EXHIBIT 10.19


            Note:  Portions  of this  exhibit  indicated  by
            "[*]"  are subject to a  confidential  treatment
            request,   and  have  been   omitted  from  this
            exhibit.  Complete,  unredacted  copies  of this
            exhibit have been filed with the  Securities and
            Exchange  Commission  as part of this  Company's
            confidential treatment request.

                       CONSULTING AND SEPARATION AGREEMENT

         This Consulting And Separation Agreement  ("Agreement") is entered into
as of June 14, 2000 between  OnHealth  Network Company  ("OnHealth")  and Robert
Goodman ("Goodman").

                                    RECITALS

         A.  OnHealth has  employed  Goodman as  President  and Chief  Executive
Officer  under an  Employment  Agreement  dated  February 15, 2000  ("Employment
Agreement"),  a true and correct copy of which is attached as Exhibit 1. Goodman
also has served as a Director of OnHealth.

         B. Subject to the terms and conditions of this  Agreement,  Goodman has
offered to relinquish  his duties as President and Chief  Executive  Officer and
Director, and to serve as a consultant of OnHealth, and OnHealth has agreed.

         C.  This  Agreement  is  intended  to  memorialize  the  change  in the
relationship  between  OnHealth  and  Goodman,  and to resolve  all claims  that
Goodman  could  assert that arise out of the  Employment  Agreement or otherwise
arise out of his employment with or separation from OnHealth.

                                   AGREEMENTS

         NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  of this
Agreement, the parties agree as follows:

         1.  EFFECT OF RECITALS. The recitals to this Agreement are incorporated
by reference in this Agreement.

         2. GOODMAN'S  RESIGNATION.  Goodman hereby resigns,  effective June 14,
2000,  from his  employment  with  OnHealth and from his positions as President,
Chief Executive  Officer and Director of OnHealth.  OnHealth hereby accepts such
resignation.

         3.  GOODMAN'S  CONSULTING.  As  required by the  Employment  Agreement,
Goodman  shall  provide  consulting  services to OnHealth on a reasonable  basis
during the twenty-four (24) months  following his resignation.  From the date of
this   Agreement   until  the   effective   date  of   OnHealth's   merger  with
Healtheon/WebMD  Corporation  or its  subsidiary  or affiliate  ("the  Merger"),
Goodman  agrees to provide  advice and counsel within his areas of expertise for
up to ten (10) hours per week as  requested  by  OnHealth.  These  services  may
require travel.  OnHealth shall reimburse Goodman for all reasonable expenses he
incurs in connection  with his  consulting  duties,  upon  presentation  of such
reasonable  documentation  as OnHealth may  require;  provided  that  individual
expenses  in excess of $150 and  expenses  totaling  more than $400 in any month
shall require the prior written approval of OnHealth's Chief Operating Officer.

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<PAGE>


         4.       INDEMNIFICATION RIGHTS.

                  a. Goodman shall have such indemnification  rights as provided
by Chapter 23B of the Revised Code of Washington  (the "RCW") and shall continue
to receive as a contract  right all the  indemnification  rights to which he was
entitled and has received (i.e.,  advancement of expenses as a witness  pursuant
to RCW Section 23B.08.590(2), which "expenses" includes reasonable attorney fees
and costs) as an officer or director  pursuant to the Articles of  Incorporation
and Bylaws of OnHealth,  regardless of any later changes or amendments  thereto.
OnHealth agrees to advance Goodman's  expenses for reasonable  attorney fees and
costs in connection  with the current SEC  investigation  and any subsequent SEC
action regarding  Goodman in his capacity as an officer or director of OnHealth,
subject to Goodman's  commitment to OnHealth as to such advances pursuant to RCW
Section  23B.08.530.  In this regard,  Goodman  hereby affirms that, in his good
faith  belief,  his  conduct  by or on behalf of  OnHealth  at all times met the
standard  of conduct  (the  "Standard  of  Conduct")  described  in RCW  Section
23B.08.510. If it is ultimately determined as provided in RCW Section 23B.08.550
that Goodman's  conduct did not meet the Standard of Conduct (referred to herein
as  "Non-Conforming  Conduct"),  Goodman hereby covenants and agrees pursuant to
RCW Section  23B.08.530  to promptly  repay to OnHealth  any and all payments or
advances  of  expenses  paid by  OnHealth  with  respect to such  Non-Conforming
Conduct.

                  b. Anything in this Agreement notwithstanding, in the event it
shall be determined that any payment, award, benefit or distribution relating to
or concerning  the  indemnification  in Paragraph  4(a) above (the  "Payments"),
would be  subject to the excise  tax  imposed  by Section  4999 of the  Internal
Revenue Code of 1986, or shall be considered  taxable  income under the Code, or
in the event that Goodman  must pay any  interest or  penalties  with respect to
such taxes, then OnHealth shall pay to Goodman an additional payment (the "Gross
Up  Payment")  in an amount  such that  after  payment  by  Goodman of all taxes
imposed upon the  Gross-Up  Payment,  Goodman  retains an amount of the Gross-Up
Payment  equal to the sum of (x) the taxes,  interest or penalties  imposed upon
the Payments and (y) the product of any  deductions  (not  including  deductions
attributable  to  payments  under  this  Agreement)  disallowed  because  of the
inclusion of the Gross-Up  Payment in  Goodman's  adjusted  gross income and the
highest  applicable  marginal rate of federal  income  taxation for the calendar
year in which the  Gross-Up  Payment is made.  For purposes of  determining  the
Gross-Up Payment, Goodman shall be deemed to (A) pay federal income taxes at the
highest  marginal rates of federal income taxes at the highest  marginal rate of
taxation for the calendar year in which the Gross-Up  Payment is to be made, (B)
pay  applicable  state and local  income taxes at the highest  marginal  rate of
taxation for the calendar year in which the Gross-Up  Payment is to be made, net
of the maximum  reduction in federal income taxes which could have been obtained
from deduction of such state and local taxes,  and (C) have otherwise  allowable
deductions  for federal  income tax purposes at least equal to those which could
be  disallowed  because of the  inclusion of the  Gross-Up  Payment in Goodman's
adjusted gross income.

                  c.  Subject  to  the   provisions  of  Paragraph   4(b),   all
determinations  required to be made under this Paragraph 4 including whether and
when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determinations,  shall be made by
a  nationally  recognized  accounting  firm that is selected  by  OnHealth  (the


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<PAGE>

"Accounting Firm") which shall provide detailed supporting  calculations both to
OnHealth and Goodman  within  fifteen days of the receipt of notice from Goodman
or OnHealth that there has been a Payment,  or such earlier time as is requested
by  OnHealth  or  Goodman  (collectively,  the  "Determination").  All  fees and
expenses of the Accounting Firm shall be borne solely by OnHealth.  The Gross-Up
Payment under this  Paragraph with respect to any Payments made to Goodman shall
be made no later than thirty days following such Payment. If the Accounting Firm
determines  that no tax,  penalty or interest  is payable by  Goodman,  it shall
furnish Goodman with a written  opinion to such effect,  and to the effect that,
if the Internal  Revenue Service contests the failure to report the tax, if any,
on Goodman's  applicable  federal income tax return,  it is more likely than not
that Goodman will prevail against the Internal Revenue Service.

                  d.  As a  result  of the  uncertainty  in the  application  of
Section 4999 of the Code and the application of the income tax to  reimbursement
amounts at the time of the Determination,  it is possible that Gross-Up Payments
which  will  not  have  been  made  by  OnHealth  that  should  have  been  made
("Underpayment"),  or Gross-Up  Payments  are made by OnHealth  which should not
have been made,  including amounts repaid under Paragraph 4(a) of this Agreement
("Overpayment"), consistent with the calculations required to be made hereunder.
In the event that Goodman  thereafter  is required to make payment of any income
or excise tax or  additional  income or excise tax,  the  Accounting  Firm shall
determine  the  amount  of the  Underpayment  that  has  occurred  and any  such
Underpayment   (together   with   interest  at  the  rate  provided  by  Section
1274(b)(2)(B)  of the Code)  shall be  promptly  paid by  OnHealth to or for the
benefit of Goodman.  In the event the amount of the Gross-Up Payment exceeds the
amount  necessary  to  reimburse  Goodman  for his  income  or excise  tax,  the
Accounting  Firm  shall  determine  the  amount  of the  Overpayment  (including
reductions  in tax  attributable  to  Gross-Up  Payments  and  repayments  under
Paragraph  4(a) of this Agreement for the year of the repayment by Goodman) that
has been  made and any such  Overpayment  (together  with  interest  at the rate
provided in Section  1274(b)(2)  of the Code) shall be promptly  paid by Goodman
(to the extent he received a refund if the  applicable  income or excise tax has
been paid to the  Internal  Revenue  Service)  or  utilized  to reduce tax for a
subsequent  year to or for the benefit of OnHealth.  Goodman shall  cooperate to
the extent his expenses are reimbursed by OnHealth, with any reasonable requests
by OnHealth in connection with any content or disputes with the Internal Revenue
Service in connection with the income or excise tax.

         5.        FINANCIAL BENEFITS TO GOODMAN UPON RESIGNATION.

                  a.  OnHealth  shall  provide  Goodman's  salary  and  benefits
through June 30, 2000.  OnHealth  shall notify Goodman of his rights to continue
his medical and dental coverage at his own expense through COBRA.  Goodman shall
contact  OnHealth's  human  resources  department  if he  wishes to  convert  or
continue any other employee benefits.

                  b.  OnHealth  shall  pay  Goodman a  monthly  amount  equal to
$18,750,  less applicable  deductions,  for a period of twenty-four  (24) months
commencing on July 1, 2000 and ending on June 1, 2002 (the "Severance  Period").
Each such payment shall be made on or before the 10th business day of the month.


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<PAGE>


                  c. If the Merger  closes,  OnHealth  shall pay  Goodman a year
2000 bonus in the amount of  $112,500  within five (5)  business  days after the
closing of the  Merger.  If the  Merger  does not  close,  Goodman  shall not be
entitled to a bonus for 2000.

                  d. Goodman hereby is given ownership of his notebook  computer
and cellular phone, provided that Goodman shall treat OnHealth's confidential or
proprietary information contained on the hard drive of the computer or any other
medium in accordance  with his  obligations  under Paragraph 6 of his Employment
Agreement.  In addition,  Goodman shall return the notebook computer to OnHealth
before June 30, 2000 for a back-up to be completed  by OnHealth IT staff.  After
the back-up, OnHealth shall return the notebook computer to Goodman.

                  e. Within thirty (30) days of receipt of an itemized  invoice,
OnHealth  will pay Goodman's  lawyers for up to $10,000 in  reasonable  attorney
fees and costs actually incurred on Goodman's behalf in negotiation and revision
of this Agreement.

         6.       STOCK OPTIONS.

                  a.  Contemporaneous  with  the  execution  of this  Agreement,
Goodman and  OnHealth are entering  into a stock option  agreement  (the "Option
Agreement") which is intended to replace Goodman's stock option grant awarded by
OnHealth in January 1999 (the "January 1999 Award"), which January 1999 Award is
terminated  and canceled upon  execution  and delivery of the Option  Agreement.
Goodman  acknowledges that the January 1999 Award is so cancelled and represents
that he has no claim for any option or other right to purchase or acquire equity
securities  of  OnHealth  based on the  January  1999  Award  other  than  those
contained in the Option Agreement.

                  b. Goodman also received  option grants in December 1997, June
1998,  and July 1999 (the "Prior  Awards").  The parties also wish to clarify an
ambiguity in Paragraph 5(b)(ii) of the Employment  Agreement  regarding options,
and hereby agree that Goodman shall have the right to exercise each of the Prior
Awards and the Option  Agreement award  throughout the Severance Period and that
such awards are fully vested.

                  c. Anything in this Agreement notwithstanding,  if it shall be
determined  that the  accelerated  vesting of the  options  referred  to in this
Paragraph 6 (the "Option Vesting") would be subject to the excise tax imposed by
Section 4999 of the Internal  Revenue Code of 1986,  then OnHealth  shall pay to
Goodman an additional  payment (the "Option Gross Up Payment") in an amount such
that after  payment by Goodman  of all taxes  imposed  upon the Option  Gross-Up
Payment,  Goodman retains an amount of the Option Gross-Up  Payment equal to the
excise taxes,  interest or penalties imposed upon the accelerated vesting of the
Option Vesting. For purposes of determining the Option Gross-Up Payment, Goodman
shall be deemed to (A) pay federal income taxes at the highest marginal rates of
federal  income taxes at the highest  marginal rate of taxation for the calendar
year in which the  Option  Gross-Up  Payment is to be made,  (B) pay  applicable
state and local  income taxes at the highest  marginal  rate of taxation for the
calendar  year in which the Option  Gross-Up  Payment is to be made,  net of the


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<PAGE>

maximum  reduction in federal  income taxes which could have been  obtained from
deduction  of such  state  and local  taxes,  and (C) have  otherwise  allowable
deductions  for federal  income tax purposes at least equal to those which could
be  disallowed  because  of the  inclusion  of the  Option  Gross-Up  Payment in
Goodman's adjusted gross income.

                  d.  Subject  to  the   provisions  of  Paragraph   6(c),   all
determinations  required to be made under this Paragraph 6 including whether and
when an Option Gross-Up Payment is required,  the amount of such Option Gross-Up
Payment and the  assumptions to be utilized in arriving at such  determinations,
shall be made by a  nationally  recognized  accounting  firm that is selected by
OnHealth  (the  "Accounting  Firm")  which  shall  provide  detailed  supporting
calculations  both to OnHealth and Goodman within fifteen days of the receipt of
notice from Goodman or OnHealth  that there has been a Payment,  or such earlier
time as is requested by OnHealth or Goodman (collectively, the "Determination").
All fees and expenses of the Accounting  Firm shall be borne solely by OnHealth.
The Option Gross-Up  Payment under this Paragraph 6 with respect to any Payments
made to Goodman shall be made no later than thirty days  following such Payment.
If the Accounting Firm determines that no tax, penalty or interest is payable by
Goodman,  it shall furnish Goodman with a written opinion to such effect, and to
the effect that, if the Internal  Revenue Service contests the failure to report
the tax, if any, on Goodman's  applicable  federal income tax return, it is more
likely than not that Goodman will prevail against the Internal Revenue Service.

                  e.  As a  result  of the  uncertainty  in the  application  of
Section 4999 of the Code, it is possible that Gross-Up  Payments  which will not
have been made by  OnHealth  that  should  have been made  ("Underpayment"),  or
Option  Gross-Up  Payments are made by OnHealth  which should not have been made
("Overpayment"), consistent with the calculations required to be made hereunder.
In the event that Goodman  thereafter  is required to make payment of any income
or excise tax or  additional  income or excise tax,  the  Accounting  Firm shall
determine  the  amount  of the  Underpayment  that  has  occurred  and any  such
Underpayment   (together   with   interest  at  the  rate  provided  by  Section
1274(b)(2)(B)  of the Code)  shall be  promptly  paid by  OnHealth to or for the
benefit  of  Goodman.  In the event the amount of the  Option  Gross-Up  Payment
exceeds the amount necessary to reimburse  Goodman for his income or excise tax,
the Accounting  Firm shall  determine the amount of the  Overpayment  (including
reductions in tax  attributable to Option Gross-Up  Payments for the year of the
repayment by Goodman) that has been made and any such Overpayment (together with
interest  at the rate  provided  in  Section  1274(b)(2)  of the Code)  shall be
promptly  paid by Goodman (to the extent he received a refund if the  applicable
income or excise tax has been paid to the Internal  Revenue Service) or utilized
to reduce tax for a subsequent  year to or for the benefit of OnHealth.  Goodman
shall cooperate to the extent his expenses are reimbursed by OnHealth,  with any
reasonable  requests by OnHealth in connection with any content or disputes with
the Internal Revenue Service in connection with the income or excise tax.

         7.       EFFECT OF TERMINATION.

                  a. Goodman's  resignation  shall not affect or diminish any of
OnHealth's  rights to enforce any of the  covenants in Paragraphs 6 through 9 of


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<PAGE>

his  Employment  Agreement  (collectively,   "the  Covenants").  Goodman  hereby
reaffirms  his  obligations  to  conform  his  conduct  in  accordance  with the
Covenants and the rights of OnHealth and its  successors  and assigns to enforce
the Covenants under Paragraph 10(a) of the Employment Agreement.

                  b. OnHealth's obligations under Paragraphs 5(b) and 5(d) shall
immediately  cease if Goodman  breaches any of the Covenants,  and Goodman shall
repay to OnHealth all amounts  previously  paid to Goodman  during the period of
such breach. The parties intend the amounts withheld and the amounts repaid as a
reasonable forecast of only some of the damages that would result from Goodman's
breach  of any of the  Covenants  and  not  as a  penalty.  Goodman's  repayment
obligation in this Paragraph 7(b) shall not preclude  OnHealth's exercise of any
other right or remedy available to it at law or in equity.

         8.       RELEASES AND OTHER OBLIGATIONS.

                  a.  Goodman  represents  that  he has no  pending  complaints,
charges or lawsuits relating to OnHealth.

                  b. On behalf of himself,  his marital  community,  if any, and
his heirs,  executors,  administrators,  successors and assigns,  Goodman hereby
forever and completely GIVES UP, WAIVES,  DISCHARGES, and RELEASES OnHealth, its
affiliated companies (including Healtheon/WebMD Corporation), and OnHealth's and
its  affiliated  and  predecessor  companies'  officers,  directors,  employees,
successors,  assigns,   representatives  and  agents  (collectively,   "Released
Parties") from any claim, liability, cause of action, damage or charge he has or
may have  against  any of them which is  related  to or arises  out of  anything
occurring before execution of this Agreement.  This includes, but is not limited
to, anything RELATED TO EMPLOYMENT OR SEPARATION FROM  EMPLOYMENT.  Goodman also
promises  that he  will  never  file or  press  or  join in any  claim,  charge,
complaint or lawsuit  based on any such thing.  However,  this release shall not
prevent  Goodman  from (i) filing a lawsuit  for the sole  purpose of  enforcing
rights under this  Agreement;  (ii) bringing  before any  administrative  agency
matters for which such agencies have jurisdiction;  (iii) filing a lawsuit based
upon events,  acts or omissions occurring after the execution of this Agreement.
Moreover,  nothing in this release  shall be construed as a waiver of any rights
Goodman may have to vested benefits under OnHealth's 401(k) Plan.

                  c. Goodman  acknowledges  that this  Agreement  completely and
forever  releases,  discharges and extinguishes  ANY AND ALL claims,  liability,
causes of action, charges and damages he has or may have or could assert against
any of the OnHealth Parties,  even those which he does not know about or suspect
or anticipate  that he may have,  and even those which he may not discover until
after signing this Agreement.

                  d.  OnHealth  represents  that it has no  pending  complaints,
charges or lawsuits against Goodman.

                  e. OnHealth  hereby forever and  completely  GIVES UP, WAIVES,
DISCHARGES,  and RELEASES  Goodman and his marital  community,  if any, from any


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<PAGE>

claim,  liability,  cause of action, damage or charge it has or may have against
any of them which is related to or arises out of anything  actually known to the
Board of Directors  before  execution of this Agreement.  OnHealth also promises
that it will  never  file or press or join in any  claim,  complaint  or lawsuit
based on any such thing.  However,  this release shall not prevent OnHealth from
(i)  filing a lawsuit  for the sole  purpose  of  enforcing  rights  under  this
Agreement; (ii) bringing before any administrative agency matters for which such
agencies have  jurisdiction;  (iii) filing a lawsuit based upon events,  acts or
omissions occurring after the execution of this Agreement.

         9.       CONFIDENTIALITY.

                  a. The  parties  agree that the terms and  conditions  of this
Agreement shall remain  confidential  between them and shall not be disclosed to
any other person.  This provision shall not preclude Goodman from disclosing the
terms of this  Agreement to his attorney and  accountant,  the Internal  Revenue
Service and  immediate  family.  Likewise,  this  provision  shall not  preclude
OnHealth from  disclosing the terms of this Agreement on a need to know basis to
its top managerial  employees and Board of Directors,  and to outside attorneys,
accountants  and  regulatory  agencies.   The  persons  (except  for  government
agencies) to whom  disclosure is permitted by this Paragraph shall be subject to
the same restrictions in this Paragraph 9 as OnHealth and Goodman.

                  b. [*]

                  c. [*]

                  d. Nothing in this Agreement shall preclude Goodman, OnHealth,
and OnHealth  officers  and  directors  from  testifying  truthfully  in a legal
proceeding,  or otherwise  disclosing truthful information as required by law or
NASDAQ requirements.

          10. REMEDIES. The parties acknowledges that any violation of Paragraph
9 of this Agreement could cause irreparable  injury,  and that the non-breaching
party shall be entitled to extraordinary  relief in court for any such violation
or  threatened  violation,  including  but not limited to temporary  restraining
orders, preliminary injunctions and permanent injunctions, without the necessity
of  posting  bond or  security.  Moreover  in  addition  to any  other  remedies


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<PAGE>

available to it for  violation of  Paragraph  9,  OnHealth  shall be entitled to
recover  from  Goodman any amounts paid under  Paragraph  5(b).  Nothing in this
Agreement  shall limit any right of OnHealth  or its  successors  and assigns to
enforce rights under the Employment Agreement.

         11.  NON-ADMISSION.  No provision or statement in this Agreement shall
be  construed  as an  admission  that either  party  committed an illegal act or
otherwise acted improperly.

         12.  SEVERABILITY.  This  Agreement,  the Employment  Agreement and the
Option  Agreement  contain  the entire  agreement  between  the parties on their
subject  matters,  and supersede all prior and  contemporaneous  discussions and
understandings.  Goodman  shall  continue  to  be  bound  by  his  duties  under
Paragraphs 6, 7, 8, 9, and 10(a) of his Employment Agreement.  The provisions of
this  Agreement are  severable,  and if any part of the Agreement is found to be
unenforceable,  the  remainder  of the  Agreement  shall  remain fully valid and
enforceable.

         13.  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 bind and inure to the benefit of OnHealth and any
entity that acquires all or substantially all of the stock of OnHealth.

         14. CONTROLLING LAW/FORUM.  Washington law shall govern this Agreement.
For any claim or cause of action  arising  under this  Agreement,  OnHealth  and
Goodman consent to the non-exclusive  jurisdiction of any state or federal court
within Seattle,  Washington.  The parties retain the right to object to venue in
Seattle, including on the basis of forum non conveniens.

         15. MISCELLANEOUS.  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,  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.  As the parties
have  cooperated  in the  drafting  and  negotiation  of  this  Agreement,  this
Agreement  shall not be construed  against  either  party as the  drafter.  This
Agreement may be executed in counterparts.

GOODMAN HAS REVIEWED THIS AGREEMENT WITH HIS ATTORNEY.  GOODMAN HAS ENTERED INTO
THIS  AGREEMENT  KNOWINGLY AND  VOLUNTARILY  AND BASED UPON HIS OWN JUDGMENT AND
DECISION.


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<PAGE>

ROBERT GOODMAN                      ONHEALTH NETWORK COMPANY


\S\ROBERT GOODMAN                   By      \S\ RON STEVENS
------------------------               --------------------------
                                             Its President


                                             \s\ MICHAEL BROCHU


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