  IVI's  license  to use  the  Mayo
         Trademarks  shall terminate upon expiration of the applicable  Sell-Off
         Period for each such existing EP Version. In no event shall IVI use the
         Mayo  Trademarks in any other  manner.  Unless  otherwise  specifically
         defined in this Agreement,  all capitalized  terms used in this Section
         5(b) are as defined in the 1993 Agreement.

         (c)  Conforming  Amendments to 1994  Agreement.  The 1994  Agreement is
         hereby amended as set forth in Exhibit D attached hereto.  Except as so
         amended,  the 1994 Agreement shall  otherwise  remain in full force and
         effect.

         (d)  Termination  of Certain  Rights  under 1994  Agreement.  As of the
         Agreement  Date,  all  licenses  granted  by Mayo to IVI for the Source
         Material and New  Materials  (other than Short Clips  included  therein
         which exist as of the  Agreement  Date) under the 1994  Agreement  that
         constitute  part of the O@sis Purchased  Rights are hereby  terminated,
         provided that IVI shall  continue to have such  licenses  granted under
         the 1994 Agreement only to the extent  reasonably  necessary for IVI to
         continue to publish and distribute any EP Version jointly  developed by
         the parties under the 1994  Agreement as of the  Agreement  Date hereof
         and to perform the Transition  Services  hereunder  until such services
         are terminated.  Furthermore,  all licenses  granted by either party to
         the other party under the 1994 Agreement to use the Mayo  Trademarks or
         the IVI Trademarks, as may be the case, are hereby terminated except as
         expressly  permitted by the licenses  granted in Section 4.1 or Section
         4.2 of the 1994 Agreement, as applicable,  in connection with each such
         EP Version published and/or distributed by IVI.
<PAGE>

         (e) Parties'  Continued  Performance  Under the 1994 Agreement.  All EP
         Versions  published  prior to the Agreement  Date,  but pursuant to the
         terms of the 1994 Agreement,  shall be governed by the amended terms of
         the 1994 Agreement as stated  herein.  As of the Agreement  Date,  Mayo
         shall have no further  obligation  to provide  IVI with any more Source
         Material for  publication  of any additional EP Versions under the 1994
         Agreement,  except as required for the Short Clips described in Section
         6(a) below or as the parties may  otherwise  agree,  and neither  party
         shall have any liability  whatsoever to the other party for any failure
         of the  parties  to jointly  develop  and  publish  any of the five (5)
         titles  described in Exhibit D of the 1994 Agreement or any other Title
         proposed  by either  party  pursuant  to the terms  thereof;  provided,
         however,  that the parties agree to publish one or more of the five (5)
         Titles  described in Exhibit D of the 1994  Agreement,  when and if IVI
         provides  Mayo with written  notice of IVI's  intention to publish such
         title or titles and reasonable  evidence of IVI's financial ability and
         commitment to do so (including, without limitation, delivery to Mayo of
         a  business  plan for such  title(s)),  all within the term of the 1994
         Agreement.

6.       OTHER OBLIGATIONS OF THE PARTIES.

         The  parties   shall  also  fulfill  the  following   obligations,   as
applicable:

         (a) AHN Letter;  Short Clips.  From and after the Agreement  Date,  IVI
         shall remain obligated to reimburse Mayo,  pursuant to the terms of the
         1994  Agreement,  for Mayo's  expenses  incurred as a result of the AHN
         Letter,  and Mayo shall continue to provide  Source  Material to IVI to
         produce  Short  Clips  pursuant  to the terms of the AHN  Letter and as
         otherwise  agreed by the parties.  All Short Clips shall be governed by
         the terms of the 1994 Agreement as amended herein,  provided,  however,
         notwithstanding  the exclusive  license for  electronic  publication of
         such Short Clips granted to IVI under such 1994 Agreement  prior to its
         amendment  hereunder,  Mayo may, at its discretion,  from and after the
         Agreement  Date, also use and publish all such Short Clips, in whole or
         in  part,  as  content  on  the  O@sis  Site  or  any  other  non-O@sis
         Internet-related project for which Non-O@sis Royalties would be payable
         to IVI,  subject to the  restrictions  on  distribution of the Licensor
         Materials (as defined therein) imposed by that certain letter agreement
         dated June 8, 1995 between Mayo and AHN.  IVI shall  provide  copies of
         all Short Clips to Mayo within  fifteen  (15)  business  days after IVI
         receipt of Mayo's written reasonable request therefor.
<PAGE>

         (b) Other  Existing  Agreements.  Notwithstanding  Section  3(e) or (f)
         above,  (i) Mayo  shall not be  required  to pay any  O@sis  Royalties,
         Non-O@sis  Royalties or any other amounts whatsoever to IVI as a result
         of the  letter  agreement  between  Mayo  and  American  Home  Products
         Corporation  dated  April 3, 1996,  and the Website  License  Agreement
         between  Mayo  and  AHP  dated  January  1,  1997  (collectively,  "AHP
         Agreements");  (ii) any  amounts  received  by Mayo as a result  of the
         Content License  Agreement  between Mayo and Disney Online dated August
         22, 1997 shall be treated as  Non-O@sis  Royalties  hereunder  ("Disney
         Agreement");  (iii) the  License  Agreement  dated April 24,  1991,  as
         amended (the "1991  Agreement"),  by and among William Morrow  Company,
         Mayo and IVI shall remain in full force and effect in  accordance  with
         its terms;  and (iv) as of the  Agreement  Date,  Mayo shall assume all
         obligations  to make any and all  payments  due or past due under  that
         certain  agreement  dated  December 2, 1996, by and among Mayo, IVI and
         Infomed Services Ltd.

         (c) Escrow  Requirements.  Within  thirty (30) days after the Agreement
         Date,  the parties shall execute an escrow  agreement,  similar in form
         and substance to the escrow agreement  executed in conjunction with the
         1993  Agreement and 1994  Agreement and with the same escrow agent,  so
         that all materials related to the Mayo Clinic Family Healthbook CD ROM,
         and all future versions thereof  published by IVI, will be deposited in
         escrow by IVI on a regular  basis.  Mayo shall pay all  expenses of the
         escrow  agent  related to the  establishment  and  maintenance  of such
         escrow.

         (d) Prohibited Uses of Names,  URLs and Trademarks.  From and after the
         Agreement  Date, IVI shall not use, nor cause or permit any third party
         to use in any manner, whether directly or indirectly,  the name "O@sis"
         or any similar  name,  the URL  "www.mayo.ivi.com"  and all  extensions
         thereof (i.e.,  "www.mayo.ivi.com/mayo/common/htm/index.  htm"), all of
         which are hereby  released and assigned by IVI to Mayo.  Mayo shall not
         use, nor cause or permit any third party to use in any manner,  whether
         directly or  indirectly,  the name  "OnHealth" or any similar name, the
         name    "Healthnet"    or   any    similar    name,    or   the    URLs
         "www.healthnet.ivi.com",  "onhealth.com" and "www.onhealth.com" and all
         extensions  of the  foregoing,  all of which are  hereby  released  and
         assigned by Mayo to IVI.  The  foregoing  prohibition,  assignment  and
         release includes, without limitation,  using or registering for use any
         tradename,  trademark, service mark, domain name, product name, service
         name or moniker,  anywhere in the world.  Mayo  acknowledges and agrees
         that IVI owns the "ivi.com" domain name, subject to Mayo's right to use
         the URL "www.mayo.ivi.com".
<PAGE>

         (e)  Redirected  Access.  Upon Mayo's  written  request and, if no such
         request is made, upon the effective date of the termination  notice for
         the Transition  Services,  IVI shall promptly redirect,  or cause to be
         redirected,  regardless of whether IVI is providing Transition Services
         (or is Mayo's designated  support and service provider as referenced in
         Section 3(d) above) for the O@sis Site, all requests for the O@sis Site
         that use the URL address "www.mayo.ivi.com" or "healthnet.ivi.com",  or
         any extensions  thereof,  to the URL(s) that Mayo designates in writing
         to IVI, but only to the extent such  designated  URL is the new address
         for the  O@sis  Site,  for a minimum  of two (2)  years  after any such
         request or  effective  date of  termination  by Mayo of the  Transition
         Services.  In  addition,  upon  such a  request  from  Mayo,  IVI shall
         promptly  cause  all  products  thereafter  produced  pursuant  to  any
         agreement between the parties (e.g., EP Versions of the Source Material
         produced under the 1993 Agreement or the 1994 Agreement) to link to the
         new  URL   designated   by  Mayo  in   writing,   instead  of  the  URL
         "www.mayo.ivi.com",  but only to the extent such URL is the new address
         for the O@sis Site.

         (f)  Support  of  Healthwatch.  Mayo  shall  continue  to  support  the
         Healthwatch  feature of the O@sis Site,  solely in connection with Mayo
         products and services such as the publications  and/or EP Versions,  as
         applicable,  jointly  developed  by the  parties  pursuant  to the 1991
         Agreement,  the 1993 Agreement  and/or the 1994 Agreement,  in a manner
         and at a level  consistent with the support  provided by IVI during the
         six (6) month period immediately prior to the Agreement Date; provided,
         that Mayo may discontinue its support of Healthwatch  after the earlier
         of (i) the date when Mayo no longer owns or operates the O@sis Site, or
         (ii) all of IVI's license rights under each of the 1991 Agreement,  the
         1993 Agreement and the 1994 Agreement terminate or expire.

         (g) USP Content License Terms. As provided in the Sublicense  Agreement
         attached  hereto as Exhibit G, Mayo shall pay IVI a  sublicense  fee of
         One Thousand  Dollars  ($1,000) per month for the sublicense of the USP
         Content granted by IVI to Mayo thereunder.

         (h) IVI's Use of O@sis Purchased  Rights.  For any portion of the O@sis
         Content (including,  without limitation, the interface and presentation
         of the USP  Content)  in use by IVI on a website  (excluding  the O@sis
         Site) as of the Agreement  Date, IVI shall  discontinue all use thereof
         within sixty (60) days of the Agreement Date.

7.       REPRESENTATIONS AND WARRANTIES OF IVI.

         In connection  with its execution and delivery of this  Agreement,  IVI
hereby represents and warrants to Mayo as follows:

         (a) Authorization. IVI has the corporate power and authority to execute
         and consummate this Agreement and the transactions  contemplated hereby
         and  such  execution,  consummation  and  transaction  have  been  duly
         authorized by all requisite corporate actions on the part of IVI;
<PAGE>

         (b) No Liens or Encumbrances. The O@sis Purchased Rights, O@sis License
         Rights and USP Content being conveyed or licensed to Mayo hereunder are
         free and clear of any liens and  encumbrances,  including  specifically
         the security interest of IVI's secured convertible debenture holders;

         (c) No  Conflicts.  The  execution  and delivery of this  Agreement and
         consummation of the transactions  contemplated  hereby will not violate
         any term or condition of any material agreement to which IVI is a party
         or by which  IVI is  bound,  provided  that no such  representation  or
         warranty is made by IVI with  respect to (i) the 1991  Agreement,  (ii)
         the 1993  Agreement,  (iii) the 1994  Agreement,  (iv) the Anchor Brand
         Content Provider Agreement dated as of October 30, 1995 between IVI and
         AT&T Corp. (the "AT&T  Agreement"),  (v) the Active Desktop Marketing &
         Promotion Agreement, Gold ICP - Channel Guide dated as of June 3, 1997,
         by and  among  Mayo,  IVI and  Microsoft  Corporation  (the  "Microsoft
         Agreement"),  and (vi) the letter  agreement  dated  November  21, 1996
         between IVI and CompuServe Incorporated (the "CompuServe Agreement");

         (d) Government and Third Party  Approvals.  All  governmental  or third
         party approvals, if required for the execution and consummation of this
         Agreement  and the  transactions  contemplated  hereby,  have been duly
         obtained,  including,  without limitation,  any third party software or
         other  intellectual  property  rights  included in the O@sis  Purchased
         Rights,  O@sis Licensed  Rights and USP Content,  provided that no such
         representation and warranty is made by IVI with respect to (i) the 1991
         Agreement, (ii) the 1993 Agreement,  (iii) the 1994 Agreement, (iv) the
         AT&T Agreement,  (v) the Microsoft  Agreement,  and (vi) the CompuServe
         Agreement.

         (e)  Ownership;  No Third Party Claims.  IVI owns all right,  title and
         interest  in, or has the right to transfer or license,  as  applicable,
         the O@sis  Purchased  Rights,  the O@sis  Licensed  Rights  and the USP
         Content, and their transfer,  assignment, license or sublicense to Mayo
         hereunder, to IVI's knowledge,  does not and will not violate any third
         party's rights,  provided that no such  representation  and warranty is
         made by IVI  with  respect  to (i) the  1991  Agreement,  (ii) the 1993
         Agreement,  (iii) the 1994 Agreement,  (iv) the AT&T Agreement, (v) the
         Microsoft  Agreement,  and  (vi)  the  CompuServe  Agreement.  To IVI's
         knowledge,  (i)  there  are no third  party  claims  challenging  IVI's
         ownership of, or right to license or  sublicense,  the O@sis  Purchased
         Rights,   the  O@sis   Licensed   Rights  and  the  USP  Content  being
         transferred, assigned, licensed or sublicensed hereunder or IVI's right
         to  execute  and  consummate   this  Agreement  and  the   transactions
         contemplated hereby, and (ii) the use of the O@sis Purchased Rights and
         the O@sis Licensed Rights as contemplated hereby will not infringe upon
         the patent,  copyrights,  trade secrets,  trademarks or other rights of
         any third party; and
<PAGE>

         (f) No Bankruptcy  Proceedings or Plans. To IVI's knowledge,  after due
         investigation,  IVI is not  named  as a  debtor  in  any  voluntary  or
         involuntary  bankruptcy  case and has no  present  plan to  commence  a
         voluntary  bankruptcy  case within ninety (90) days after the Agreement
         Date.

         (g) O@sis  Software and Data. IVI warrants to Mayo that the copy of the
         O@sis Site on electronic  media delivered to Mayo, in object and source
         code form as described  in Section  9(e) below,  and in object code and
         source code form as described in Section 4(c) above:  (i) is a complete
         and accurate copy of the O@sis Site, less the Third Party Software,  as
         of the date and time such copy is made,  (ii)  includes  all  software,
         content  (including,  without  limitation,  all graphics,  text, audio,
         javascript,  HTML and CGI scripts), data, materials, files, directories
         and functionality  available to users who access the O@sis Site via the
         Internet as of the date and time such copy is  created,  less the Third
         Party Software, and (iii) does not contain any code that is intended to
         disable or shut down  surreptitiously,  in whole or in part,  the O@sis
         Site or the equipment on which it is installed and accessed.

         (h)  Entitlement  to  Royalties.  IVI is not  entitled  to,  nor has it
         received,  any income  arising out of or resulting  from the O@sis Site
         prior to the Agreement Date.

8.       REPRESENTATIONS AND WARRANTIES OF MAYO.

         In connection with its execution and delivery of this  Agreement,  Mayo
hereby represents and warrants to IVI as follows:

         (a)  Authorization.  Mayo has the  corporate  power  and  authority  to
         execute and consummate this Agreement and the transactions contemplated
         hereby and such execution,  consummation and transaction have been duly
         authorized by all requisite corporate actions on the part of Mayo.

         (b) No  Conflicts.  The  execution  and delivery of this  Agreement and
         consummation of the transactions  contemplated  hereby will not violate
         any term or  condition  of any  material  agreement  to which Mayo is a
         party or by which Mayo is bound,  provided that no such  representation
         or  warranty  is made by Mayo with  respect to (i) the 1991  Agreement,
         (ii)  the  1993  Agreement,  (iii)  the  1994  Agreement,  and (iv) the
         Microsoft Agreement.

         (c) Government and Third Party  Approvals.  All  governmental  or third
         party approvals, if required for the execution and consummation of this
         Agreement  and the  transactions  contemplated  hereby,  have been duly
         obtained,  provided that no such representation and warranty is made by
         Mayo with respect to (i) the 1991  Agreement,  (ii) the 1993 Agreement,
         (iii) the 1994 Agreement, and (iv) the Microsoft Agreement.
<PAGE>

         (d)  Entitlement  to  Royalties.  Mayo is not  entitled  to, nor has it
         received, any income (other than the revenues Mayo has received or will
         receive  pursuant to the AHP Agreements and Disney  Agreement)  arising
         out  of  or  resulting   from  the  O@sis  Site  and/or  any  non-O@sis
         Internet-related projects, prior to the Agreement Date.

         (e) IVI Stock.  (i) Mayo has good and valid title to the 490,000 shares
         of IVI common stock being  transferred  to IVI pursuant to Section 3(h)
         (the "IVI  Stock")  free and clear of any liens or other  encumbrances,
         other than the  restrictions  imposed by the respective  Stock Purchase
         Agreements by which such shares were originally  issued by IVI to Mayo;
         (ii) the IVI Stock constitutes all of the capital stock of IVI owned by
         Mayo; and (iii) Mayo has no right to acquire any capital stock or other
         equity  interest or  participation  in the  revenues or profits of IVI,
         except for payment of royalties and other amounts as expressly provided
         in the various agreements between the parties which remain in force and
         effect after the Agreement Date.

9.       CONDITIONS TO CLOSING OF SETTLEMENT.

         This Agreement, including, without limitation, Mayo's obligation to pay
the  consideration  described in Section 3 above, is subject to the satisfaction
of the following  conditions  set forth in items (a) through (f) of this Section
9, which satisfaction shall be evidence by Mayo's execution and delivery of this
Agreement:

         (a) Mayo's receipt of duly certified  officers'  certificates from IVI,
         indicating  that IVI has obtained the requisite board approvals for the
         execution and delivery of this  Agreement and the  consummation  of the
         transactions  contemplated  hereby,  in form and  substance  reasonably
         acceptable to Mayo's counsel.

         (b) Mayo's  receipt of (i) the duly  executed  consent of  Fredrikson &
         Byron,  P.A.,  as Agent for the  holders of IVI's  Convertible  Secured
         Debentures under that certain  Inter-Creditor  Agreement dated November
         22, 1996, and that certain  Security  Agreement dated November 22, 1996
         to release the O@sis  Purchased  Rights from the security  interest and
         "Collateral" rights referenced in the foregoing documents to the extent
         necessary to permit the consummation of the  transactions  contemplated
         hereby,  (ii) copies of the duly  executed  consents  of such  holders,
         which show that the requisite percentage (at least 51%) of such holders
         duly  executed the  applicable  consent,  and (iii) copies of all UCC-3
         Release filings  necessary in order for the O@sis Purchased  Rights and
         O@sis  Licensed  Rights to be released  from the security  interest and
         "Collateral"  rights  referenced  in the  documents  listed in item (i)
         above.
<PAGE>

         (c) Mayo's receipt of a legal opinion from the law firm of Fredrikson &
         Byron, P.A., substantially in the form attached as Exhibit E hereto.

         (d) Mayo's  reasonable  testing,  for the  period  ending at 1:00 p.m.,
         Central  Daylight  Time,  Friday,  September 12, 1997, of a copy of the
         O@sis Site at a location in  Rochester,  Minnesota  to be  specified by
         Mayo, and Mayo's good faith  determination that such copy is a complete
         and  accurate  version  of the O@sis  Site as of the date such copy was
         made, less Third Party Software.

         (e) Delivery, free and clear of any liens or encumbrances,  of the hard
         drive  containing the above  referenced  test copy in source and object
         code to Mayo's possession and control.

         (f) Mayo's  receipt of a true and accurate copy of a letter from IVI to
         Microsoft  Corporation stating that IVI wishes to assign its rights and
         delegate its duties under the Microsoft Agreement to Mayo.

         (g) IVI's receipt by wire transfer of the $2,957,937  payment described
         in Section 3(a) above.


10.      ROYALTY PAYMENTS.

         (a) Royalties.  All O@sis  Royalties and Non-O@sis  Royalties  shall be
         payable to IVI on a quarterly  basis  within sixty (60) days of the end
         of each calendar quarter for the periods  indicated in Section 3(e) and
         3(f),  respectively.  Each  such  payment  shall  be  accompanied  by a
         reasonably  detailed  statement  setting  forth the  basis  for  Mayo's
         calculations of such royalties for the quarterly  period.  All payments
         shall be in U.S. dollars and made by check.

         (b) Audit  Rights.  To confirm  proper  calculation  and payment of the
         O@sis Royalties  and/or  Non-O@sis  Royalties,  as the case may be, IVI
         shall have the following audit rights:

                  (i) IVI and its auditor  shall have  access to inspect  Mayo's
                  books and records with respect to such royalties for up to the
                  previous three (3) years during Mayo's normal  business hours,
                  at a  mutually  convenient  time  and  upon  reasonable  prior
                  notice;

                  (ii) IVI may not have more than one (1) audit per year and may
                  not audit the same royalty period more than once;

                  (iii) any audit shall be at IVI's own expense unless the audit
                  reveals an  underpayment  of royalties of at least ten percent
                  (10%) of the sum owed or twenty  thousand  dollars  ($20,000),
                  whichever is greater, in which case Mayo shall reimburse IVI's
                  reasonable costs incurred in the audit;
<PAGE>

                  (iv) any  auditor  selected  by IVI shall be subject to Mayo's
                  reasonable   approval  and  shall  execute  a  confidentiality
                  agreement as a condition to such access,  restricting  the use
                  of such Mayo data to assuring  IVI's  proper  calculation  and
                  payment of such royalties;

                  (v) Mayo's own auditors may witness any IVI audit; and

                  (vi) these IVI audit  rights  shall  terminate on December 31,
                  2002.


11.      CONFIDENTIALITY OF SETTLEMENT TERMS.

         (a) The terms of this Agreement are and shall remain confidential.

         (b) Any breach of the  confidentiality  provisions of this Agreement by
         either  party to this  Agreement  or its agents or  attorneys  shall be
         considered a material breach of the Agreement.

         (c) The parties  agree upon a statement  that they will  respond to any
         questions from third parties concerning the relationship of the parties
         and  conclusion  of the  disagreements  with  respect to the O@sis Site
         solely in a manner  consistent  with the  disclosure in the joint press
         release described in Section 11(d)(iv) below.

         (d) Notwithstanding the foregoing, each party is and shall be entitled:

                  (i) to disclose and discuss the terms and  conditions  of this
                  Agreement  with its legal counsel and with its  accountants or
                  tax  advisors,  provided  such persons have agreed to keep all
                  such   information   confidential   and  not   disclose   such
                  information to any other person or entity;

                  (ii)  to  make  such  disclosures  as are  necessary  for  any
                  governmental  taxing authority or as required by law, subpoena
                  or any court order;

                  (iii) to comply  with the rules of any stock  exchange  or the
                  rules  and   regulations   of  the   Securities  and  Exchange
                  Commission  (or  any  equivalent  state  regulatory  body)  in
                  respect of legally required  disclosures of material facts and
                  circumstances; and

                  (iv) to issue the joint press release for  distribution to the
                  media  and  interested  third  parties,  a copy  of  which  is
                  attached hereto as Exhibit F.
<PAGE>

         (e) The parties agree to inform each other or the other's legal counsel
         promptly and in writing in the event any  subpoena or other  process is
         served  upon any of them  attempting  to obtain any of the  information
         protected from disclosure by this Agreement.

12.      MUTUAL NON-DISPARAGEMENT.

         Neither party shall,  at any time,  disparage,  demean or criticize the
technology,  products or  management  of the other  party and its  subsidiaries,
affiliates  and related  entities,  or do or say anything to cause injury to the
reputation  of the other  party and its  subsidiaries,  affiliates  and  related
entities or their respective officers,  directors,  shareholders,  employees, or
products.  Notwithstanding the foregoing, neither party shall be prohibited from
publicly correcting through any media (in a non-disparaging  manner) any factual
errors  made by the other  party with  respect to the  parties'  dealings,  this
Agreement or any other agreements or dealings between the parties.

13.      INDEMNIFICATION.

         (a) IVI hereby  indemnifies  and holds Mayo,  its officers,  directors,
         employees and agents  harmless from all  liability,  demands,  damages,
         expenses,  losses,  fees  (including  reasonable  attorney's  fees) and
         settlements for any breach of the  representations  and warranties made
         by IVI herein.

         (b) Mayo hereby  indemnifies  and holds IVI, its  officers,  directors,
         employees and agents  harmless from all  liability,  demands,  damages,
         expenses,  losses,  fees  (including  reasonable  attorney's  fees) and
         settlements for any breach of the  representations  and warranties made
         by Mayo herein.


14.      MUTUAL RELEASE.

         Except  for any  claims  (including,  without  limitation,  claims  for
failure to pay  royalties  or required  reimbursement  of expenses or payment of
fees) related to the EP Versions produced by IVI for Mayo under the terms of any
agreement between the parties, including, without limitation, the 1993 Agreement
and the 1994 Agreement, the parties agree as follows:

         (a) IVI does hereby release, acquit and forever discharge Mayo from any
         and all  manner of  action or  actions,  suits,  arbitrations,  claims,
         damages, levies, and executions,  whether known or unknown,  liquidated
         or unliquidated,  fixed or contingent, direct or indirect, permanent or
         progressive,  which it ever had, has or ever can,  shall or may have or
         claim to have  against  Mayo,  or any of them,  for or by reason of any
         cause,  matter or thing whatsoever prior to the date of this Agreement,
         including  but not  limited to claims  arising out of or related to the
         1994 Agreement.
<PAGE>

         (b) Mayo,  and each of them,  do hereby  release,  acquit  and  forever
         discharge  IVI from any and all  manner of action  or  actions,  suits,
         arbitrations, claims, damages, levies, and executions, whether known or
         unknown,  liquidated or  unliquidated,  fixed or contingent,  direct or
         indirect, permanent or progressive, which they or any of them ever had,
         has or ever can,  shall or may have or claim to have against IVI for or
         by reason of any cause, matter or thing whatsoever prior to the date of
         this  Agreement,  including but not limited to claims arising out of or
         related to the 1994 Agreement.

         (c)  Each of Mayo  and IVI  covenants  not to sue or  bring  any  other
         proceeding against the other or any party released herein on account of
         any claim released hereby.

15.      NO ADMISSION OF LIABILITY BY EITHER PARTY.

         It is  specifically  understood  and agreed that the  execution of this
Agreement is part of a settlement and compromise of potential claims between the
parties  and,   accordingly,   this  Agreement  and  the   consummation  of  the
transactions  contemplated hereby are not to be construed as an admission of any
liability or fault whatsoever by either IVI or Mayo.

16.      ADVICE OF INDEPENDENT OUTSIDE LEGAL COUNSEL.

         The undersigned parties, by execution hereof,  specifically acknowledge
that they are, and have been, represented by their own independent legal counsel
in connection with the  negotiation,  drafting and signing of this Agreement and
the matters referred to above, that the undersigned parties understand and fully
agree to each,  all and every  provision of this  Agreement,  and that they have
received a copy of this  Agreement.  If there is any dispute between the parties
as to the meaning of any provision of this Agreement, the interpretation thereof
shall be without regard to which party may have drafted such provision.

17.      ENTIRE AGREEMENT.

         This Agreement and the Exhibits attached hereto (which are incorporated
herein  by this  reference)  constitute  the  entire  agreement  of the  parties
relating to the subject  matter hereof and  specifically  supersedes and cancels
the letter  agreement  between IVI and Mayo dated August 20, 1997, and there are
no agreements or understandings (oral or written) among the parties with respect
to the subject matter hereof other than those set forth or referred to herein or
therein.  The  Recitals  set forth in the  opening  of this  Agreement  are also
incorporated herein and constitute an important part of this Agreement.
<PAGE>

18.      GOOD FAITH COOPERATION.

         The parties shall execute any and all additional  documents that may be
required  to  carry  out the  purposes  of this  Agreement,  including,  without
limitation,  any  other  documents  reasonably  requested  by Mayo or its  legal
counsel  to  perfect  Mayo's  right,  title  and  interest  in and to the  O@sis
Purchased  Rights or any  portion  thereof,  the  license of the O@sis  Licensed
Rights and/or the sublicense of the USP Content.
19.      WAIVER OR AMENDMENT.

         The terms of this Agreement may be modified, amended, or any provisions
hereof  waived only by mutual  consent of the parties  hereto as  reflected in a
writing executed fully by all signatories hereto.


20.      BINDING EFFECT.

         This Agreement  shall be binding upon the parties and their  respective
heirs, successors and assigns only after its execution by both parties.

21.      NOTICES.

         Any notice or request  required or  permitted  under or related to this
Agreement  shall be in writing and provided in one of the  following  methods to
the persons and address  noted below,  or to such other  persons or addresses as
either party may hereafter furnish in writing to the other party:

         (a)  Delivered  personally,  which notice or request is effective  upon
         receipt;

         (b) Sent by certified or registered U.S. mail,  postage prepaid,  which
         notice or request is effective upon written confirmation of receipt;

         (c) Sent by  overnight  courier,  which  notice or request is effective
         upon confirmation of receipt; or

         (d)  By   facsimile,   which  notice  or  request  is  effective   upon
         confirmation of receipt by the receiving party.
<PAGE>

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

With a copy to:              Neal, Gerber & Eisenberg
                             Two North LaSalle, Suite 2100
                             Chicago, IL  60602
                             Attention:  Michael A. Pucker
                             Facsimile:  312/269-1747

To Mayo:                     Mayo Medical Ventures
                             200 Southwest First Street
                             Rochester, MN 55905
                             Attention:  Director
                             Facsimile:  507/284-5410

With a copy to:              Dorsey & Whitney LLP
                             Pillsbury Center South
                             220 South Sixth Street
                             Minneapolis, Minnesota  55402
                             Attention:  Nelson G. Dong
                             Facsimile:  612/340-8827


22.      VENUE; LAW; MATERIAL BREACH; ATTORNEY FEES.

         Either party may seek damages or injunctive relief, as the case may be,
in the United States  District  Court for the District of Minnesota,  if federal
jurisdiction is available,  or in any District Court for the State of Minnesota,
for any material  breach of this Agreement if the breaching  party has not cured
such  breach  within  thirty  (30)  days of  written  notice  thereof  from  the
non-breaching party; provided, however, that Mayo shall not bring any proceeding
related  to, or  pursuant  to, this  Agreement  in any court  sitting in Olmsted
County,  Minnesota.  The prevailing  party in any such legal proceeding shall be
entitled  to its  reasonable  costs and  attorney  fees in addition to any other
relief which may be granted by such court.

23.      SEVERABILITY.

         To the extent that any provision of this Agreement  shall be determined
to be invalid or  unenforceable,  the invalid or  unenforceable  portion of such
provision  shall  be  deleted  from  this   Agreement,   and  the  validity  and
enforceability of the remainder of such provision and of this Agreement shall be
unaffected.

24.      COUNTERPARTS.

         This Agreement may be executed in counterparts,  each of which shall be
deemed an  original  and all of which,  taken  together,  shall  constitute  one
agreement.  The  parties  agree  that  telefaxed  copies of  signatures  will be
sufficient to exchange at the closing meeting,  with original signature pages to
be supplied and exchanged at a later date.
<PAGE>

25.      CLOSING AND DATE OF CLOSING.

         A closing  meeting for the execution,  delivery  and/or exchange of the
documents, payments, and other consideration required by this Agreement, not yet
executed and delivered by the parties prior to the Agreement  Date shall be held
at the offices of Dorsey & Whitney LLP. The closing  shall be at a date and time
to be agreed  upon by counsel for the  parties,  but in no event later than 4:00
p.m., Central Daylight Time, Friday, September 12, 1997.

26.      EXPENSES.

         All costs and expenses  incurred by either party in connection with the
negotiation,  drafting, execution and delivery of this Agreement,  including the
attorney's  fees of such party,  shall be paid by the party incurring such costs
and expenses.


27.      NO THIRD PARTY BENEFICIARIES.

         Nothing in this  Agreement is intended,  nor shall it be construed,  to
confer any rights or benefits upon any person or entity other than Mayo and IVI,
and no other person or entity shall have any rights or remedies hereunder.



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<PAGE>



IVI PUBLISHING, INC.                            MAYO FOUNDATION FOR
                                                MEDICAL EDUCATION AND RESEARCH
         /s/ Joy Solomon                              /s/ Rick F. Colvin
Signature                                       Signature
         Joy Solomon                                  Rick F. Colvin
Name                                            Name
         CEO & PRESIDENT
Title                                           Title