EXHIBIT 10.17

                              EMPLOYMENT AGREEMENT

         This  Employment  Agreement  is dated as of  August  16,  1999  between
OnHealth Network Company ("OnHealth") and Ronald M. Stevens ("Stevens").

                                    RECITALS

         A.  OnHealth  is engaged in the  business of  providing  health-related
information  and analysis,  products,  services,  applications  and tools to the
general  public  through  an  Internet  web site  located  at  WWW.ONHEALTH.COM.
OnHealth may in the future expand its business to additional markets and media.

         B. OnHealth intends to employ Stevens as Chief Financial Officer.  This
Agreement  is  intended  to  memorialize  the  employment  relationship  between
OnHealth and Stevens,  and to provide Stevens with various  benefits,  including
severance benefits, if his employment is terminated under certain circumstances.

         C. As Chief Financial  Officer,  Stevens will hold a sensitive position
with  access  to,  and  requiring  knowledge  of,  OnHealth's   proprietary  and
commercially  valuable  information,  including trade secrets.  Stevens also may
have  contact  with  OnHealth's  valued   advertisers,   licensees,   licensors,
distributors,   contributors  and  viewers  (collectively,   "OnHealth  Business
Partners").  Unauthorized use or disclosure of such information, or interference
with  OnHealth's  relationships  with OnHealth  Business  Partners,  could cause
OnHealth  irreparable  injury.  This  Agreement  also is intended to assure that
OnHealth's proprietary information and materials and relationships with OnHealth
Business  Partners will be protected both during and after Stevens'  employment.
Stevens understands the need for this commitment, and acknowledges that OnHealth
would  not  have  entered  into  this  Agreement  without  his  consent  to  the
confidentiality provisions and restrictive covenants in this Agreement.

                                   AGREEMENTS

         NOW,  THEREFORE,  in consideration of Stevens'  employment by OnHealth,
Stevens' receipt of benefits under this Agreement and the other mutual covenants
in this Agreement, the parties agree as follows:

         1. EMPLOYMENT OF STEVENS.  OnHealth shall employ  Stevens,  and Stevens
shall serve as an  employee of  OnHealth,  on the terms and  conditions  in this
Agreement.

         2. POSITION AND DUTIES.  Stevens shall serve as Chief Financial Officer
and shall perform such duties as OnHealth may from time to time assign and which
are ordinarily and  customarily  assigned to an employee  occupying the position
held by Stevens.  Stevens  shall devote his full business time and attention and
best efforts to OnHealth's  business and affairs,  except with OnHealth's  prior
approval in case of (a) leaves of absence and vacation,  all in accordance  with
OnHealth's  employment  policies in effect from time to time; and (b) service on
corporate,  civil or charitable  boards or  committees  involving no conflict of
interest with


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OnHealth's  interests  and  not  significantly   interfering  with  the  regular
performance of his OnHealth duties.

         3.       COMPENSATION AND RELATED MATTERS.  During his employment under
this Agreement, Stevens shall receive the following compensation and benefits:

                  (a) BASE SALARY.  Stevens  shall  receive a base salary ("Base
Salary") at an annual rate of $125,000.  Stevens' Base Salary may be reviewed in
accordance with OnHealth's regular compensation practices.  Base Salary shall be
paid in substantially equal periodic installments,  but not less frequently than
monthly.

                  (b) BONUS.  Stevens shall be entitled to be considered  for an
annual cash bonus of up to $50,000, depending upon his achievement of milestones
to be agreed  between  OnHealth and Stevens  within 60 days of the  execution of
this  Agreement;  PROVIDED,  that any cash  bonus paid for  achievement  of 1999
milestones  shall be  one-third  (1/3) of the annual  amount  determined  by the
Board.  Cash bonuses paid for subsequent years shall be determined on a calendar
year  basis.  Cash  bonuses  shall be  payable  within 90 days of the end of the
calendar  year or at such time as cash  bonuses  are  generally  distributed  to
eligible employees.  In order to receive a cash bonus,  Stevens must be actively
employed on the date bonuses are paid.  The  milestones  for future years may be
adjusted in accordance  with  OnHealth's  regular  compensation  and performance
evaluation practices.

                  (c) FRINGE  BENEFITS.  Stevens may  participate in all benefit
programs  that  OnHealth  from time to time makes  available to other  employees
holding positions similar to that of Stevens,  subject to applicable eligibility
rules.

                  (d) STOCK  OPTIONS.  Stevens will receive  options to purchase
150,000 shares of OnHealth's common stock with an exercise price per share equal
to  OnHealth's  closing  price  on the  effective  date  of this  Agreement.  In
connection with these options, Stevens understands and agrees as follows:

                      i.       the term of the options will be ten years;

                     ii.       37,500 of the 150,000 shares will vest after
completion of one year employment,  and thereafter, the remaining 112,500 shares
will  vest on a  continuous  basis  over  the  subsequent  three  (3)  years  of
employment at a rate of 3,125 shares per month.

                     iii.      in the event of a change in control such that any
individual,  partnership, trust or other entity becomes after the effective date
of Stevens'  employment with OnHealth the "beneficial owner" (as defined in Rule
13d-3 under the Exchange  Act),  directly or  indirectly,  of 50% or more of the
combined voting power of OnHealth's outstanding securities ordinarily having the
right to vote at elections of directors of OnHealth,  this option and all of the
shares of common stock part of the option shall become immediately  exercisable,
whether or not


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such option had become  exercisable prior to the change of control  transaction,
provided  that such event does not preclude a "pooling of interest"  transaction
by the parties;

                      iv.      Stevens' rights under options are governed by the
1997 Stock Option Plan, as amended from time to time ("Plan"); and,

                       v.      the Plan gives the Administrator (i.e.,
OnHealth's  Board or designated  Committee  thereof) the power to administer and
interpret the Plan and to make and amend rules,  regulations  and guidelines for
administering the Plan.

If the Board  approves a transaction  which involves the issuance or transfer of
more than 50% of OnHealth's voting securities or if the Administrator  otherwise
determines that a transaction constitutes a change of control, Stevens' unvested
options shall  accelerate as provided in the Plan.  OnHealth  shall hold Stevens
harmless  from  any  federal  excise  tax  liability  arising  out of  any  such
acceleration  and from any federal  income tax liability on any payments made by
OnHealth in respect of such excise tax.

                  (e) EXPENSES.  In accordance with OnHealth  policies,  Stevens
shall be reimbursed for all reasonable expenses he incurs in connection with his
OnHealth duties upon presentation of such  documentation as OnHealth may require
from time to time.

         4.       TERMINATION.  Stevens' employment under this Agreement shall
continue  indefinitely,  until  terminated by OnHealth or Stevens as provided in
this Paragraph 4.

                  (a) DUE TO DEATH OR PERMANENT DISABILITY.  Stevens' employment
shall terminate upon his death or permanent disability.

                  (b) BY ONHEALTH. OnHealth may terminate Stevens' employment at
any time,  with or without Just Cause.  OnHealth  shall have "Just Cause" if its
Board  of  Directors  determines  that  Stevens  has  committed  an act or  acts
constituting  any of the following:  (i) dishonesty or fraud in connection  with
his duties for OnHealth;  (ii) disclosure of confidential or private information
regarding  OnHealth;   (iii)  sexual  harassment  or  other  violation  of  laws
prohibiting  discrimination  in connection  with his duties for  OnHealth;  (iv)
materially aiding a competitor of OnHealth;  (v)  misappropriation of a business
opportunity of OnHealth; (vi) misconduct or negligence in the performance of his
duties for OnHealth; or, (vii) a felony conviction.

                  (c) BY STEVENS.  Stevens may terminate  his  employment at any
time, with or without Good Reason. Stevens shall have "Good Reason" to terminate
in the event of (i) a forced relocation of the place for Stevens' performance of
his  duties  reasonably  requiring  a move of more  than 50  miles  in  Stevens'
residence; or, (ii) a material breach of a material provision of this Agreement,
which breach remains uncured thirty days after written notice of such breach is


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delivered to OnHealth. Good Reason shall not exist if OnHealth contemporaneously
has Just Cause to terminate Stevens' employment.

         5.       PAYMENTS UPON TERMINATION.

                  (a) If Stevens'  employment is terminated  (i) due to Stevens'
death or  permanent  disability;  (ii) by OnHealth  for Just Cause;  or (iii) by
Stevens without Good Reason, OnHealth shall pay Stevens' Base Salary through the
date of termination,  and provide such other payments and benefits as applicable
law may require.

                  (b) If  Stevens'  employment  is  terminated  (i) by  OnHealth
without Just Cause;  or (ii) by Stevens for Good  Reason,  then  OnHealth  shall
provide the following benefits,  as liquidated damages or severance benefits, or
both:

                       i.       OnHealth will continue to pay Stevens' Base
Salary for a period of 12 months (the "Severance Period").

                      ii.      OnHealth will permit the unvested stock options
under  Stevens' Stock Option  Agreement  which  otherwise  would vest during the
Severance Period to vest as if Stevens still were employed during that time.

As a condition to these benefits,  Stevens shall provide consulting  services to
OnHealth on a reasonable basis during the Severance Period. However,  OnHealth's
obligations under Paragraph 5(b) shall immediately cease if Stevens breaches any
of the covenants in Paragraphs 6 through 9 of this Agreement,  and Stevens shall
repay to OnHealth all amounts  previously  paid to Stevens  during the period of
such breach.  The amounts  withheld  and the amounts  repaid are intended by the
parties as a  reasonable  forecast of only some of the damages that would result
from Stevens' breach of Paragraphs 6, 7, 8 or 9, and not as a penalty.  Stevens'
repayment  obligation  in this  Paragraph  5(b)  shall not  preclude  OnHealth's
exercise of any other right or remedy available to it at law or in equity.

                  (c) Termination of Stevens' employment shall not waive any of
OnHealth's rights in Paragraphs 6 through 9.

         6.       CONFIDENTIALITY.

                  (a) "Confidential Information" means all information,  and all
documents  and other  tangible  things which  record it,  relating to or used in
OnHealth's  business,  whether or not a "trade  secret",  which is not generally
known to OnHealth's competitors and is disclosed to or developed by Stevens as a
result of  employment  with  OnHealth.  Confidential  Information  includes  the
following especially sensitive information:  (i) OnHealth's production processes
and techniques; (ii) OnHealth's marketing plans and strategies; (iii) OnHealth's
finances;  (iv) the identity of and special  business  relations with,  OnHealth
Business Partners; (v) OnHealth's

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software and business records, and (vi) any other information or documents which
Stevens is told or reasonably ought to know OnHealth regards as confidential.

                  (b)  Stevens  shall  hold  Confidential   Information  in  the
strictest confidence,  comply with all of OnHealth's instructions for preserving
its confidentiality,  and use it only to further OnHealth's business.  Except as
OnHealth may direct,  Stevens shall not directly or indirectly copy, disclose or
use Confidential  Information.  Stevens' Paragraph 6 obligations shall remain in
effect  with  respect  to  particular  information  until the  sooner of (i) the
longest time  permitted by applicable  law; and (ii) when that  information  has
been  publicly  disclosed  by OnHealth,  or  otherwise  is known to  competitors
without Stevens' fault.

         7. RETURN OF DOCUMENTS.  At termination  of  employment,  or earlier if
requested,  Stevens (or if deceased, his personal representative) shall promptly
surrender to OnHealth,  without retaining copies,  all tangible things which are
or  contain  Confidential  Information.  Stevens  also  shall  return all files,
correspondence, memoranda, computer software and print-outs, work papers, files,
client  lists,   telephone/address  books,  rolodex  cards,  appointment  books,
calendars,  and other tangible  things which OnHealth gave to Stevens,  or which
Stevens  created in whole or part  within the scope of his  employment,  even if
they do not contain Confidential Information.

         8. INTELLECTUAL PROPERTY.  "Intellectual  Property" includes but is not
limited to discoveries,  developments,  concepts,  marks, ideas, improvements to
existing processes, procedures, products, formulas and techniques, and all other
matters ordinarily intended by the words "intellectual property," whether or not
patentable or copyrightable, or otherwise able to be registered.

                  (a)  All  Intellectual  Property  that  Stevens  conceives  or
creates, or to which he contributes, within the scope of his employment (whether
or not during regular working hours) shall be considered "work made for hire" so
that  OnHealth  will be the sole  author and owner under  copyright,  trademark,
patent, trade secret, or other applicable laws. Stevens waives any rights he may
have in such  Intellectual  Property,  and will  sign  documents  or take  other
actions  reasonably  necessary or convenient  for OnHealth to document,  obtain,
maintain or assign its rights to such Intellectual Property.

                  (b)  Stevens  will  own  all  Intellectual  Property  that  he
creates,  develops and  expresses in tangible  medium that (i) is not within the
scope of his employment,  (ii) is not related to any project of OnHealth,  (iii)
is not created or developed  during regular working hours, and (iv) does not use
OnHealth'  computer  systems  or  other  equipment,   facilities,   Intellectual
Property, materials, personnel, or Confidential Information. If Stevens seeks to
exploit  commercially  any  Intellectual  Property  owned by him that he creates
while employed with OnHealth,  OnHealth shall have the right of first refusal to
license or assign such  Intellectual  Property for commercial  exploitation,  on
such terms as OnHealth and Stevens may mutually agree. If Stevens delivers,




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  discloses, or otherwise makes any Intellectual Property available to OnHealth,
OnHealth will be deemed to own it unless  Stevens gives prior written  notice of
any claim of ownership.

         9.       RESTRICTIVE COVENANTS.

                  (a) A "Competitor"  means any person or entity making plans to
engage  or  engaged  in  the  business  of  providing  consumer   health-related
information,  analysis, products, services, applications or tools to the general
public through the Internet.

                  (b) In consideration of OnHealth's  commitments to provide the
benefits in  Paragraphs  3(d) and 5(b),  Stevens  agrees as follows:  During his
employment with OnHealth and continuing  after the termination of employment for
any  reason  for the  lesser of 12  months  or the  longest  time  permitted  by
applicable  law,  Stevens  shall not,  unless  OnHealth  gives its prior written
consent: (i) manage,  operate,  control, or be employed by any Competitor;  (ii)
consult with, act as agent for, or otherwise assist any Competitor to compete or
prepare to compete with OnHealth;  (iii) own any interest  (other than a passive
investment  interest in a publicly traded company) in any Competitor;  (iv) take
any action which might divert from OnHealth any opportunity  within the scope of
its then business;  (v) solicit, hire or otherwise engage any person employed by
OnHealth within 6 months before Stevens'  termination,  to perform  services for
Stevens or any other  person;  or (vi) solicit,  divert,  or in any other manner
persuade  or attempt  to  persuade  any  OnHealth  Business  Partner to alter or
discontinue its relationship with OnHealth.

                  (c) The  covenants  contained in parts (i),  (ii) and (iii) of
Paragraph 9(b) shall be limited in geographical area to the United States, which
Stevens  recognizes as the area where most of the entities and persons described
in this Paragraph 9 are or may be found from time to time. Stevens  acknowledges
that the  covenants  in this  Paragraph  9 are  reasonable  in  scope,  area and
duration  and are  necessary  to  further  OnHealth's  legitimate  interests  in
protecting  Confidential  Information,  and, if applicable,  relationships  with
OnHealth Business  Partners.  Stevens represents that he has sufficient means of
support so that  observing  these  covenants will not prevent him from earning a
livelihood or supporting his dependents.

         10.      REMEDIES.

                  (a) FOR  ALLEGED  BREACH OF  PARAGRAPH  6, 7, 8 OR 9.  Stevens
acknowledges  that  OnHealth  would be  greatly  injured  by,  and would have no
adequate  remedy at law for,  Stevens' breach of Paragraph 6, 7, 8 or 9. Stevens
therefore consents that if such breach occurs or is threatened, OnHealth may, in
addition to all other remedies, enjoin Stevens (together with all persons acting
in concert with him) from such breach or threatened  breach. If an injunction is
granted,  the periods in  Paragraphs 9 shall be extended so as to commence  when
such injunction is entered.

                  (b) FOR ANY OTHER  BREACH.  For a dispute  arising  out of the
alleged  breach  of  any  other  provision  of  this  Agreement,  the  following
procedures shall apply.


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                           (i)      The parties first will make a good faith
attempt to resolve the dispute  through  mediation  in  Seattle,  Washington  in
accordance  with  the  then-current  American  Arbitration  Association  ("AAA")
National Rules for the Resolution of Employment Disputes.  The mediator shall be
experienced in mediating general employment matters. If the parties cannot agree
on a mediator,  then the AAA will  select a mediator  experienced  in  mediating
general employment matters.  Within thirty days after selection of the mediator,
the parties and their  attorneys  will meet in good faith with the  mediator for
one confidential mediation session. Nothing disclosed, and no document produced,
in the course of such discussions which is not independently discoverable may be
offered or received as evidence or used for impeachment or for any other purpose
in  any  arbitration  or  litigation.  The  request  for  mediation  under  this
sub-section  must be sent  within six (6) months of the time the  dispute  first
arises, or the claim will be barred.

                           (ii)     If the dispute is not resolved by mediation,
then the parties  shall within  ninety (90) days submit the dispute to final and
binding  arbitration in Seattle,  Washington in accordance with the then-current
AAA National Rules for the Resolution of Employment  Disputes.  The sole neutral
arbitrator shall be experienced in arbitrating  general employment  matters.  If
the  parties  cannot  agree  on an  arbitrator,  then  the AAA  will  select  an
arbitrator experienced in arbitrating general employment matters,  provided that
no person may serve as both the mediator and arbitrator with respect to the same
dispute.  The  arbitrator  must base his or her award on the  provisions of this
Agreement and applicable law and must issue a written award,  which must include
an  explanation  of  the  reasons  for  such  award.   Any  court  of  competent
jurisdiction may enter judgment upon the
award.

                  (c) ATTORNEYS' FEES. In any lawsuit or arbitration arising out
of or relating to this Agreement,  the prevailing party shall recover reasonable
his or its costs and reasonable attorneys' fees.

         11.  ASSIGNMENT.  OnHealth  may assign  rights  and  duties  under this
Agreement,  but Stevens may not. This  Agreement  shall bind Stevens'  heirs and
personal  representatives,  and  inure  to  the  benefit  of  OnHealth  and  its
successors and/or assigns.

         12. CONTROLLING LAW/FORUM.  Washington law shall govern this Agreement.
Subject to  Paragraph  10, for any claim or cause of action  arising  under this
Agreement,  OnHealth and Stevens  consent to the exclusive  jurisdiction  of any
state or federal court within Seattle, Washington, and waive any objection based
on jurisdiction or venue, including FORUM NON CONVENIENS.

         13.  MISCELLANEOUS.  This Agreement is the entire agreement between the
parties on its subject  matters,  and supersedes  all prior and  contemporaneous
discussions and understandings;  provided,  however, that except as specifically
stated in this  Agreement,  nothing in this  Agreement  is intended to alter any
rights of any party under the 1997 Stock  Option  Plan,  as amended from time to
time. No waiver, modification or termination of any term of this




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Agreement shall be effective unless in writing and signed by all parties. If any
provision as written is deemed unlawful,  overbroad or otherwise  unenforceable,
the parties  submit to the  construction  which will give  OnHealth  the maximum
protection  which  is  reasonable  and  permissible   under  the   circumstances
(including,  if necessary,  a reduction in the time and/or  geographic  scope of
nondisclosure  and/or  restrictive  covenants),  or if this is not possible,  it
shall be deemed severed.  OnHealth's failure,  delay or forbearance to insist on
strict performance of any provision of this Agreement,  or to exercise any right
or remedy, shall not be construed as a waiver. OnHealth's waiver of any right or
remedy  in  one or  more  instances  shall  not  excuse  Stevens'  later  strict
performance.

STEVENS HAS HAD AMPLE OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY.  IF
STEVENS DID NOT DO SO, IT IS BECAUSE HE UNDERSTOOD  THE  AGREEMENT,  AND DID NOT
FEEL THAT HE NEEDED LEGAL ADVICE.  STEVENS ACKNOWLEDGES THAT THE RESTRICTIONS IN
THIS AGREEMENT ARE FAIR AND REASONABLE UNDER THE CIRCUMSTANCES.

RONALD M. STEVENS                           ONHEALTH NETWORK COMPANY


\S\ RONALD STEVENS                                   By \S\ ROBERT GOODMAN
-------------------                                     ----------------------
                                                     Its  PRESIDENT AND CEO
                                                         ---------------------




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