SUBLICENSE AGREEMENT

         This Agreement is entered into to be effective as of September 12, 1997
by and between IVI Publishing, Inc., a Minnesota corporation,  7500 Flying Cloud
Drive,  Eden Prairie,  Minnesota  55344 ("IVI") and Mayo  Foundation for Medical
Education and Research, a Minnesota non-profit corporation,  200 Southwest First
Street, Rochester, Minnesota 55905 ("Mayo").

         In  consideration  of the mutual  covenants  contained herein and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

         1. Grant of  Sublicense.  Subject to the terms and  conditions  of this
Agreement,  IVI grants and Mayo  accepts a limited,  personal,  nontransferable,
nonexclusive  sublicense of IVI's license to use the Databases,  as that term is
defined in the License Agreement by and between the United States  Pharmacopeial
Convention,  Inc.  ("Licensor")  and IVI dated July 1,  1996,  as amended by the
Renewal  and  Amendment  dated  July 1,  1997,  and as  further  amended  by the
Amendment and Acknowledgment executed by USP as of September ___, 1997 (the "USP
License  Agreement"),  solely for use on Mayo's health information website known
as the "Oasis" (the "Health Site").  Mayo is prohibited from sublicensing any of
it rights hereunder to any party other than its employees,  end-user  customers.
Mayo agrees to abide by all of the terms and  conditions  relating to the use of
the Databases  contained in the USP License  Agreement,  which are  incorporated
herein by  reference.  During the term of this  Agreement,  Mayo shall allow the
Licensor to have unlimited access to the Health Site, without charge.

         2. Limitations. Mayo agrees that it will permit its customers to access
and use the Databases  only in accordance  with the terms and  provisions of the
USP License Agreement. Mayo shall not and agrees not to authorize others to copy
(except for non-professional  personal use), modify, alter, revise,  paraphrase,
omit, change,  display, store,  time-share,  rent, lease,  sublicense,  publish,
distribute,  transmit,  transfer, assign, sell, incorporate in other products or
services  or the  products  or services  of any other  entity,  or  commercially
exploit in any manner  whatsoever  the  Databases or any portion  thereof.  Mayo
further  agrees to take all  reasonable  steps to  protect  the  Databases  from
unauthorized access.

         3. Royalties.  In exchange for the sublicense  granted pursuant to this
Agreement,  Mayo agrees to pay IVI  royalties  of $1,000.00  per month.  Monthly
royalty payments are due in advance on the first business day of each month. The
monthly royalty payment shall be pro rated for any partial calendar month during
the term of this Agreement.

         4. Advertising Restrictions.  Mayo agrees that it shall at no time take
any action or make any statement that could  discredit or harm in any manner the
good reputation of Licensor or its products or services.  This includes,  but is
not limited to, creating hyper-text links from the Health Site to other sites on
the  Internet,  as well as  juxtaposing  advertising  or  other  materials  that
constitute "labeling" or any other illegal act, that are likely to create or are
intended to create the impression  that Licensor  endorses the goods or services
of other  individuals,  companies or organizations,  or that other  individuals,
companies or organizations  endorse the goods or services of Licensor.  Floating
advertisement  "banners"  at  the  top  or  bottom  of an  Internet  screen  are
permissible  only if all of the  following  conditions  are met: (a)  Licensor's
information  is clearly  separated from the  Information in the banner;  (b) the
advertisement  is clearly not  advertising  Licensor's  goods or  services;  (c)
juxtaposition  of the banner does not imply an endorsement of the subject matter
of the advertisement;  and (d) the juxtaposition does not constitute  "labeling"
or any other illegal act.
<PAGE>

         5. Proprietary Rights. Mayo acknowledges and agrees that the Databases,
all copies thereof and all methods for structuring,  organizing,  sequencing and
indexing it constitute valuable trade secrets of Licensor and are proprietary to
and confidential information of Licensor (as used in this paragraph,  "Licensor"
shall mean Licensor and/or its vendors, suppliers or contractors).  Title to the
Databases  and all  applicable  copyrights,  trade  secrets,  patents  and other
intellectual  and property rights in it are and remain with Licensor.  All other
aspects  of the  Databases,  including,  without  limitation,  data,  methods of
processing,   specific  design  and  structure,  the  interaction  of  documents
contained  therein  and unique  design  techniques  employed  therein as well as
document storage and quality assurance methodologies,  shall remain the sole and
exclusive property of Licensor and shall not be sold, used, revealed,  disclosed
or  otherwise  communicated,  directly  or  indirectly,  by Mayo to any  person,
company or institution whatsoever. No title to or ownership of the Databases, or
any part  thereof,  or any aspect  related to or trade secret  involved with the
Databases is hereby transferred to Mayo.

         6.  Software  Security.   Mayo  shall  implement  appropriate  security
software  acceptable  to Licensor to ensure  protection of the  Databases.  Mayo
shall  maintain such  accepted  security  software  during the full term of this
Agreement.  If Mayo fails to implement  or maintain  such  appropriate  security
software,  IVI shall terminate this Agreement if after providing  written notice
to Mayo,  Mayo fails to cure such failure  within  seventy-two  (72) hours after
delivery of such notice.

Mayo  agrees  that  violation  of any  provision  of this  Section may result in
irreparable  injury to IVI and  Licensor for which there may not be any adequate
remedy at law. As a result,  Mayo agrees that in addition to any other  remedies
available  to it,  IVI  and/or  Licensor  may  bring an action  or  actions  for
injunctive  relief,   including  a  temporary  restraining  order,   preliminary
injunction or permanent injunction and reasonable attorney's fees and costs.

         7. Corrections.  In the event IVI or Licensor discovers a critical or a
medically  significant  error or  omission  in any of the  Licensor  information
provided  under this  Agreement  to Mayo,  IVI shall notify Mayo by telephone or
facsimile  message  immediately after the error or omission has been discovered.
Mayo agrees to promptly correct the error on the Health Site.

         8.  Disclaimers/Notices.  Mayo shall include the following  language in
the general disclaimer which provides users access to the Health Site:

         "The information in this leaflet has been  selectively  abstracted from
         USP DI(R) for use as an educational aid and does not offer all possible
         uses,  actions,  precautions,  side effects,  or  interactions  of this
         medicine. It is not intended as medical advice for individual problems.
<PAGE>

         The  information  about drugs  contained in this database is general in
         nature and is intended for use as an educational aid. It does not cover
         all possible uses, actions,  precautions, side effects, or interactions
         of these medicines,  nor is the information  intended as medical advice
         for individual problems or for making an evaluation as to the risks and
         benefits of taking a particular drug."

         "NOTICE:  The  information  contained  herein has been devised  without
         reference to cultural,  dietary,  societal,  language,  prescribing  or
         dispensing  conditions  (including  those  imposed by law),  other than
         those  of  the  Untied  States,  which  might  affect  the  information
         provided."

         "The text that a user may be viewing at any one time, or may print, may
         contain only a portion of the full Leaflet or USP monograph. The entire
         USP DI(R) should be consulted for complete information."

         "Information is for personal use any may not be sold or redistributed."

Mayo also agrees to include on the Health  Site the  appropriate  copyright  and
trademark  notices as required by Licensor  under  Sections 10 and 11 of the USP
License Agreement.

         9. Limited Warranty: Exclusion of Damages. Mayo acknowledges, and shall
require  each person given  access to the Health Site to  acknowledge,  that any
collection or any  compilation  of data entails the likelihood of some human and
machine  errors,  omissions,  delays,   interruptions,   and  losses,  including
inadvertent  loss of data or  damage  to  media,  that may give  rise to loss or
damage.  Accordingly,  Mayo  agrees THAT THE  DATABASES  ARE  PROVIDED  "AS IS";
NEITHER  LICENSOR NOR IVI MAKES ANY  REPRESENTATION  OR WARRANTY WITH RESPECT TO
ITS ACCURACY,  COMPLETENESS,  OR CURRENTNESS;  AND LICENSOR AND IVI SPECIFICALLY
DISCLAIM ANY OTHER WARRANTY,  EXPRESS, IMPLIED, OR STATUTORY,  INCLUDING BUT NOT
LIMITED  TO,  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR A
PARTICULAR PURPOSE.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF MAYO'S
PROGRAM IS WITH MAYO.  NEITHER  LICENSOR NOR IVI WARRANTS  THAT THE  INFORMATION
CONTAINED IN THE DATABASES WILL MEET MAYO'S  REQUIREMENTS  OR THAT THE OPERATION
OF THE DATABASES WILL BE  ERROR-FREE.  LICENSOR  SOLELY  WARRANTS THE ELECTRONIC
MEDIA ON WHICH THE  DATABASES ARE FURNISHED TO BE FREE FROM DEFECTS IN MATERIALS
AND WORKMANSHIP  UNDER NORMAL USE FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE
OF DELIVERY TO MAYO.  NEITHER LICENSOR NOR IVI SHALL NOT BE LIABLE ON ACCOUNT OF
ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES. MAYO AGREES THAT IN NO EVENT WILL
LICENSOR OR IVI BE LIABLE FOR THE RESULTS OF MAYO'S USE OF THE DATABASES, OR ITS
INABILITY OR FAILURE TO CONDUCT ITS BUSINESS, OR FOR DIRECT,  INDIRECT,  SPECIAL
OR  CONSEQUENTIAL  DAMAGES.  MAYO FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL
AGGREGATE  LIABILITY  OF  LICENSOR  AND IVI FOR ANY CLAIMS,  LOSSES,  OR DAMAGES
ARISING  UNDER THIS  AGREEMENT  AND  SERVICES  PERFORMED  HEREUNDER,  WHETHER IN
CONTRACT OR TORT, INCLUDING NEGLIGENCE,  EXCEED THE TOTAL AMOUNT PAID BY MAYO TO
IVI DURING THE PRECEDING  TWELVE-MONTH  PERIOD,  EVEN IF LICENSOR AND/OR IVI HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL  CLAIM,  LOSS, OR DAMAGE.  THE
FOREGOING  LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN  DAMAGES SHALL APPLY
REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
<PAGE>

If the foregoing limitations are held to be unenforceable,  Licensor's and IVI's
liability for damages under this Sublicense Agreement to Mayo shall in any event
not exceed the total amount of royalties paid by Mayo hereunder.

         10.  Remedies.   Licensor's  and  IVI's  entire  liability  and  Mayo's
exclusive  remedy if a Database fails to meet the Limited  Warranty set forth in
Section 9 above shall be:

         a)       the  replacement  of any diskette not meeting  USP's  "Limited
                  Warranty," or

         b)       if IVI is  unable  to  deliver  a  diskette  which  is free of
                  defects in materials or  workmanship,  IVI may terminate  this
                  Agreement by returning the Databases.

         11.  Indemnification.  Mayo agrees to  indemnify  and hold IVI harmless
from any and all  liability  that IVI may have to USP under the  indemnification
provision set forth in Section 16(a) of the USP License  Agreement  which result
Mayo's use of the Databases under the terms of this Sublicense  Agreement and/or
resulting from any third party claim  relating to the material  contained on the
Health Site.

         12. Term and Termination.

         a)       Term.  This Agreement  shall commence as of the effective date
                  set  forth  on the  first  page of this  Agreement  and  shall
                  automatically expire upon the termination or expiration of the
                  USP License Agreement,  unless earlier terminated  pursuant to
                  the provisions of  subparagraph  b) or c) below,  or Section 6
                  herein.
<PAGE>

         b)       Termination  by Mayo.  Mayo shall have the right to  terminate
                  this Agreement, with or without cause, upon delivery of thirty
                  (30) days prior written notice to IVI.

         c)       Termination  for Breach.  If Mayo fails to perform or breaches
                  any term or provision  of this  Agreement,  IVI may  terminate
                  this  Agreement  effective  twenty (20) days after delivery of
                  written notice to Mayo  describing the breach and the proposed
                  cure; provided, however, this Agreement shall not terminate if
                  such breach is cured within such twenty (20) day period.

         d)       Effect of Termination.  Upon expiration or termination of this
                  Agreement,  Mayo  agrees  to  immediately  return  to IVI  all
                  materials  originally delivered by IVI to Mayo relating to the
                  Databases.

         13.  Relationship  of  Parties.  Nothing  in this  Agreement  shall  be
construed  to  constitute  or appoint  either  party as the agent,  partner,  or
representative  of the other  party for any purpose  whatsoever,  or to grant to
either  party any  rights or  authority  to assume or create any  obligation  or
responsibility,  express or  implied,  for or on behalf of or in the name of the
other, or to bind the other in any way or manner whatsoever.

         14. General Provisions.

         a)       Entire  Agreement and Amendments.  This Agreement  constitutes
                  the entire  Agreement  between  the  parties  relating  to the
                  Databases.  This  Agreement  shall not be amended or  modified
                  except by a written document signed by both parties.

         b)       Waiver. No purported waiver of any provision of this Agreement
                  shall be binding unless set forth in a written document signed
                  by the  party  to be  charged  thereby.  Any  waiver  shall be
                  limited to the circumstance or event  specifically  referenced
                  in the written waiver document and shall not be deemed to be a
                  waiver  of any  other  term of this  Agreement  or of the same
                  circumstance or event upon any recurrence thereof.

         c)       Severability.  If any  part  of this  Agreement  is held to be
                  unenforceable,   the   remainder  of  this   Agreement   shall
                  nevertheless remain in full force and effect.
<PAGE>

         d)       Notices.  All notices  required under this Agreement shall not
                  be valid  unless set forth in  writing  and shall be deemed to
                  have  been duly  given:  (i) when  received  if  delivered  in
                  person;  (ii) the next  business day if delivered by facsimile
                  transmission  (with  receipt  confirmed)  or if  delivered  by
                  reputable  overnight  delivery  service for next  business day
                  delivery;  or (iii) on the  fifth  (5th)  business  day  after
                  depositing in the U.S.  mail for delivery by air mail,  return
                  receipt  requested,  postage  prepaid  and  addressed  to  the
                  appropriate party at the addresses set forth on the first page
                  hereof. If either party should change its address or facsimile
                  number,  such  party  shall give  written  notice to the other
                  party of the new address  and/or new  facsimile  number in the
                  manner  set  forth  above,  but any such  notice  shall not be
                  effective until actually received by the addressee.

         e)       Assignment.  This  Agreement  may not be  assigned  by Mayo by
                  operation of law or otherwise  to any other  person,  persons,
                  firms or corporations  without the express written approval of
                  IVI and Licensor.

         f)       Governing  Law.  This  Agreement   shall  be  interpreted  and
                  construed  in  accordance  with  the  laws  of  the  State  of
                  Minnesota.

         The parties hereto have executed this Agreement in a manner appropriate
to each to be effective as of the date set forth above.


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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                         (blank)
Title                                      Title