EXHIBIT 10.18


                              EMPLOYMENT AGREEMENT

         This  Employment  Agreement  is dated as of February  15, 1999  between
OnHealth Network Company ("OnHealth") and Robert N. Goodman ("Goodman").

                                    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 has  employed  Goodman as  President  and Chief  Executive
Officer  under a letter  agreement  dated  November 9, 1997.  This  Agreement is
intended to formalize the employment  relationship between OnHealth and Goodman,
and to provide Goodman with various  additional  benefits,  including  severance
benefits, if his employment is terminated under certain circumstances.

         C. As President and Chief Executive Officer,  Goodman holds a sensitive
position with access to, and requiring knowledge of, OnHealth's  proprietary and
commercially  valuable  information,  including trade secrets.  Goodman 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 Goodman's  employment.
Goodman 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 Goodman's continued  employment by
OnHealth,  Goodman's  receipt of  benefits  under this  Agreement  and the other
mutual covenants in this Agreement, the parties agree as follows:

         1.  EMPLOYMENT OF GOODMAN.  OnHealth shall continue to employ  Goodman,
and Goodman shall continue to serve as an employee of OnHealth, on the terms and
conditions in this Agreement.

         2.  POSITION AND DUTIES.  Goodman  shall serve as  President  and Chief
Executive Officer and shall perform such duties as OnHealth's Board of Directors
may from time to time assign and which are ordinarily and  customarily  assigned
to an employee occupying the position held by Goodman.  Goodman 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




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to time; and (b) service on corporate,  civil or charitable boards or committees
involving  no  conflict  of  interest   with   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, Goodman shall receive the following compensation and benefits:

                  (a) BASE SALARY.  Goodman  shall  receive a base salary ("Base
Salary") at an annual rate of $180,000. Goodman's 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.  Goodman shall be entitled to be considered  for an
annual cash bonus of up to 50% of Base Salary, depending upon his achievement of
milestones  and financial  objectives  agreed between the Board of Directors and
Goodman.  While the Board shall determine the amount of bonus, if any, earned in
a particular  year,  Goodman's  maximum annual bonus potential shall not be less
than 50% of Base Salary. 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,  Goodman  must be
actively  employed on the date bonuses are paid.  The  milestones  and financial
objectives  for future  years may be  adjusted  in  accordance  with  OnHealth's
regular compensation and performance evaluation practices.

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

                  (d) STOCK  OPTIONS.  Goodman  will have the option to purchase
shares of OnHealth stock  pursuant to the  Nonqualified  Stock Option  Agreement
effective December 11, 1997. Goodman recognizes and agrees that:

                           i.       his rights under the Nonqualified Stock
Option  Agreement  are governed by the 1997 Stock  Option Plan,  as amended from
time to time ("Plan");

                           ii.      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,  Goodman's
unvested options shall  accelerate as provided in the Plan.  OnHealth shall hold
Goodman harmless from any federal excise tax liability arising out of




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

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

                  (b) BY ONHEALTH.  OnHealth may terminate Goodman's  employment
at any time, with or without Just Cause. OnHealth shall have "Just Cause" if its
Board  of  Directors  determines  that  Goodman  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 GOODMAN.  Goodman may terminate  his  employment at any
time, with or without Good Reason. Goodman shall have "Good Reason" to terminate
in the event of (i) a forced  relocation of the place for Goodman's  performance
of his duties  reasonably  requiring  a move of more than 50 miles in  Goodman's
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
delivered to OnHealth. Good Reason shall not exist if OnHealth contemporaneously
has Just Cause to terminate Goodman's employment.

         5.       PAYMENTS UPON TERMINATION.

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

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


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i.       OnHealth will continue to pay Goodman's Base Salary for a period of 24
months (the "Severance Period").

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

As a condition to these benefits,  Goodman 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 Goodman breaches any
of the covenants in Paragraphs 6 through 9 of this Agreement,  and Goodman shall
repay to OnHealth all amounts  previously  paid to Goodman  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  Goodman's  breach  of  Paragraphs  6,  7, 8 or 9,  and  not as a  penalty.
Goodman's  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 Goodman's 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 Goodman 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  software and business records,  and (vi) any
other information or documents which Goodman is told or reasonably ought to know
OnHealth regards as confidential.

                  (b)  Goodman  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,  Goodman shall not directly or indirectly copy, disclose or
use Confidential Information.  Goodman's 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 Goodman's fault.

         7. RETURN OF DOCUMENTS.  At termination  of  employment,  or earlier if
requested,  Goodman (or if deceased, his personal representative) shall promptly
surrender to OnHealth,  without retaining copies,  all tangible things which are
or contain Confidential Information.


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Goodman  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 Goodman, or which Goodman 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  Goodman  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. Goodman 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)  Goodman  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 Goodman 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 Goodman may  mutually  agree.  If Goodman  delivers,
discloses,  or otherwise makes any Intellectual  Property available to OnHealth,
OnHealth will be deemed to own it unless  Goodman 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),  Goodman  agrees as follows:  During his
employment with OnHealth and continuing  after the termination of employment for
any  reason  for the  lesser of 24  months  or the  longest  time  permitted  by
applicable  law,  Goodman  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

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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  Goodman's  termination,  to perform  services for Goodman 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
Goodman  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. Goodman  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.  Goodman 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.  Goodman
acknowledges  that  OnHealth  would be  greatly  injured  by,  and would have no
adequate remedy at law for,  Goodman's breach of Paragraph 6, 7, 8 or 9. Goodman
therefore consents that if such breach occurs or is threatened, OnHealth may, in
addition to all other remedies, enjoin Goodman (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.

                           (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



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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 Goodman may not. This Agreement  shall bind Goodman's  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 Goodman  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  Nonqualified  Stock  Option  Agreement  effective
December 11, 1997,  or under the 1997 Stock Option Plan, as amended from time to
time. No waiver, modification or termination of any term of this 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 Goodman's later strict performance.

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



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FAIR AND REASONABLE UNDER THE CIRCUMSTANCES.


ROBERT N. GOODMAN                           ONHEALTH NETWORK COMPANY


\S\ ROBERT N. GOODMAN                       By    \S\RONALD STEVENS
----------------------                            -------------------------
                                                  Its   CFO
                                                       --------------------

                                                   \S\MICHAEL A. BROCHU





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