EXHIBIT 10.28


                             SUBSCRIPTION AGREEMENT

                  THIS  SUBSCRIPTION  AGREEMENT,  dated as of January  29,  1999
(this  "AGREEMENT"),  by and between  OnHealth  Network  Company,  a  Washington
corporation (the  "COMPANY"),  with  headquarters  located at 808 Howell Street,
Suite  400,  Seattle,  Washington  98101,  and the  purchaser  set  forth on the
Signature Page to this Agreement (the "BUYER").

                                   WITNESSETH

                  WHEREAS,  the  Buyer  wishes to  purchase,  upon the terms and
subject to the  conditions of this  Agreement,  shares of the  Company's  Common
Stock par value $.01 per share (the "SHARES"); and

                  WHEREAS,   the  Company  and  the  Buyer  are   executing  and
delivering  this  Agreement  in  reliance  upon the  exemption  from  securities
registration  afforded by Rule 506 of  Regulation  D as  promulgated  by the SEC
under the 1933 Act;

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

                  1.       AGREEMENT TO SUBSCRIBE; PURCHASE PRICE.

                  (a)  SUBSCRIPTION The Buyer hereby agrees to purchase from the
Company that number of Shares set forth on the Signature Page of this Agreement.
The purchase price per Share shall be $5.50 (the "PER SHARE PURCHASE PRICE").

                  (b) FORM OF PAYMENT.  At the Closing (as defined in Section 5)
(1) the Buyer shall pay the Company,  by wire transfer of immediately  available
funds to such account as specified by the Company to the Buyer that amount equal
to the  number of Shares  purchased  by the  Buyer  multiplied  by the Per Share
Purchase Price, and (2) Company shall agree to deliver certificates representing
the Shares within three days of the Closing.

                  2.       BUYER REPRESENTATIONS, WARRANTIES, ETC.

                  The Buyer represents and warrants to, and covenants and agrees
with, the Company as follows:

                  (a)  PURCHASE  FOR  INVESTMENT.  The Buyer is  purchasing  the
Shares for its own account for  investment  only and not with a view towards the
public sale or distribution thereof.

                  (b) ACCREDITED INVESTOR. The Buyer is an "ACCREDITED INVESTOR"
as that term is defined in Rule 501 of the General Rules and  Regulations  under
the 1933 Act by reason of Rule 501(a)(3);

                  (c) REOFFERS AND RESALES.  All subsequent  offers and sales of
the Shares by the Buyer  shall be made  pursuant to  registration  of the Shares
being  offered  and sold under the 1933 Act or  pursuant  to an  exemption  from
registration;


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                  (d) COMPANY  RELIANCE.  The Buyer  understands that the Shares
are  being  offered  and  sold in  reliance  on  specific  exemptions  from  the
registration requirements of United States federal and state securities laws and
that the  Company is relying  upon the truth and  accuracy  of, and the  Buyer's
compliance with, the representations,  warranties,  agreements,  acknowledgments
and  understandings  of the  Buyer set forth  herein in order to  determine  the
availability  of such exemptions and the eligibility of the Buyer to acquire the
Shares;

                  (e) INFORMATION PROVIDED.  The Buyer and its advisors, if any,
have been  furnished with all materials  relating to the business,  finances and
operations  of the Company and  materials  relating to the offer and sale of the
Shares which have been  requested by the Buyer;  the Buyer and its advisors,  if
any, have been afforded the opportunity to ask questions of the Company and have
received  satisfactory  answers  to any such  inquiries;  without  limiting  the
generality of the foregoing,  the Buyer has had the opportunity to obtain and to
review the Company's: (1) annual report on Form 10-K for the year ended December
31, 1997 (the "1997 10-K"),  (2)  Quarterly  Reports on Form 10-Q for the fiscal
quarters  ended March 31,  1998,  June 30, 1998,  and  September  30, 1998,  (3)
definitive  proxy statement for its 1998 Annual Meeting of Shareholders  (to the
extent  incorporated by reference in the 1997 10-K),  and (4) the Company's form
S-3  Registration  Statement  filed  December  30,  1998  (SEC  1933 Act  Number
333-69989),  in each  case as filed  with the SEC (the "SEC  REPORTS");  and the
Buyer  understands that its investment in the Securities  involves a high degree
of risk;

                  (f) ABSENCE OF APPROVALS. The Buyer understands that no United
States federal or state agency or any other  government or  governmental  agency
has passed on or made any recommendation or endorsement of the Securities; and

                  (g)  SUBSCRIPTION  AGREEMENT The Buyer has all requisite power
and  authority,  corporate  or  otherwise,  to execute,  deliver and perform its
obligations  under this  Agreement  and the other  agreements  executed or to be
executed by the Buyer in connection  herewith and to consummate the transactions
contemplated  hereby  and  thereby.  This  Agreement  has been duly and  validly
authorized,  executed  and  delivered  on behalf of the Buyer and is a valid and
binding agreement of the Buyer enforceable in accordance with its terms, subject
as to  enforceability  to  general  principles  of  equity  and  to  bankruptcy,
insolvency,  moratorium  and other  similar laws  affecting the  enforcement  of
creditors' rights generally.

                  3.       COMPANY REPRESENTATIONS, WARRANTIES, ETC.

                  Except as set forth in a  document  of even date  hereof  (the
"COMPANY  DISCLOSURE  SCHEDULE"),  the Company  represents  and warrants to, and
covenants and agrees with, the Buyer that:

                  (a)  ORGANIZATION  AND  AUTHORITY The Company is a corporation
duly  organized  and  validly  existing  under the laws of its  jurisdiction  of
incorporation,  and has all requisite  corporate power and authority to (i) own,


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lease and operate its  properties  and to carry on its  business as described in
the SEC Reports  and as now being  conducted,  and (ii) to execute,  deliver and
perform its obligations under this Agreement and a Registration Rights Agreement
to be delivered at the Closing (the  "REGISTRATION  RIGHTS  AGREEMENT"),  and to
consummate the transactions contemplated hereby and thereby.

                  (b) CAPITALIZATION The authorized capital stock of the Company
consists of (i) 29,000,000  shares of Common Stock of which 12,981,652 shares of
Common Stock were  outstanding  on January 25, 1999, all of which are fully paid
and nonassessable; and (ii) 1,000,000 shares of Preferred Stock, $.01 par value,
of which 5,800 shares are  designated as Series B Preferred  Stock,  of which no
shares are outstanding; and as of the Closing there will be no material increase
from January 25, 1999 in the number of shares of Common Stock outstanding. As of
January 25,  1999,  the Company had  outstanding  options,  warrants and similar
rights entitling the holders to purchase 3,595,628 shares of Common Stock. Other
than  as set  forth  in the  preceding  sentence,  the  Company  does  not  have
outstanding  any material amount of securities (or obligations to issue any such
securities)  convertible  into,  exchangeable  for or  otherwise  entitling  the
holders  thereof to acquire  shares of Common Stock,  except as disclosed in the
SEC Reports.  The Company has duly  reserved  from its  authorized  and unissued
shares of Common  Stock the full number of shares  required for (y) all options,
warrants,  convertible  securities  and other rights to acquire shares of Common
Stock which are  outstanding  and (z) all shares of Common Stock and options and
other  rights to acquire  shares of Common  Stock which may be issued or granted
under the stock option and similar plans which have been adopted by the Company.

                  (c) AUTHORIZATION. The Shares have been duly authorized. There
are no preemptive  or similar  rights of any  shareholder  of the Company or any
other  Person to acquire any of the Shares.  The Company and the Shares meet the
criteria  for  continued  listing  and  trading  on the Nasdaq  SmallCap  Market
("NASDAQ SmallCap");  the Company has not been notified since January 1, 1999 by
the Nasdaq SmallCap of any failure or potential failure to meet the criteria for
continued  listing  and  trading on the Nasdaq  SmallCap  and no  suspension  of
trading in the Common Stock is in effect.  Subject to  compliance,  if required,
with Rule 4310(c)(25)(H) of the Nasdaq SmallCap,  the Company knows of no reason
that the Shares will not be eligible  for  listing on the Nasdaq  SmallCap.  For
purposes  of  this  Agreement,   "PERSON"  means  an  individual,   partnership,
corporation,   limited  liability  company,  trust,  incorporated  organization,
unincorporated association or joint stock company.

                  (d) SUBSCRIPTION  AGREEMENT;  REGISTRATION  RIGHTS  AGREEMENT.
This Agreement, and the Registration Rights Agreement have been duly and validly
authorized by the Company,  this  Agreement has been duly executed and delivered
by the Company and this  Agreement is, and the  Registration  Rights  Agreement,
when  executed  and  delivered  by the  Company,  will  be,  valid  and  binding
obligations  of the Company  enforceable  in  accordance  with their  respective
terms,  subject  as to  enforceability  to general  principles  of equity and to
bankruptcy,   insolvency,  moratorium  and  other  similar  laws  affecting  the
enforcement of creditors' rights generally.

                  (e)  NON-CONTRAVENTION.  The  execution  and  delivery  by the
Company of this Agreement and the other documents contemplated by this Agreement
and  the  consummation  by  the  Company  of  the  issuance  of  the  Shares  as


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contemplated by this Agreement, and the other transactions  contemplated by this
Agreement  and the  Registration  Rights  Agreement do not and will not, with or
without  the  giving of notice or the lapse of time,  or both (i)  result in any
violation  of any terms of the  Articles  of  Incorporation  or  by-laws  of the
Company,  (ii)  conflict with or result in a breach by the Company of any of the
terms or  provisions  of,  or  constitute  a  default  under,  or  result in the
modification,   amendment,   termination  or  cancellation  of,  result  in  the
acceleration  of any obligation of the Company under,  or result in the creation
or imposition of any lien, security interest,  charge or encumbrance upon any of
the properties or assets of the Company  pursuant to, any  indenture,  mortgage,
deed of trust or other  agreement or  instrument to which the Company is a party
or by which the Company or any of its  respective  properties or assets is bound
or affected,  (iii) violate or contravene any applicable law, rule or regulation
or any applicable decree,  judgment or order of any court, United States federal
or state  regulatory  body,  administrative  agency or other  governmental  body
having  jurisdiction  over the Company or any of its  respective  properties  or
assets or (iv) have any material  adverse  effect on any permit,  certification,
registration,  approval, consent, license or franchise necessary for the Company
to own or lease and operate any of their respective properties or to conduct any
of  their  respective  businesses  or the  ability  of the  Company  to make use
thereof.

                  (f) APPROVALS.  No  authorization,  approval or consent of, or
filing with, any court,  governmental body,  regulatory agency,  self-regulatory
organization,  or stock exchange or market or the shareholders of the Company is
required to be obtained or made by the Company for (1) the  execution,  delivery
and  performance  by the Company of this Agreement and the  Registration  Rights
Agreement,  and (2) the issuance and sale of the Shares as  contemplated by this
Agreement other than (w) the listing of the Shares on the Nasdaq  SmallCap,  (x)
registration  of the resale of the Shares under the 1933 Act as  contemplated by
the Registration  Rights  Agreement,  and (y) filing of one or more Forms D with
respect to the Shares as required  under  Regulation D of the  Securities Act of
1933 and related filings under applicable state securities laws.

                  (g) INFORMATION  PROVIDED.  The information  provided by or on
behalf  of  the  Company  to the  Buyer  in  connection  with  the  transactions
contemplated by this Agreement,  including,  without limitation, the information
referred  to in Section  2(e) of this  Agreement,  does not  contain  any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they are made, not misleading,  it being  understood that, for purposes of
this Section 3(g), any statement  contained in such information  shall be deemed
to be modified or  superseded  for  purposes of this  Section 3(g) to the extent
that a statement in any document included in such information which was prepared
or filed with the SEC on a later  date  modifies  or  replaces  such  statement,
whether or not such later prepared or filed statement so states. The Company has
not filed any reports with the SEC under the 1934 Act since December 31, 1998.

                  (h) ABSENCE OF CERTAIN CHANGES. Except as disclosed in the SEC
Reports,  since December 31, 1997, there has been no material adverse change and
no  material  adverse  development  in  the  business,  properties,  operations,
condition  (financial  or other),  results of  operations  or  prospects  of the
Company. Except as and to the extent disclosed, reflected or reserved against in
the financial  statements  of the Company and the notes thereto  included in the
SEC  Reports,  the Company has no material  (individually  or in the  aggregate)


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liabilities,  debts or  obligations  whether  accrued,  absolute,  contingent or
otherwise,  and whether due or to become  due.  Since  December  31,  1997,  the
Company has not incurred any  liabilities,  debts or  obligations  of any nature
whatsoever which are  individually or in the aggregate  material to the Company,
other than those incurred in the ordinary course of their respective  businesses
or disclosed in the SEC Reports.

                  (i) ABSENCE OF CERTAIN PROCEEDINGS. Except as described in the
SEC  Reports,  there is no action  pending or, to the  knowledge of the Company,
threatened  against  the  Company,  in any such case  likely to have a  material
adverse  effect on the  business,  properties,  condition  (financial or other),
results  of  operations  or  prospects  of  the  Company  or  the   transactions
contemplated  by this Agreement or any of the documents  contemplated  hereby or
which would adversely affect the validity or enforceability of, or the authority
or ability of the Company to perform its  obligations  under,  this Agreement or
any of such other  documents;  neither the  Company nor any  director or officer
thereof  is or has been  the  subject  of any  action  involving  (i) a claim of
violation of or liability under federal or state securities laws or (ii) a claim
of breach of fiduciary  duty.  The Company does not have pending  before the SEC
any request for  confidential  treatment of  information  and to the best of the
Company's  knowledge no such  request  will be made by the Company  prior to the
time the Registration  Statement relating to the Shares which is contemplated by
the  Registration  Rights  Agreement is first ordered  effective by the SEC; and
there has not been,  and the  Company  has not been  notified  of any pending or
contemplated  any  investigation by the SEC involving the Company or any current
or former director or officer of the Company.

                  (j) SEC  FILINGS.  The Company has timely  filed all  required
forms,  reports and other documents  required to be filed with the SEC under the
1934 Act. All of such forms,  reports and other documents complied,  when filed,
in all material respects,  with all applicable  requirements of the 1933 Act and
the 1934 Act.

                  4. CERTAIN COVENANTS AND ACKNOWLEDGEMENTS.

                  (a)   TRANSFER   RESTRICTIONS.   The  Company  and  the  Buyer
acknowledge  and  agree  that (1) the  Shares  have  not been and are not  being
registered  for  resale  under  the  1933 Act  (other  than as  provided  in the
Registration Rights Agreement), and the Securities may not be transferred unless
(A)  subsequently  registered for resale  thereunder or (B) the Buyer shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
scope and substance to the Company,  to the effect that the Shares to be sold or
transferred  may be sold or  transferred  pursuant  to an  exemption  from  such
registration  and (2) any  resale of the  Shares  made in  reliance  on Rule 144
promulgated  under the 1933 Act may be made only in accordance with the terms of
Rule 144 and further,  if Rule 144 is not applicable,  any such resale of Shares
under  circumstances in which the seller, or the person through whom the sale is
made, may be deemed to be an underwriter,  as that term is used in the 1933 Act,
may require compliance with some other exemption under the 1933 Act or the rules
and regulations of the SEC thereunder.

                  (c)      RESTRICTIVE LEGEND.


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                  The Buyer further acknowledges and agrees that until such time
as the Shares have been registered for resale under the 1933 Act as contemplated
by the Registration  Rights Agreement and such  registration  statement has been
declared effective by the Securities and Exchange  Commission,  the certificates
for the Shares may bear a restrictive legend in substantially the following form
(and a stop-transfer  order may be placed against  transfer of the  certificates
for the Shares):

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended.  The securities have been
         acquired for investment and may not be resold,  transferred or assigned
         in  the  absence  of  an  effective   registration  statement  for  the
         securities under the Securities Act of 1933, as amended,  or an opinion
         of counsel  reasonably  acceptable to the Company that  registration is
         not required under said Act.

                  (c) REGISTRATION  RIGHTS  AGREEMENT.  On or before the Closing
Date, the parties hereto agree to enter into the  Registration  Rights Agreement
in the form attached hereto as ANNEX I.

                  (d) FORM D. The Company  agrees to file a Form D with  respect
to the Shares as required  under  Regulation  D and to provide a copy thereof to
the Buyer  promptly  after such filing.  The Buyer agrees to cooperate  with the
Company in  connection  with such filing and,  upon request of the  Company,  to
provide all  information  relating  to the Buyer  reasonably  required  for such
filing.

                  (e)  AUTHORIZATION FOR TRADING;  REPORTING STATUS.  Within ten
business  days after the  Closing,  the Company  shall file a  notification  for
listing of additional shares with the Nasdaq SmallCap relating to the Shares and
provide evidence of such filing to the Buyer. So long as the Buyer  beneficially
owns any of the Shares,  the Company shall file all reports required to be filed
with the SEC  pursuant  to Section  13 or 15(d) of the 1934 Act and the  Company
shall not voluntarily terminate its status as an issuer required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations  thereunder
would permit such termination.

                  (f) BLUE SKY LAWS.  The Company  shall take such action as and
to the extent it shall be  necessary  or required  to  qualify,  or to obtain an
exemption  for,  the  Shares  pursuant  to  this  Agreement  under  such  of the
securities  or "blue sky" laws of  jurisdictions  as shall be  applicable to the
sale of the Shares pursuant to this Agreement.  The Company shall furnish copies
of all filings,  applications,  orders and grants or confirmations of exemptions
relating to such securities or "blue sky" laws.

                  (g) CERTAIN  EXPENSES  Whether or not any closing occurs,  the
Company shall pay or reimburse the Buyer for all reasonable expenses (including,
without limitation, legal fees and expenses of counsel to the Buyer) incurred by
the Buyer,  not in excess of $3,000,  in connection  with this Agreement and the
transactions contemplated hereby.

                  (h) CERTAIN TRADING RESTRICTIONS. The Buyer agrees that on the
Closing Date it will have no short position in the Common Stock.  So long as the
Company is in compliance in all material  respects with its  obligations  to the
Buyer under this  Agreement and the  Registration  Rights  Agreement,  the Buyer


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agrees that (1) from the Closing Date until the SEC  Effective  Date (as defined
in the Registration Rights Agreement),  it will not sell or contract to sell any
shares  of  Common  Stock  or  engage  in  any  short  sales  or  other  hedging
transactions  relating to the Common  Stock,  (2) during the period from the SEC
Effective  Date to the date on which the Buyer no longer owns any Common Shares,
the Buyer shall not engage in short sales or other hedging transactions relating
to the Common Stock.

                  (i)  BEST   EFFORTS.   Each  of  the  parties  shall  use  its
commercially reasonably best efforts timely to satisfy each of the conditions to
the other  party's  obligations  to sell and  purchase  the  Shares set forth in
Section 6 or 7, as the case may be, of this  Agreement  on or before the Closing
Date.

                  5.       CLOSING.

                  Subject to the  satisfaction  or waiver of the  conditions set
forth in  Sections 6 and 7, the  Closing  shall take place  shall be 12:00 noon,
Seattle,  Washington time (the "CLOSING"),  on or before the date which is three
Business Days after the date of this Agreement, or such other mutually agreed to
time.  The closing of such sale of the Shares shall occur on the Closing Date at
the offices of Preston Gates & Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle,
Washington 98104.

                  6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL AND ISSUE.

                  The Buyer  understands  that the Company's  obligation to sell
the Shares to the Buyer pursuant to this Agreement at the Closing is conditioned
upon the  satisfaction  of the following  conditions  precedent on or before the
Closing  (any  or all of  which  may  be  waived  by  the  Company  in its  sole
discretion):

                  (a)  Delivery  by the Buyer to the  Company  of good  funds as
payment in full of an amount equal to the Per Share  Purchase  Price for each of
the Shares;

                  (b) The  accuracy on the Closing  Date of the  representations
and  warranties  of the  Buyer  contained  in this  Agreement  as if made on the
Closing Date and the  performance  by the Buyer on or before the Closing Date of
all covenants and  agreements of the Buyer required to be performed on or before
the Closing Date; and

                  (c) On the Closing Date,  no legal action,  suit or proceeding
shall  be  pending  or  threatened  which  seeks to  restrain  or  prohibit  the
transactions contemplated by this Agreement.

                  7.       CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

                  The  Company   understands  that  the  Buyer's  obligation  to
purchase the Shares from the Company  pursuant to this  Agreement at the Closing
is conditioned upon the satisfaction of the following conditions precedent on or
before the  Closing  (any or all of which may be waived by the Buyer in its sole
discretion):


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                  (a) Delivery by the Company of the certificates for the Shares
for the account of the Buyer in accordance  with this Agreement  (such delivery,
the parties agree, may be up to three days after the Closing);

                  (b) The  accuracy on the Closing  Date of the  representations
and  warranties  of the Company  contained  in this  Agreement as if made on the
Closing Date and the performance by the Company on or before the Closing Date of
all  covenants  and  agreements  of the Company  required to be  performed on or
before the  Closing  Date and receipt by the Buyer of a  certificate,  dated the
Closing Date, of the Chief Executive  Officer or the Chief Financial  Officer of
the Company  confirming  such  matters  and such other  matters as the Buyer may
reasonably request;

                  (c) The  receipt  by the  Buyer of a  certificate,  dated  the
Closing  Date, of the  Secretary of the Company  certifying  (1) the Articles of
Incorporation  and By-Laws of the Company as in effect on the Closing Date,  (2)
all  resolutions  of the Board of  Directors  (and  committees  thereof)  of the
Company relating to this Agreement and the transactions  contemplated hereby and
(3) such other matters as reasonably requested by the Buyer;

                  (e) The  parties  shall have  executed a  Registration  Rights
Agreement in the form attached hereto as ANNEX I;

                  (f) The Company and the  Company's  transfer  agent shall have
executed  an Order to Issue  and  Register  substantially  in the form  attached
hereto as Annex II.

                  (g) Receipt by the Buyer on the Closing  Date of an opinion of
Preston Gates & Ellis LLP,  counsel for the Company,  dated the Closing Date, in
form, scope and substance reasonably satisfactory to the Buyer;

                  (h)  The  Buyer  shall  have  received  a  Certificate  of the
Company's  transfer  agent  dated as of the  Closing  substantially  in the form
attached hereto as Annex III; and

                  (i) On the Closing Date,  no legal action,  suit or proceeding
shall  be  pending  or  threatened  which  seeks to  restrain  or  prohibit  the
transactions contemplated by this Agreement.

                  8.       MISCELLANEOUS.

                  (a)      GOVERNING LAW. This Agreement  shall be governed by
and  interpreted in accordance  with the laws of the State of Washington.

                  (b)   COUNTERPARTS.   This   Agreement   may  be  executed  in
counterparts  and by the parties hereto on separate  counterparts,  all of which
together shall constitute one and the same instrument.  A facsimile transmission
of this Agreement bearing a signature on behalf of a party hereto shall be legal
and binding on such party. Although this Agreement is dated as of the date first


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set forth above,  the actual date of execution and delivery of this Agreement by
each party is the date set forth below such party's  signature on the  signature
page hereof. Any reference in this Agreement or in any of the documents executed
and delivered by the parties  hereto in  connection  herewith to (1) the date of
execution  and  delivery  of this  Agreement  by the  Buyer  shall  be  deemed a
reference  to the date set forth below the Buyer's  signature  on the  signature
page  hereof,  (2) the date of execution  and delivery of this  Agreement by the
Company  shall be deemed a reference  to the date set forth below the  Company's
signature  on the  signature  page  hereof  and (3) the  date of  execution  and
delivery  of this  Agreement  or the  date of  execution  and  delivery  of this
Agreement by the Buyer and the Company  shall be deemed a reference to the later
of the dates set forth below the signatures of the parties on the signature page
hereof.

                  (c) HEADINGS, ETC. The headings,  captions and footers of this
Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.

                  (d) SEVERABILITY.  If any provision of this Agreement shall be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other jurisdiction.

                  (e) AMENDMENTS. No amendment,  modification, waiver, discharge
or  termination  of any provision of this Agreement nor consent to any departure
by the Buyer or the Company therefrom shall in any event be effective unless the
same shall be in writing and signed by the party to be charged with enforcement,
and then shall be effective  only in the  specific  instance and for the purpose
for which given.  No course of dealing  between the parties hereto shall operate
as an amendment of this Agreement.

                  (f)  WAIVERS.  Failure of any party to  exercise  any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy,  or any  course of  dealings  between  the  parties,  shall not
operate as a waiver  thereof  or an  amendment  hereof,  nor shall any single or
partial   exercise  of  any  such  right  or  power,   or  any   abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or exercise of any other right or power.

                  (g)  NOTICES.  Any notices  required or  permitted to be given
under the terms of this  Agreement  shall be delivered  personally  (which shall
include telephone line facsimile  transmission with answer back confirmation) or
by courier and shall be effective  upon receipt,  if delivered  personally or by
courier,  in the case of the  Company  addressed  to the  Company at its address
shown  in  the  introductory  paragraph  of  this  Agreement,  Attention:  Chief
Financial Officer (telephone line facsimile transmission number (206) 652-9075),
or,  in the case of the  Buyer,  at its  address  or  telephone  line  facsimile
transmission  number shown on the signature page of this Agreement,  with a copy
to Matthew Swartz;  Brobeck  Phleger & Harrison LLP, One Market,  San Francisco,
California,  94105 (telephone line facsimile transmission number (415) 442-1010)
or such other address or telephone line facsimile transmission number as a party
shall  have  provided  by  notice  to the other  party in  accordance  with this
provision.


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                  (h)  ASSIGNMENT.  No party to this  Agreement  may assign,  by
operation of law or otherwise, all or any portion of its rights, obligations, or
liabilities  under  this  Agreement  without  the prior  written  consent of the
Company.

                  (i) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The respective
representations,  warranties,  covenants  and  agreements  of the  Buyer and the
Company  contained  in  this  Agreement  or  made  by  or  on  behalf  of  them,
respectively,  pursuant to this Agreement  shall survive the delivery of payment
for the Shares  and shall  remain in full  force and  effect  regardless  of any
investigation made by or on behalf of them or any Person controlling or advising
any of them.

                  (j) ENTIRE  AGREEMENT.  This  Agreement  and the  Registration
Rights Agreement set forth the entire agreement  between the parties hereto with
respect to the subject  matter  hereof and supersede  all prior  agreements  and
understandings, whether written or oral, with respect thereto.

                  (k)  TERMINATION.  The Buyer shall have the right to terminate
this  Agreement  by giving  notice to the Company at any time at or prior to the
Closing Date if:

                  (1) the Company shall have failed,  refused, or been unable at
         or prior to the date of such  termination  of this Agreement to perform
         any of its obligations hereunder;

                  (2)      any other condition of the Buyer's obligations 
hereunder is not fulfilled; or

                  (3) the  closing  of the  sale of the  Shares  shall  not have
         occurred on or before February 5, 1999,  other than solely by reason of
         a breach of this Agreement by the Buyer.

Any such termination shall be effective upon the giving of notice thereof by the
Buyer. Upon such termination,  the Buyer shall have no further obligation to the
Company  hereunder  and the Company  shall remain  liable for any breach of this
Agreement or the other documents  contemplated hereby which occurred on or prior
to the date of such termination.

                  (l)  FURTHER  ASSURANCES.  Each party to this  Agreement  will
perform any and all acts and execute any and all  documents  as may be necessary
and proper  under the  circumstances  in order to  accomplish  the  intents  and
purposes of this Agreement and to carry out its provisions.

                  (m) PUBLIC  STATEMENTS,  PRESS RELEASES,  ETC. The Company and
the Buyer shall have the right to approve before  issuance any press releases or
any other  public  statements  with  respect  to the  transactions  contemplated
hereby; PROVIDED, HOWEVER, that the Company shall be entitled, without the prior
approval of the Buyer, to make any press release or other public disclosure with
respect to such  transactions  as is required by applicable law and  regulations
(although  the Buyer shall be  consulted by the Company in  connection  with any
such press release or other public disclosure prior to its release).

                  (n) CONSTRUCTION.  The language used in this Agreement will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rules of strict construction will be


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 applied against any party.


                                       11


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<PAGE>



                     SUBSCRIPTION AGREEMENT--SIGNATURE PAGE

         IN WITNESS WHEREOF,  this Agreement has been duly executed by the Buyer
and the Company by their respective officers or other representatives  thereunto
duly authorized on the respective dates set forth below.

                      BUYERS

                      Name         Robert S. Colman as Trustee UDT dated 3/13/85
                      Number of Shares      100,000

                      Name         UMBTRU
                      Number of Shares      2,000,000

                      Name         Larry Arnold
                      Number of Shares      46,000

                      Name         Wayne W. Mills
                      Number of Shares      50,000

                      Name         David R. Wilmerding
                      Number of Shares      200,000

                      Name         Jon C. Baker
                      Number of Shares      200,000

                      ONHEALTH NETWORK COMPANY


                      By:  \s\ Michael D. Conway
                          ------------------------
                            Name: Michael D. Conway
                            Title: Vice President

                            Date: January 29, 1999




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                                                                    ANNEX II
                            OnHealth Network Company
                          808 Howell Street, Suite 400
                                Seattle, WA 98101

                                January 29, 1999

American Stock Transfer and Trust Company

         RE:  ORDER TO ISSUE AND REGISTER

Ladies and Gentlemen:

         The Board of  Directors  of  OnHealth  Network  Company,  a  Washington
corporation (the  "Company"),  has authorized the issuance and sale of 2,596,000
shares of the  Company's  Common  Stock (the  "Common  Stock"),  pursuant to the
Subscription  Agreement,  dated January 29, 1999 (the "Subscription  Agreement")
between the Company and UMBTRU,  Robert S. Colman as Trustee UDT dated  3/13/85,
Wayne W.  Mills,  Larry  Arnold,  David R.  Wilmerding,  and Jon C.  Baker  (the
"Purchasers").  The Company is selling  2,596,000  shares of its Common Stock to
the Purchasers. You are, therefore, hereby authorized and requested, as Transfer
Agent and Registrar of the Company's Common Stock: (i) to issue and register for
original  issuance  2,596,000  shares of the Company's Common Stock in the names
and amounts set forth on the attached Exhibit A, and (ii) to cause  certificates
representing  such shares of Common Stock to the  Purchasers  to be delivered to
the Purchasers at the addresses set forth on the attached Exhibit A

         Attached please find a copy of the opinion of Preston Gates & Ellis LLP
regarding the due  authorization  of the Common Stock  issuable  pursuant to the
Subscription Agreement.


                                                     Very truly yours,

                                                     ON HEALTH NETWORK COMPANY

                                                     --------------------------
                                                     Michael D. Conway
                                                     Vice President

ACCEPTED AND AGREED:

American Stock Transfer and Trust Company


By 
   -------------------------------------                       
 Print Name: 
             ---------------------------                     


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<PAGE>





                                    EXHIBIT A

                               LIST OF PURCHASERS

Name                           Robert S. Colman as Trustee UDT dated 3/13/85
Number of Shares               100,000
Send Shares to #1 Below

Name                           UMBTRU
Number of Shares               2,000,000
Send Shares to #1 Below

Name                           Larry Arnold
Number of Shares               46,000
Send Shares to #1 Below

Name                           Wayne W. Mills
Number of Shares               50,000
Send Shares to #1 Below

Name                           David R. Wilmerding
Number of Shares               200,000
Send Shares to #2 Below

Name                           Jon C. Baker
Number of Shares               200,000
Send Shares to #2 Below

#1
Brobeck, Phleger & Harrison LLP
One Market, Spear Street Tower
San Francisco, CA 94105
Attention:  Matthew B. Swartz
Telephone: (415) 442-0900

#2

Charles Shchwab & Co
Institutional Service Group
1958 Summit Park Place
Suite 500
Orlando, Florida 32810-5938
Attention: Shandra Whitley


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<PAGE>


                                                                     ANNEX III

                            OnHealth Network Company

                   CERTIFICATE OF TRANSFER AGENT AND REGISTRAR


         American  Stock  Transfer and Trust  Company (the  "Agent") does hereby
certify that:

         1. The Agent is duly  appointed and authorized to act as Transfer Agent
and  Registrar  for the Common  Stock,  par value  $0.01 per share (the  "Common
Stock"), of OnHealth Network Company, a Washington corporation (the "Company").

         2. The Agent,  as  Transfer  Agent and  Registrar,  pursuant to written
instructions  from the Company,  has duly issued,  countersigned  and registered
certificates  evidencing an aggregate of 2,596,000 shares of Common Stock of the
Company as an  original  issue by the  Company,  in the names and  denominations
previously         requested         by          ______________________________,
______________________________,        ______________________________,       and
______________________________   (the   "Purchasers")   as  set   forth  on  the
Subscription Agreement, dated as of
January 29, 1999, by and between the Company and the Representative.

         3. Such  certificates  were signed by duly  authorized  officers of the
Company by their facsimile signatures and countersigned and registered on behalf
of the Agent, as Transfer Agent and Registrar, by a representative of the Agent,
who,  at the  time of  affixing  his or her  signature,  was and  still  is duly
authorized to countersign and register said certificates.

         4. The Agent is duly and validly  registered  as a "Transfer  Agent" in
accordance  with  Section  17A(c) of the  Securities  Exchange  Act of 1934,  as
amended.

         5.  There  are a total of  __________  shares  of  Common  Stock of the
Company  issued and  outstanding  as of this date,  after  giving  effect to the
action described in paragraph 2 above.

         IN  WITNESS  WHEREOF,  the  Agent has  caused  this  Certificate  to be
executed by a duly authorized officer on its behalf on January 29, 1999.


                                       American Stock Transfer & Trust Company

                                       By:  ________________________________
                                                Name:
                                                Title:



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