EXHIBIT 4.7

                                                                     ANNEX I

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION  RIGHTS  AGREEMENT,  dated as of January 29,
1999 (this  "AGREEMENT"),  is made by and between OnHealth  Network  Company,  a
Washington  corporation  (the  "COMPANY"),  and the  Investors  set forth on the
signature page hereto (the "INVESTORS").

                                   WITNESSETH:

                  WHEREAS, in connection with the Subscription Agreement,  dated
as of January 29, 1999, between the Investors and the Company (the "SUBSCRIPTION
AGREEMENT"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the
conditions  of the  Subscription  Agreement,  to issue and sell to the Investors
shares of Common Stock, $.01 par value (the "SHARES");

                  WHEREAS,  to induce the  Investors  to execute and deliver the
Subscription  Agreement,  the Company has agreed to provide certain registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"SECURITIES  ACT"),  and applicable  state  securities  laws with respect to the
Registrable  Securities (as defined below) issuable to or for the account of the
Investors pursuant to the Subscription Agreement;

                  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 Company and the
Investor hereby agree as follows:

                  1.       DEFINITIONS.

                  (a) As used in this Agreement,  the following terms shall have
the following meanings:

                  "Exchange Act" means the Securities Exchange Act of 1934, as
 amended.

                  "Investor"  or  "Investors"  means the  Investor and the other
purchasers of Shares pursuant to the Subscription Agreement.

                  "Nasdaq" means the Nasdaq SmallCap Market.

                  "register," "registered,"  and  "registration"  refer  to  a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a

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continuous  basis ("Rule 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").

                  "Registrable Securities" means the Shares.

                  "Registration  Period"  means the period from the Closing Date
to the  earlier  of (i) the  date  which  is two  years  after  the date of this
Agreement,  (ii) the date on which each Investor may sell all of its Registrable
Securities  without  registration under the Securities Act pursuant to Rule 144,
without  restriction on the manner of sale or the volume of securities which may
be sold in any period and without the  requirement  for the giving of any notice
to, or the  making of any filing  with,  the SEC and (iii) the date on which the
Investors no longer beneficially own any Registrable Securities.

                  "Registration Statement" means a registration statement of the
Company under the Securities Act, including any amendment thereto.

                  "Rule 144" means Rule 144 promulgated under the Securities Act
or any other similar rule or regulation of the SEC that may at any time permit a
holder of any securities to sell securities of the Company to the public without
registration under the Securities Act.

                  "SEC Effective Date" means the date the Registration Statement
is first declared effective by the SEC.

                  "SEC Filing Date" means the date the Registration Statement is
first filed with the SEC pursuant to Section 2(a).

                  (b) Capitalized terms defined in the introductory paragraph or
the  recitals  to this  Agreement  shall have the  respective  meanings  therein
provided.  Capitalized  terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Subscription Agreement.

                  2.       REGISTRATION.

                  (A) MANDATORY REGISTRATION.  The Company shall prepare, and on
or prior to March 1, 1999,  file with the SEC a  Registration  Statement on Form
S-3, or, if Form S-3 is not available,  Form S-1 or S-2,  which,  on the date of
filing with the SEC,  covers the resale by the Investor the Shares sold pursuant
to the Subscription Agreement.

                  (B)  CERTAIN   OFFERINGS.   If  any  offering  pursuant  to  a
Registration  Statement pursuant to Section 2(a) hereof involves an underwritten
offering,  Investors  who  hold  a  majority  in  interest  of  the  Registrable
Securities subject to such underwritten  offering shall have the right to select
one legal counsel and an investment banker or bankers and manager or managers to
administer  the  offering,  which  investment  banker or  bankers  or manager or


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managers shall be reasonably satisfactory to the Company. The Investors who hold
the  Registrable  Securities to be included in such  underwriting  shall pay all
underwriting  discounts  and  commissions  and other fees and  expenses  of such
investment  banker or bankers and manager or managers so selected in  accordance
with this Section 2(b) (other than fees and expenses relating to registration of
Registrable Securities under federal or state securities laws, which are payable
by the Company  pursuant to Section 5 hereof) with respect to their  Registrable
Securities  and the fees and  expenses of such legal  counsel so selected by the
Investors.

                  (C) OTHER  REGISTRATIONS.  The Company  will not file  another
registration statement with the SEC covering shares of Common Stock prior to the
SEC Effective Date, other than registration statements on Form S-4 or S-8.

                  3.       OBLIGATIONS OF THE COMPANY. In connection with the 
registration of the Registrable  Securities,  the Company shall:

                  (a)  prepare  promptly,  and file with the SEC not later  than
March 1, 1999,  a  Registration  Statement  with respect to the number of Shares
sold  pursuant  to the  Subscription  Agreement(s)  and  thereafter  to use  its
commercially  reasonable  best  efforts  to cause  such  Registration  Statement
relating to Registrable  Securities to become effective prior to March 30, 1999,
and keep the Registration  Statement effective pursuant to Rule 415 at all times
during the Registration  Period; and the Company represents and warrants to, and
covenants  and  agrees  with,  the  Investors  that the  Registration  Statement
(including  any  amendments or supplements  thereto and  prospectuses  contained
therein),  at the time it is first filed with the SEC, at the time it is ordered
effective  by the  SEC  and at all  times  during  which  it is  required  to be
effective  hereunder  (and each such  amendment and supplement at the time it is
filed  with the SEC and at all times  during  which it is  available  for use in
connection  with the offer  and sale of the  Registrable  Securities)  shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein,  or necessary to make the statements  therein, in
light of the circumstances in which they were made, not misleading;

                  (b) prepare and file with the SEC such  amendments  (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective at all times during the
Registration  Period,  and,  during the  Registration  Period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statement;

                  (c) furnish to each Investor whose Registrable  Securities are
included in the Registration Statement and its legal counsel, (1) promptly after
the same is prepared and publicly distributed, filed with the SEC or received by
the Company,  one copy of the Registration  Statement and any amendment thereto,
each  preliminary  prospectus  and  prospectus  and each amendment or supplement


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thereto,  each  letter  written by or on behalf of the Company to the SEC or the
staff of the SEC and each  item of  correspondence  from the SEC or the staff of
the SEC relating to such  Registration  Statement (other than any portion of any
thereof which contains information for which the Company has sought confidential
treatment)  and  (2)  such  number  of  copies  of  a  prospectus,  including  a
preliminary  prospectus,  and all  amendments and  supplements  thereto and such
other documents,  as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;

                  (d) use  commercially  reasonable best efforts to (i) register
and qualify the Registrable  Securities  covered by the  Registration  Statement
under such  securities or blue sky laws of such  jurisdictions  as the Investors
who hold a majority in  interest of the  Registrable  Securities  being  offered
reasonably request, (ii) prepare and file in those jurisdictions such amendments
(including post-effective  amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness  thereof at all
times until the end of the Registration Period, (iii) take such other actions as
may be necessary to maintain such  registrations and qualifications in effect at
all times  during  the  Registration  Period  and (iv)  take all  other  actions
reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions; PROVIDED, HOWEVER, that the Company shall not be required
in connection  therewith or as a condition thereto (I) to qualify to do business
in any jurisdiction  where it would not otherwise be required to qualify but for
this  Section  3(d),  (II) to  subject  itself to general  taxation  in any such
jurisdiction,  (III) to file a general consent to service of process in any such
jurisdiction,  (IV) to provide  any  undertakings  that cause more than  nominal
expense or burden to the  Company or (V) to make any change in its  Articles  of
Incorporation  or  by-laws,  which in each  case the Board of  Directors  of the
Company  determines to be contrary to the best  interests of the Company and its
shareholders;

                  (e) in the event  that the  Registrable  Securities  are being
offered in an  underwritten  offering,  enter into and perform  its  obligations
under an underwriting agreement, in usual and customary form, including, without
limitation,  customary  indemnification and contribution  obligations,  with the
underwriters of such offering;

                  (f) as promptly as  practicable  after  becoming aware of such
event or  circumstance,  notify each  Investor of any event or  circumstance  of
which the Company has knowledge, as a result of which the prospectus included in
the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading,  and use its best  efforts  promptly  to
prepare a supplement or amendment to the Registration  Statement to correct such
untrue statement or omission,  file such supplement or amendment with the SEC at
such time as shall permit the Investors to sell Registrable  Securities pursuant
to the Registration Statement as promptly as practical,  and deliver a number of
copies of such  supplement  or amendment to each  Investor as such  Investor may
reasonably request;

                  (g) as promptly as  practicable  after  becoming aware of such
event, notify each Investor who holds Registrable  Securities being sold (or, in


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the  event  of an  underwritten  offering,  the  managing  underwriters)  of the
issuance by the SEC of any stop order or other  suspension of  effectiveness  of
the Registration Statement at the earliest possible time;

                  (h)  permit a single  firm of  counsel  designated  as selling
shareholders'  counsel by the  Investors  who hold a majority in interest of the
Registrable  Securities  being  sold to review and  comment on the  Registration
Statement and all amendments and supplements thereto a reasonable period of time
prior to their filing with the SEC;

                  (i) make generally  available to its security  holders as soon
as practical,  but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the Securities Act) covering a twelve-month  period beginning not
later than the first day of the  Company's  fiscal  quarter next  following  the
effective date of the Registration Statement;

                  (j) at the  request of the  Investors  who hold a majority  in
interest of the  Registrable  Securities  being  sold,  furnish on the date that
Registrable  Securities  are  delivered to an  underwriter,  if any, for sale in
connection with the Registration  Statement (i) a letter,  dated such date, from
the Company's  independent certified public accountants in form and substance as
is customarily given by independent certified public accountants to underwriters
in an underwritten public offering,  addressed to the underwriters;  and (ii) an
opinion,  dated such date, from counsel representing the Company for purposes of
such Registration Statement, in form and substance as is customarily given in an
underwritten public offering, addressed to the underwriters and the Investors;

                  (k) use its  best  efforts  (i) to cause  all the  Registrable
Securities  covered by the Registration  Statement to be listed on the Nasdaq or
such other principal  securities market on which securities of the same class or
series  issued by the Company are then listed or traded or (ii) if securities of
the same class or series as the  Registrable  Securities  are not then listed on
Nasdaq or any such  other  securities  market,  to cause all of the  Registrable
Securities  covered by the  Registration  Statement to be listed on the New York
Stock Exchange, the American Stock Exchange or the Nasdaq National Market;

                  (l)  provide a transfer  agent and  registrar,  which may be a
single entity, for the Registrable  Securities not later than the effective date
of the Registration Statement;

                  (m)  during the period the  Company is  required  to  maintain
effectiveness  of the  Registration  Statement  pursuant  to Section  3(a),  the
Company  shall not bid for or purchase any Common Stock or any right to purchase
Common  Stock or attempt to induce any person to purchase  any such  security or
right if such bid,  purchase or attempt  would in any way limit the right of the
Investors to sell Registrable  Securities by reason of the limitations set forth
in Regulation M under the Exchange Act; and

                  (n) take all other  reasonable  actions  necessary to expedite
and  facilitate  disposition  by the  Investors  of the  Registrable  Securities
pursuant to the Registration Statement.


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                  4.  OBLIGATIONS  OF THE  INVESTORS.  In  connection  with  the
registration  of the  Registrable  Securities,  the  Investors  shall  have  the
following obligations:

                  (a) It shall be a condition  precedent to the  obligations  of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable  Securities of a particular Investor that such Investor shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such registration as the Company may reasonably  request. At least four (4)
days prior to the first anticipated  filing date of the Registration  Statement,
the Company shall notify each Investor of the information  the Company  requires
from each such Investor (the "REQUESTED  INFORMATION") if any of such Investor's
Registrable Securities are eligible for inclusion in the Registration Statement.
If at least one (1)  business  day prior to the filing  date the Company has not
received  the  Requested   Information  from  an  Investor  (a   "NON-RESPONSIVE
INVESTOR"),  then  the  Company  may  file the  Registration  Statement  without
including Registrable  Securities of such Non-Responsive  Investor but shall not
be relieved of its  obligation  to file a  Registration  Statement  with the SEC
relating to the Registrable Securities of such Non-Responsive  Investor promptly
after such Non-Responsive Investor provides the Requested Information;

                  (b)  Each  Investor  by  such  Investor's  acceptance  of  the
Registrable  Securities  agrees to  cooperate  with the  Company  as  reasonably
requested by the Company in connection  with the  preparation  and filing of the
Registration Statement hereunder,  unless such Investor has notified the Company
in  writing  of such  Investor's  election  to  exclude  all of such  Investor's
Registrable Securities from the Registration Statement;

                  (c) In the event  Investors  holding a majority in interest of
the Registrable  Securities being registered determine to engage the services of
an  underwriter,  each Investor agrees to enter into and perform such Investor's
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition of the Registrable Securities, unless such Investor has notified the
Company in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from the Registration Statement;

                  (d) Each Investor agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind  described in Section 3(f)
or 3(g), such Investor will immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended  prospectus  contemplated by Section 3(f) or 3(g) and, if so directed by
the Company,  such Investor  shall deliver to the Company (at the expense of the


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Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies  in such  Investor's  possession  of the  prospectus  covering  such
Registrable Securities current at the time of receipt of such notice; and

                  (e)  No  Investor   may   participate   in  any   underwritten
registration  hereunder  unless such Investor (i) agrees to sell such Investor's
Registrable  Securities on the basis provided in any  underwriting  arrangements
approved by the Investors entitled hereunder to approve such arrangements,  (ii)
completes  and executes  all  questionnaires,  powers of attorney,  indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting  arrangements and (iii) agrees to pay its pro rata share of
all  underwriting  discounts  and  commissions  and other fees and  expenses  of
investment  bankers and any manager or managers of such  underwriting  and legal
expenses  of  the  underwriters  applicable  with  respect  to  its  Registrable
Securities,  in each case to the extent not payable by the  Company  pursuant to
the terms of this Agreement.

                  5. EFFECTIVENESS OF REGISTRATION STATEMENT; PENALTIES. Company
shall use its  commercially  reasonable  best  efforts to have the  Registration
Statement  declared  effective  prior  to  March  30,  1999.  In the  event  the
Registration  Statement has not been declared effective on or prior to April 29,
1999, the Company shall pay Investor in cash 1% of the initial investment in the
Shares  (measured  by  multiplying  $5.50 by the number of Shares  purchased  by
Investor pursuant to the Subscription Agreement), for each month after April 29,
1999 that the Registration Statement has not been declared effective.

                  6. EXPENSES OF REGISTRATION.  All reasonable  expenses,  other
than  underwriting  discounts  and  commissions  and other fees and  expenses of
investment bankers and other than brokerage commissions,  incurred in connection
with registrations,  filings or qualifications pursuant to Section 3, including,
without limitation, all registration,  listing and qualifications fees, printers
and accounting fees and the fees and  disbursements  of counsel for the Company,
shall be borne by the Company, PROVIDED,  HOWEVER, that the Investors shall bear
the fees and  out-of-pocket  expenses of the one legal  counsel  selected by the
Investors  pursuant  to Section  2(b)  hereof.  None of the  foregoing  shall be
construed  to require the  Investors  to bear the fees or expenses of counsel to
the underwriters.

                  7.  INDEMNIFICATION.  In the event any Registrable  Securities
are included in a Registration Statement under this Agreement:

                  (a) To the extent permitted by law, the Company will indemnify
and hold  harmless  each  Investor who holds such  Registrable  Securities,  the
directors,  if any, of such  Investor,  the officers,  if any, of such Investor,
each  person,  if any,  who  controls  any  Investor  within the  meaning of the
Securities  Act  or  the  Exchange  Act,  any  underwriter  (as  defined  in the
Securities Act) for the Investors,  the directors,  if any, of such  underwriter
and the  officers,  if any, of such  underwriter,  and each person,  if any, who
controls any such  underwriter  within the meaning of the  Securities Act or the
Exchange  Act (each,  an  "INDEMNIFIED  PERSON"),  against any  losses,  claims,


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damages,  liabilities  or expenses  (joint or several)  incurred  (collectively,
"CLAIMS") to which any of them may become subject under the Securities  Act, the
Exchange Act or  otherwise,  insofar as such Claims (or actions or  proceedings,
whether  commenced or threatened,  in respect thereof) arise out of or are based
upon  any  of  the  following   statements,   omissions  or  violations  in  the
Registration  Statement,  or  any  post-effective   amendment  thereof,  or  any
prospectus  included  therein:  (i)  any  untrue  statement  or  alleged  untrue
statement  of a material  fact  contained in the  Registration  Statement or any
post-effective  amendment  thereof or the omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  (ii) any untrue statement or alleged untrue
statement of a material  fact  contained in any  preliminary  prospectus if used
prior to the effective date of such Registration  Statement, or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading or (iii) any violation or alleged  violation by the Company
of the Securities Act, the Exchange Act, any state securities law or any rule or
regulation  under the Securities  Act, the Exchange Act or any state  securities
law (the matters in the foregoing clauses (i) through (iii) being, collectively,
"VIOLATIONS").  Subject  to the  restrictions  set  forth in  Section  7(d) with
respect  to the  number  of legal  counsel,  the  Company  shall  reimburse  the
Investors and each such  underwriter  or  controlling  person,  promptly as such
expenses  are  incurred  and are due and  payable,  for any legal  fees or other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 7(a): (I) shall
not apply to a Claim  arising out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by any  Indemnified  Person or underwriter for such  Indemnified  Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement,  the prospectus or any such amendment thereof or supplement  thereto,
if such prospectus was timely made available by the Company  pursuant to Section
3(c) hereof; (II) with respect to any preliminary  prospectus shall not inure to
the  benefit of any such person  from whom the person  asserting  any such Claim
purchased the  Registrable  Securities  that are the subject  thereof (or to the
benefit of any person  controlling  such  person)  if the  untrue  statement  or
omission of material fact contained in the preliminary  prospectus was corrected
in the  prospectus,  as then amended or  supplemented,  if such  prospectus  was
timely made available by the Company pursuant to Section 3(c) hereof;  and (III)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected  without the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  Such  indemnity  shall remain in full force and
effect regardless of any  investigation  made by or on behalf of the Indemnified
Person and shall  survive the  transfer  of the  Registrable  Securities  by the
Investors pursuant to Section 9.

                  (b) In connection with any Registration  Statement in which an
Investor is  participating,  each such  Investor  agrees to  indemnify  and hold
harmless,  to the same extent and in the same manner set forth in Section  7(a),
the  Company,  each  of its  directors,  each  of its  officers  who  signs  the
Registration Statement, each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act, any underwriter and any other


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shareholder selling securities pursuant to the Registration  Statement or any of
its  directors  or  officers  or any person who  controls  such  shareholder  or
underwriter  within  the  meaning  of the  Securities  Act or the  Exchange  Act
(collectively and together with an Indemnified Person, an "INDEMNIFIED  PARTY"),
against any Claim to which any of them may become subject,  under the Securities
Act, the Exchange  Act or  otherwise,  insofar as such Claim arises out of or is
based upon any  Violation,  in each case to the extent  (and only to the extent)
that such  Violation  occurs in reliance  upon and in  conformity  with  written
information  furnished  to the  Company by such  Investor  expressly  for use in
connection with such  Registration  Statement;  and such Investor will reimburse
any legal or other  expenses  reasonably  incurred by any  Indemnified  Party in
connection with  investigating or defending any such Claim;  PROVIDED,  HOWEVER,
that the indemnity  agreement  contained in this Section 7(b) shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  such  Investor,  which  consent  shall  not be
unreasonably withheld;  PROVIDED,  FURTHER,  HOWEVER, that the Investor shall be
liable  under  this  Section  7(b) for only  that  amount of a Claim as does not
exceed the amount by which the net  proceeds to such  Investor  from the sale of
Registrable  Securities pursuant to such Registration Statement exceeds the cost
of such Registrable Securities to such Investor.  Such indemnity shall remain in
full force and effect  regardless of any  investigation  made by or on behalf of
such  Indemnified  Party and  shall  survive  the  transfer  of the  Registrable
Securities by the Investors pursuant to Section 9.  Notwithstanding  anything to
the contrary contained herein, the  indemnification  agreement contained in this
Section 7(b) with respect to any preliminary  prospectus  shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary  prospectus was corrected on a timely basis in
the prospectus, as then amended or supplemented.

                  (c) The Company shall be entitled to receive  indemnities from
underwriters,  selling brokers,  dealer managers and similar securities industry
professionals participating in any distribution,  to the same extent as provided
above,  with  respect to  information  so  furnished  in writing by such persons
expressly for inclusion in the Registration Statement.

                  (d)  Promptly  after  receipt  by  an  Indemnified  Person  or
Indemnified  Party  under this  Section 7 of notice of the  commencement  of any
action  (including  any  governmental   action),   such  Indemnified  Person  or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying  party under this  Section 7, deliver to the  indemnifying  party a
written notice of the commencement thereof and the indemnifying party shall have
the right to  participate  in,  and,  to the  extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel selected by the  indemnifying  party
but reasonably acceptable to the Indemnified Person or the Indemnified Party, as
the case may be; PROVIDED,  HOWEVER,  that an Indemnified  Person or Indemnified
Party shall have the right to retain its own counsel  with the fees and expenses
to be paid by the indemnifying  party, if, in the reasonable  opinion of counsel
retained by the indemnifying  party, the  representation  by such counsel of the
Indemnified  Person or  Indemnified  Party and the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  between  such
Indemnified  Person or Indemnified Party and any other party represented by such
counsel in such  proceeding.  In such event,  the Company shall pay for only one
separate legal counsel for the  Investors;  such legal counsel shall be selected


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by the Investors  holding a majority in interest of the  Registrable  Securities
included in the Registration  Statement to which the Claim relates.  The failure
to deliver written notice to the indemnifying  party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of
any liability to the Indemnified  Person or Indemnified Party under this Section
7, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action. The  indemnification  required by this Section 6 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

                  8.  CONTRIBUTION.  To the  extent  any  indemnification  by an
indemnifying  party is  prohibited  or limited by law,  the  indemnifying  party
agrees to make the maximum contribution with respect to any amounts for which it
would  otherwise be liable under  Section 6 to the fullest  extent  permitted by
law;  PROVIDED,   HOWEVER,   that  (a)  no  contribution  shall  be  made  under
circumstances  where the maker  would not have been  liable for  indemnification
under the fault  standards set forth in Section 7, (b) no seller of  Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any seller
of   Registrable   Securities   who  was   not   guilty   of   such   fraudulent
misrepresentation  and (c) contribution by any seller of Registrable  Securities
shall be limited  in amount to the  amount by which the net  amount of  proceeds
received by such seller from the sale of such Registrable Securities exceeds the
purchase price paid by such seller for such Registrable Securities.

                  9. REPORTS UNDER EXCHANGE ACT. With a view to making available
to the Investors the benefits of Rule 144, the Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144;

                  (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

                  (c)  furnish to each  Investor so long as such  Investor  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144 and the
Exchange Act,  (ii) a copy of the most recent annual or quarterly  report of the
Company and such other  reports and  documents so filed by the Company and (iii)
such other information as may be reasonably requested to permit the Investors to
sell such securities pursuant to Rule 144 without registration.

                  10.  AMENDMENT OF REGISTRATION  RIGHTS.  Any provision of this
Agreement  may be  amended  and the  observance  thereof  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the written  consent of the Company and Investors who
hold a majority in interest of the  Registrable  Securities.  Any  amendment  or


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<PAGE>


waiver  effected in  accordance  with this Section 10 shall be binding upon each
Investor and the Company.

                  11.      MISCELLANEOUS.

                  (a) A person or entity is deemed to be a holder of Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

                  (b) Notices  required or permitted to be given hereunder shall
be in  writing  and shall be deemed to be  sufficiently  given  when  personally
delivered (by hand, by courier,  by telephone  line  facsimile  transmission  or
other means) (i) if to the Company,  at 808 Howell Street,  Suite 400,  Seattle,
Washington,  98101, Attention: Chief Financial Officer, telephone line facsimile
transmission  number  (206)  652-9075,  with a copy to C.  Kent  Carlson,  Esq.,
Preston  Gates  &  Ellis  LLP,  701  Fifth  Avenue,  Seattle,  Washington  98104
(telephone line facsimile number (206)  623-7022),  and (ii) if to the Investor,
to such address set forth on the signature page of this Agreement.

                  (c) 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, shall not operate as a waiver thereof.

                  (d)  This  Agreement  shall  be  enforced,   governed  by  and
construed in accordance  with the laws of the State of Washington  applicable to
agreements  made and to be performed  entirely  within such State.  In the event
that any  provision  of this  Agreement  is invalid or  unenforceable  under any
applicable  statute  or  rule  of law,  then  such  provision  shall  be  deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or  unenforceable  under any law shall not affect the validity
or enforceability of any other provision hereof.

                  (e) This Agreement  constitutes the entire agreement among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or  referred to herein.  This  Agreement  supersedes  all prior  agreements  and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

                  (f)  Subject to the  requirements  of  Section 9 hereof,  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of each of the parties hereto.

                  (g) All  pronouns  and any  variations  thereof  refer  to the
masculine, feminine or neuter, singular or plural, as the context may require.

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


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<PAGE>


                  (i) The Company  acknowledges  that any failure by the Company
to perform its obligations under this Agreement,  including, without limitation,
the Company's  obligations  under Section 3(n), or any delay in such performance
could  result in  damages to the  Investors  and the  Company  agrees  that,  in
addition  to any  other  liability  the  Company  may have by reason of any such
failure or delay,  the Company shall be liable for all direct and  consequential
damages caused by any such failure or delay.

                  (j)  This   Agreement   may  be   executed   in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be  delivered  to  the  other  party  hereto  by  telephone  line  facsimile
transmission  of a copy of this Agreement  bearing the signature of the party so
delivering this Agreement.



                                       12


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<PAGE>



                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed by their  respective  officers  thereunto duly authorized as of
day and year first above written.

                            ONHEALTH NETWORK COMPANY



                                                  By:/s/MICHAEL D. CONWAY
                                                     ------------------------
                                                      Name: Michael D. Conway
                                                      Title: Vice President



                                                  INVESTOR

                                                  ----------------------------




                                                  By _________________________

                                                  Its __________________________


                                       13


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<PAGE>



List of Purchasers:

                    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



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