<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A

                               AMENDMENT NO. 1 TO

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         COMMISSION FILE NUMBER: 0-28701

                              HEALTHGATE DATA CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                      04-3220927
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

         25 CORPORATE DRIVE, SUITE 310, BURLINGTON, MASSACHUSETTS 01803
     (Address of principal executive offices)                 (zip code)

       Registrant's telephone number, including area code: (781) 685-4000

     The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 2001 on Form 10-K as set forth in the pages attached hereto:

          Items 10, 11, 12 and 13. Directors and Executive Officers of the
          Registrant; Executive Compensation; Security Ownership of Certain
          Beneficial Owners and Management; and Certain Relationships and
          Related Transactions, respectively. The information required by these
          Items is filed herewith by amendment pursuant to Rule 12b-15.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    HealthGate Data Corp.

Date:  April 29, 2002               By: /s/ William S. Reece
                                        ----------------------
                                        William S. Reece
                                        Chairman of the Board of Directors
                                        and Chief Executive Officer
                                        (Principal Executive Officer)

Date:  April 29, 2002               By: /s/ Veronica Zsolcsak
                                        ----------------------
                                        Veronica Zsolcsak
                                        Chief Financial Officer and Treasurer
                                        (Principal Financial Officer)

Date:  April 29, 2002               By: /s/ Julie Furrier
                                        ----------------------
                                        Julie Furrier
                                        Chief Accounting Officer


<PAGE>


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The following table sets forth certain information regarding our directors
and executive officers as of March 31, 2002.

NAME                              AGE                   POSITION
----                             ----                   --------
William S. Reece                   36     Chairman of the Board of Directors,
                                           President and Chief Executive Officer
Veronica Zsolcsak                  51     Chief Financial Officer and Treasurer
Rick Lawson                        42     Vice President of Business Development
Gerald E. Bisbee, Jr. Ph.D. (2)    59     Director
Jonathan J. G. Conibear(2)         50     Director
Edson D. de Castro(1)              63     Director
David Friend(1)                    54     Director
William G. Nelson(1)               67     Director
Thomas O. Pyle(2)                  62     Director

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

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

     WILLIAM S. REECE is a founder of HealthGate and has served as a member of
our Board of Directors and our President and Chief Executive Officer since our
inception in 1994. Mr. Reece has served as the Chairman of our Board of
Directors since December 1994. From 1988 to 1994, Mr. Reece served in several
positions, including Vice President, Sales and Marketing, Manager of U.S. Sales
and Marketing Representative at PaperChase, a medical literature retrieval
software company owned by Beth Israel Hospital in Boston.

     VERONICA ZSOLCSAK has served as HealthGate's Chief Financial Officer and
Treasurer since September 2000. Previous to her joining HealthGate, from January
2000 to September 2000, Ms. Zsolcsak was Chief Financial Officer of Infinium,
Inc. a provider of financial software applications. During 1999, Ms. Zsolcsak
served as Vice President of Operations for Renaissance Worldwide, Inc., a
business and technology consulting services company. From 1996 to 1998 Ms.
Zsolcsak was Chief Financial Officer of Town & Country Corporation. She has also
served as Chief Financial Officer and Vice President of Finance at
DRI/McGraw-Hill (1990 to 1993) and held senior financial positions at Wang
(1982-1990) and Digital Equipment Corporation (1977 to 1982).

     RICK LAWSON is a founder of HealthGate and has served as a Vice President
and Secretary since 1994. From 1987 to 1994, Mr. Lawson served in several
positions, including Vice President, Account Services/Operations, Director of
User Services and Manager of Customer Service at PaperChase, a medical
literature retrieval software company owned by Beth Israel Hospital in Boston.

     GERALD E. BISBEE, JR., PH.D. was elected a Class II Director of HealthGate
in August 2000. Since 1998 Dr. Bisbee has been Chairman, President and CEO of
ReGen Biologics, Inc., a company that designs, engineers and manufactures tissue
engineered products for orthopedic applications. He is also Chairman of The
Health Management Academy, a health care education and marketing firm. Since
1989 Dr. Bisbee has been a director of Aros Corporation (formerly known as
APACHE Medical Systems, Inc.), a software decision support and content
management company for hospitalized critical care patients (where he served as
Chairman and Chief Executive Officer from 1989 through 1997 and was re-elected
Chairman in December 2000). Dr. Bisbee has served as a director of Cerner
Corporation, a software information technology and content solutions company for
healthcare organizations and consumers, since February 1988.

     JONATHAN J. G. CONIBEAR has served as a member of our Board of Directors
since December 1996. In October 2001, Mr. Conibear became a managing director of
Taylor and Francis, a United Kingdom academic research publisher. From 1986 to
September 2001, Mr. Conibear served as Executive Director of Blackwell Science,
Ltd., the largest publisher of medical societies' journals and one of the
world's largest medical publishers, with headquarters in Oxford, U.K. From 1985
to 1997, Mr. Conibear had other responsibilities with Blackwell Science,
including President,



                                       2
<PAGE>


Blackwell Science Inc., Blackwell's U.S. subsidiary, Chair, Blackwell's Asian
subsidiary, and Sales Director. From 1974 to 1985, Mr. Conibear served in
various positions with Oxford University Press.

     EDSON D. DE CASTRO has served as a member of our Board of Directors since
December 1994. Since 1997, Mr. de Castro has been a self-employed business
consultant. From 1992 to 1997, Mr. de Castro was Chairman of Xenometrix, Inc., a
biotechnology company. From 1989 to 1990, Mr. de Castro was Chairman of the
Board of Directors of Data General Corporation. From 1968 to 1989, Mr. de Castro
served as President and Chief Executive Officer of Data General. Mr. de Castro
is a director of AVAX Technologies, Inc., a biopharmaceutical company, and a
director of VCampus Corp., a publisher of educational courseware for Internet
training programs. Mr. de Castro is also a trustee of Boston University and a
Member of the Visiting Committee of Clark University Graduate School of
Management Advisory Council. Mr. de Castro is also a Member of the Corporation
of Partners Healthcare System, Inc.

     DAVID FRIEND has served as a member of our Board of Directors since April
1995. In June 1999, Mr. Friend became Chief Executive Officer of Sonexis, Inc.
(formerly known as eYak, Inc.), a telecommunications software company. From 1995
through December 1999, Mr. Friend served as Chairman of the Board of Directors
of FaxNet Corp., a provider of messaging services to the telecommunications
industry. During 1994 and 1995, Mr. Friend served as a lecturer at Massachusetts
Institute of Technology. From 1983 to 1994, Mr. Friend served as Chairman of the
Board of Directors of Pilot Software, an international software firm. Mr. Friend
has also been a director of GEAC Computer Corporation, Limited since 2001.

     WILLIAM G. NELSON, PH.D. has served as a member of our Board of Directors
since October 2000. Since 1990, Dr. Nelson has been the Chairman of the Board of
Directors of HarrisData Corp., a computer software company. Since 1999, Dr.
Nelson has also been the Chairman of the Board of Directors of Repository
Technologies Inc., a computer software company. Dr. Nelson has been a director
of GEAC Computer Corporation, Limited since 1988, additionally from June 1996
through October 2000, Dr. Nelson served as the Chairman of the Board of
Directors of GEAC, and from September 1996 until April 1999, he also served as
its Chief Executive Officer and President. Since 1986, Dr. Nelson has also
served as a director of Manugistics Group, Inc., a provider of intelligent
supply chain optimization solutions for enterprises and evolving eBusiness
trading networks. From December 1991 to December 1994, Dr. Nelson was President
and Chief Executive Officer of Pilot Software, Inc. Dr. Nelson also serves as a
trustee of Swarthmore College.

     THOMAS O. PYLE was elected a Class II Director of HealthGate in January
2001. Mr. Pyle became Chairman of PrivaSource, a start-up company, in 2001.
From 1978 to 1991, Mr. Pyle served as Chief Executive Officer of Harvard
Community Health Plan and from 1993 to 1994 he served as Chief Executive
Officer of MetLife Health Care. Mr. Pyle is a director of the Risk Management
Foundation of the Harvard Medical Institutions. He served as Chairman from
1981-1990 and from 2000-2002. He was founder of a related organization,
Controlled Risk Insurance Company, Ltd. serving as director of that
organization from 1976-1998 and 2000-2002 (Chairman 1976-1989 and 2000-2002).
Since 2000, Mr. Pyle has also been a director of Mykrolis Corporation, a
supplier to the semiconductor industry.

     Executive officers of HealthGate are elected by the board of directors on
an annual basis and serve at the pleasure of the board of directors. There are
no family relationships among any of our executive officers or directors.

     Effective with the closing of our initial public offering in January 2000,
our board of directors was divided into three classes, each of whose members
serve for staggered three-year terms. One class of directors will be elected
each year at the annual meeting of stockholders for a term of three years. Mr.
Reece and Mr. de Castro presently serve in the class whose term expires at the
annual meeting of stockholders in 2002; Mr. Friend and Dr. Nelson presently
serve in the class whose term expires at the annual meeting of stockholders in
2003; Dr. Bisbee, Mr. Conibear and Mr. Pyle presently serve in the class whose
term expires at the annual meeting of stockholders in 2004. All directors will
hold office until their successors have been duly elected and qualified.


                                       3
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

     The following table summarizes the compensation paid to or earned by our
Chief Executive Officer and our two other most highly compensated executive
officers (the "Named Executive Officers") whose total salary and bonus exceeded
$100,000 for services rendered to HealthGate in all capacities during the years
ended December 31, 2001, 2000, and 1999.

<TABLE>
<CAPTION>
                                   ANNUAL COMPENSATION                 LONG-TERM COMPENSATION
                                   -------------------                 ----------------------
                                                                    SECURITIES
                                                                    UNDERLYING        ALL OTHER
NAME AND PRINCIPAL POSITION        YEAR   SALARY ($)    BONUS ($)   OPTIONS (#)   COMPENSATION($)(1)
---------------------------        ----   ----------    ---------   -----------   ------------------
<S>                               <C>    <C>          <C>           <C>                 <C>
William S. Reece                   2001   240,000       96,650(2)    83,333(7)             51
  President and Chief Executive    2000   243,000            -            -               205
  Officer                          1999   200,000      140,000(4)         -               128

Veronica Zsolcsak                  2001   225,000       42,866(2)     8,333(7)            121
  Chief Financial Officer          2000    61,099(5)    30,000(3)                           -

Rick Lawson                        2001   176,078(6)    41,204(2)    60,000(7)             38
  Vice President of Content and    2000   175,000       34,970(3)         -               150
  Secretary                        1999   120,000       50,000(4)         -                76

----------------------
</TABLE>

(1)  Represents payments made by the Company in the respective years for term
     life insurance premiums on behalf of the Named Executive Officers.

(2)  Includes amounts paid in February 2002 for bonuses earned in 2001.

(3)  Represents amounts awarded in February 2001 for bonuses earned in 2000.

(4)  Represents amounts awarded in February 2000 for bonuses earned in 1999.

(5)  Ms. Zsolcsak was hired by HealthGate in September 2000.

(6)  Includes commissions paid in 2002.

(7)  All references to number of shares have been adjusted to reflect the
     3-for-1 reverse stock split effective July 1, 2001.


                                       4
<PAGE>

OPTION GRANTS IN YEAR ENDED DECEMBER 31, 2001

     The following table sets forth information concerning the individual grants
of stock options to each of the Named Executive Officers who received grants
during the fiscal year ending December 31, 2001. All options were granted under
HealthGate's 1994 Stock Option Plan.




<TABLE>
<CAPTION>
                                                                                            POTENTIAL REALIZABLE
                             INDIVIDUAL GRANT                                              VALUE AT ASSUMED ANNUAL
               ------------------------------------------                                   RATES OF STOCK PRICE
                     NUMBER OF         PERCENT OF TOTAL                                       APPRECIATION FOR
                    SECURITIES        OPTIONS GRANTED TO                                       OPTION TERM(1)
                UNDERLYING OPTIONS   EMPLOYEES IN FISCAL      EXERCISE     EXPIRATION    -----------------------
   NAME           GRANTED (#)(2)         YEAR (%)(3)        PRICE ($/SH)       DATE        5% ($)         10%
----------     --------------------  --------------------  --------------  ------------  ----------   ----------
<S>                   <C>                  <C>                 <C>           <C>          <C>          <C>
William S. Reece       83,333               35.80%              1.50          01/29/06     34,535       76,313
Veronica Zsolcsak       8,333                3.58%              1.50          01/29/06      3,453        7,631
Rick Lawson            60,000               25.78%              1.50          01/29/06     24,865       54,946
-------------
</TABLE>
(1)  Amounts represent hypothetical gains that could be achieved for the
     respective options if exercised at the end of the option term. These gains
     are based on assumed rates of stock price appreciation of 5% and 10%
     compounded annually from the date the respective options were granted to
     their expiration date. These assumptions are not intended to forecast
     future appreciation of our stock price. The potential realizable value
     computation does not take into account federal or state income tax
     consequences of option exercises or sales of appreciated stock. The actual
     gains, if any, on the stock option exercises will depend on the future
     performance of the Common Stock, the optionee's continued employment
     through applicable vesting periods and the date on which the options are
     exercised and the underlying shares are sold.

(2)  All references to number of shares have been adjusted to reflect the
     3-for-1 reverse stock split effective July 1, 2001.

(3)  In 2001, HealthGate granted options to purchase an aggregate of 232,746
     post-split shares of Common Stock.

AGGREGATED OPTION EXERCISES IN 2001 AND 2001 YEAR-END OPTION VALUES

     The following table sets forth certain information with respect to the
number and value of option exercises in 2001 and unexercised options held by the
Named Executive Officers on December 31, 2001.


<TABLE>
<CAPTION>
                                                  NUMBER OF SECURITIES UNDERLYING   VALUE OF UNEXERCISED IN-THE-
                                                   UNEXERCISED OPTIONS AT FISCAL       MONEY OPTIONS AT FISCAL
                       SHARES                              YEAR-END(#)(2)                    YEAR-END(#)(1)
                    ACQUIRED ON      VALUE         -----------------------------    ----------------------------
NAME                EXERCISE(#)  REALIZED($)(1)    EXERCISABLE     UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>            <C>             <C>                <C>             <C>
William S. Reece         0             0              20,883          62,500             0               0
Veronica Zsolcsak        0             0                   0               0             0               0
Rick Lawson              0             0                   0               0             0               0
------------------------
</TABLE>

(1)  The value of unexercised in-the-money options represents the difference
     between $0.45 (the closing price of our Common Stock on December 31, 2001,
     the last day of our fiscal year), and the exercise price of the stock
     options, multiplied by the number of shares subject to the stock options.

(2)  On November 27, 2001, HealthGate commenced an offer to exchange certain
     options to purchase shares of its common stock upon the terms and subject
     to the conditions described in the Offer to Exchange dated November 27,
     2001, as amended (the "Exchange Offer"). Under the Exchange Offer,


                                       5
<PAGE>


     employees, including executive officers, were given the opportunity to
     elect to cancel outstanding stock options held by them in exchange for an
     equal number of new options to be granted at a future date. Pursuant to the
     terms and conditions described in the Exchange Offer, HealthGate accepted
     for exchange options to purchase 552,290 shares of common stock, which were
     cancelled on December 28, 2001. Pursuant to the Exchange Offer, Mr. Reece
     elected to cancel options for the purchase of 99,150 shares, Ms. Zsolcsak
     elected to cancel options for the purchase of 54,999 shares and Mr. Lawson
     elected to cancel options for the purchase of 99,660 shares. In accordance
     with the terms of the Exchange Offer, HealthGate will grant new options to
     purchase common stock in exchange for such tendered options on or promptly
     after July 1, 2002. The exercise price of the new options will be equal to
     the fair market value of our common stock on the date of grant. The
     contingent issuance of new options on or after July 1, 2002, are not
     included in this table.

COMPENSATION OF DIRECTORS

     Directors of HealthGate who are also our employees did not receive
additional compensation for serving as Directors.

     Each of HealthGate's non-employee Directors receive $3,000 per quarterly
Board of Directors' meeting attended, $500 per Committee meeting attended, and
$500 per monthly Board of Directors' conference call attended and will be
reimbursed, upon request, for expenses incurred in attending each Board of
Directors' meeting.

     As compensation for their services in 1999 through 2001, in January 1999,
each of HealthGate's non-employee Directors was granted stock options for the
purchase of 3,305 shares of our Common Stock under our 1994 Stock Option Plan.
These options have an exercise price of $2.67 per share, vested in three equal
annual installments in January 1999, 2000, and 2001 based on continuing service
as a director through each applicable period and expire in January 2004.

     In August 2000, the number of options issued to non-employee Directors for
their services was increased from 1,102 per year to 3,333 per year for the
three-year period through the second quarter of 2003. Accordingly, in August
2000 stock options for an additional 8,348 shares (which when combined with the
January 1999 grants provides for 3,333 shares annually) were granted for the
continuing services of each of Messrs. Conibear, de Castro, Friend and Horgen.
The August 2000 options were granted under HealthGate's 1994 Stock Option Plan,
have an exercise price of $4.125 per share (which was the closing price for our
common stock as reported by Nasdaq at the time of grant), vest quarterly over
three years based on continuing service as a director and expire in August 2005.
Upon their election to the Board of Directors, Drs. Bisbee and Nelson and Mr.
Pyle were granted stock options for 10,000 shares of HealthGate's Common Stock
in August 2000, October, 2000 and January, 2001, respectively. Each of these
options were granted under HealthGate's 1994 Stock Option Plan. Dr. Bisbee's
options have an exercise price of $4.125 per share. Dr. Nelson's options have an
exercise price of $2.8125 per share. Mr. Pyle's options have an exercise price
of $1.407 per share. All exercise prices were based on the closing price for our
common stock as reported by Nasdaq at the time of grant. These options all vest
quarterly over three years based on continuing service as a director and expire
five years from the date of grant.

     In September 2001, in connection with his departure from Blackwell Science,
Blackwell's stock options for Mr. Conibear's services as a director stopped
vesting and expired without exercise. In October 2001, Mr. Conibear was granted
stock options for 10,000 shares of HealthGate's Common Stock for his continuing
services as a director. Mr. Conibear's new options have an exercise price of
$0.70 per share (which was the closing price for our common stock as reported by
Nasdaq at the time of grant), vest quarterly over three years based on
continuing service as a director and expire in October 2006.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

     Under an employment agreement dated October 1, 1995, HealthGate agreed to
employ Mr. Reece as Chairman of the Board, President and Chief Executive Officer
of HealthGate for a period of three years beginning on October 1, 1995, to be
automatically renewed on an annual basis, unless either party does not wish to
extend the employment agreement, in which case the agreement will terminate
three years from the applicable renewal date. Under the agreement, Mr. Reece's
minimum base salary is $110,000 per annum, subject to annual review by the Board
of Directors. Mr. Reece is also eligible to participate in any bonus programs
HealthGate adopts. Mr. Reece's 2001 annual


                                       6
<PAGE>

base salary was $240,000. Additionally, for 2001 services, Mr. Reece received
bonuses of $96,650 under HealthGate's 2001 Executive Bonus Plan.

     HealthGate may terminate Mr. Reece's employment for malfeasance,
nonfeasance or breach of the employment agreement, as determined by 75% of the
Board of Directors. If we terminate Mr. Reece's employment for malfeasance,
nonfeasance or breach of the employment agreement, Mr. Reece will be entitled to
receive a lump sum severance payment equal to 12 months' compensation at his
then current base salary, the amount of any bonus paid to him in the previous
contract year, and any accrued bonus through the date of termination, plus any
benefits to which he is entitled for 12 months following the date of
termination. We may also terminate Mr. Reece's employment if Mr. Reece is
convicted of a felony involving HealthGate. If we terminate Mr. Reece's
employment for conviction of a felony involving HealthGate, Mr. Reece will not
be entitled to any further compensation under the employment agreement, except
as may be required by applicable law.

     In addition, Mr. Reece may elect to terminate the employment agreement for
good reason or following a change in control of HealthGate. In the event Mr.
Reece makes such an election for good reason or as a result of a change in
control, he will be entitled to a lump sum severance payment equal to 12 months'
compensation at his then-current base salary, any accrued bonus through the date
of election, plus any benefits to which he is entitled for 12 months following
the date of election.

     HealthGate has agreed that if it terminates the employment of certain
employees, including Ms. Zsolcsak and Mr. Lawson, without cause, the employee
shall be entitled to severance payments comprising the employee's then current
base salary and then current health care coverage for six months from the date
of termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of our executive officers serves as a member of the Board of Directors
or compensation committee of any entity that has one or more of its executive
officers serving as a member of our Board of Directors or Compensation
Committee. Our Compensation Committee currently consists of Dr. Bisbee and
Messrs. Conibear and Pyle, none of whom has ever been an officer or employee of
HealthGate.


                                       7
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information with respect to the beneficial
ownership of our Common Stock as of March 31, 2002 by: (a) each person who we
know owns beneficially more than 5% of our Common Stock; (b) each of our
Directors; (c) each of the Named Executive Officers; and (d) all of our
Directors, nominees and executive officers as a group. Unless otherwise
indicated, the mailing address for each person and business entity listed below
is c/o HealthGate Data Corp., 25 Corporate Drive, Suite 310, Burlington, MA
01803.

<TABLE>
<CAPTION>
                                                         SHARES          PERCENT
                                                       BENEFICIALLY   BENEFICIALLY
BENEFICIAL OWNER                                          OWNED           OWNED (1)
----------------                                       ------------   -------------
<S>                                                     <C>                 <C>
General Electric Company(2)...........................   1,232,085           19.2%
  2135 Easton Turnpike
  Fairfield, CT 06431
Blackwell Science, Ltd.(3)............................     673,990           11.2%
  Oxney Mead, Oxford
  OX2 OEL, United Kingdom
HCA,  Inc. (4)........................................     647,012            9.7%
  One Park Plaza
  Nashville, Tennessee 37203
Computer Sciences Corporation(5)......................     599,403            9.9%
  2100 East Grand Avenue
  El Segundo, CA 90245
William S. Reece(6) ..................................     571,274            9.4%
Barry M. Manuel, M.D.(7) .............................     395,933            6.6%
  65 Wellesley Road
  Belmont, MA 02478
NBC Internet, Inc.(8).................................     384,848            6.3%
  225 Bush Street
  San Francisco, CA 94104
Rick Lawson(9)    ....................................     266,066            4.4%
David Friend(10)  ....................................     204,761            3.4%
William G. Nelson(11) ................................     137,943            2.3%
Edson D. de Castro(12)  ..............................      50,689              *
Thomas O. Pyle(13) ...................................      11,666              *
Gerald E. Bisbee, Jr.(14)  ...........................       6,667              *
Jonathan J. G. Conibear(15) ..........................       2,500              *
Veronica M. Zsolcsak(16)  ............................           0              *
Executive officers and directors as a group
  (9 persons)(17).....................................   1,251,566           20.6%
------------------------
</TABLE>
* Less than one percent of outstanding shares.

(1)  Percentage ownership is based on 6,014,676 shares outstanding as of March
     31, 2002. Shares of Common Stock subject to options and warrants currently
     exercisable or exercisable within 60 days of March 31, 2002 are deemed
     outstanding for the purpose of computing the percentage ownership of the
     person holding such options but are not deemed outstanding for computing
     the percentage ownership of any other person. Unless otherwise indicated
     below, the persons and entities named in the table have sole voting and
     sole investment power with respect to all shares beneficially owned,
     subject to community property laws where applicable.

(2)  Amounts based on Schedule 13D filed by General Electric Capital Corporation
     on February 11, 2000, this amount includes 396,600 shares of Common Stock
     issuable pursuant to a warrant granted to General Electric Company in
     connection with our development and distribution agreement with GE Medical
     Systems, an operating unit of General Electric Company and 835,485 shares
     of Common Stock owned by GE Capital Equity Investments, Inc., a
     wholly-owned subsidiary of General Electric Capital Corporation and an
     affiliate of


                                       8
<PAGE>


     General Electric Company. GE Capital Equity Investments shares beneficial
     ownership of the 835,485 outstanding shares with General Electric Capital
     Corporation with respect to all shares held of record by GE Capital Equity
     Investments. This amount does not include any shares of our Common Stock
     beneficially owned by NBC Internet, Inc. and listed separately in this
     table. We understand that NBC Internet, Inc. is affiliated with General
     Electric Company. General Electric Company disclaims any beneficial
     ownership of the shares held by NBC Internet, Inc.

(3)  Includes 88,759 shares owned by Blackwell Wissenschafts-Verlag GmbH, a
     wholly owned subsidiary of Blackwell Science.

(4)  Includes 647,012 shares issuable pursuant to a warrant issued to CIS
     Holdings, Inc., an indirect, wholly owned subsidiary of HCA, Inc., formerly
     known as Columbia/HCA Healthcare Corporation.

(5)  Amounts based on Schedule 13G filed by Computer Sciences Corporation on
     June 1, 2001.

(6)  Includes 34,722 shares of Common Stock issuable to Mr. Reece upon the
     exercise of stock options. This amount does not include shares of Common
     Stock issuable to Mr. Reece upon exercise of stock options cancelled under
     the Company's Exchange Offer and due to be reissued on or after July 1,
     2002.

(7)  Includes 395,933 shares owned by Dr. Manuel, 105,760 shares held in trusts
     for which Dr. Manuel serves as trustee for the benefit of his children and
     grandchildren. Dr. Manuel disclaims beneficial ownership of the 105,760
     shares held in trust for the benefit of his children and grandchildren.

(8)  Includes 124,643 shares of Common Stock owned by Snap! LLC, a wholly
     owned subsidiary of NBC, Internet Inc., 193,539 shares of our Common Stock
     owned by NBC Internet, Inc. and 66,666 shares of our Common Stock issuable
     pursuant to a warrant issued to NBC Internet, Inc. We understand that NBC
     Internet, Inc. is affiliated with General Electric Company.

(9)  This amount does not include shares of Common Stock issuable to Mr. Lawson
     upon exercise of stock options cancelled under the Company's Exchange Offer
     and due to be reissued on or after July 1, 2002.

(10) Includes 8,319 shares of Common Stock issuable to Mr. Friend upon exercise
     of stock options.

(11) Includes 5,834 shares of Common Stock issuable to Dr. Nelson upon exercise
     of stock options.

(12) Includes 7,218 shares of Common Stock issuable to Mr. de Castro upon
     exercise of stock options.

(13) Includes 5,000 shares of Common Stock issuable to Mr. Pyle upon exercise of
     stock options.

(14) Includes 5,000 shares of Common Stock issuable to Dr. Bisbee upon exercise
     of stock options.

(15) Includes 2,500 shares of Common Stock issuable to Mr. Conibear upon
     exercise of stock options.

(16) This amount does not include shares of Common Stock issuable to Ms.
     Zsolcsak upon exercise of stock options cancelled under the Company's
     Exchange Offer and due to be reissued on or after July 1, 2002.

(17) Includes 70,260 shares of Common Stock issuable upon exercise of stock
     options.

                                       9
<PAGE>



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In January 2000, HealthGate entered into a new activePress Journal Hosting
and Delivery Agreement with Blackwell Science, Ltd. and Munksgaard International
Publishers Limited. Blackwell Science, together with Blackwell
Wissenshafts-Verlag GmbH, a wholly owned subsidiary of Blackwell Science, owns
and holds 673,990 shares of our common stock. Jonathan Conibear, one of our
Directors, was an Executive Director of Blackwell Science through September
2001. Pursuant to this agreement, we hosted a Web site for Blackwell Science's
journals and other publications through January 2002. Blackwell Science paid us
a total of $1,778,000 for fees during 2001. HealthGate does not expect to have
significant revenues from Blackwell Science in 2002.

     In June 1999, HealthGate entered into a development and distribution
agreement with GE Medical Systems pursuant to which we agreed to develop GE
Medical Systems branded enhanced versions of our CHOICE Web site product and
granted GE Medical Systems a license to sell our CHOICE Web site product. In
June 2000 and June 2001 the development and distribution agreement was renewed
for an additional one-year periods. Pursuant to this agreement, GE Medical
Systems paid HealthGate a total of $945,000 in 2001 for GE Medical Systems
branded versions of CHOICE web sites. General Electric Company is a principal
stockholder of HealthGate.

     In October 1999, HealthGate entered into a three-year strategic alliance
agreement with Snap! LLC and Xoom.com, Inc. The rights of Snap! LLC and
Xoom.com, Inc. were subsequently assigned to NBC Internet, Inc. ("NBCi"). Under
the original agreement, NBCi was to provide various services to promote
HealthGate's name, the www.healthgate.com Web site, enterprise-based CHOICE Web
sites and the products and services HealthGate offers. In September 2000
HealthGate and NBCi amended this agreement. One of the provisions of the revised
agreement was that HealthGate agreed to redirect its user traffic from
www.healthgate.com to the Health Channel section of NBCi's consumer Internet
portal at www.nbci.com so that NBCi could count all user traffic as part of its
total user base. In March 2001, HealthGate further amended its agreement with
NBCi. Under the amended agreement, HealthGate issued a warrant to NBCi to
purchase 66,666 shares of HealthGate common stock at an exercise price per share
of $0.5625 (which was the closing price for our common stock as reported by
Nasdaq at the time of the amended agreement). HealthGate was also to pay NBCi
$2,100,000 in cash in 2001 and $2,800,000 in cash in 2002, and was to provide
content to NBCi through October 2004. In return, NBCi was to feature HealthGate
as the anchor tenant on the men's health, women's health and drugs and
medications sections of the Health Channel of the NBCi portal through October
2002 and share advertising and sponsorship revenue derived from the co-branded
www.healthgate.nbci.com Web site with HealthGate through October 2004. In June
2001, HealthGate negotiated to end its contract with NBCi. In connection with
this termination agreement HealthGate paid NBCi $831,000 during the third
quarter of 2001. HealthGate also paid NBCi $592,000 in 2001 under the March 2001
amended agreement. HealthGate's results of operations for the year ended
December 31, 2001 include operating expenses of $550,000 relating to
HealthGate's agreement with NBCi and a non-recurring charge of $1,070,000
related to the contract termination. NBCi is a principal stockholder of
HealthGate and an affiliate of General Electric Company, which is also a
principal stockholder of HealthGate.

     In November 1999, HealthGate entered into a three-year development
agreement with Columbia Information Systems, Inc., now known as HCA-Information
Technology & Services, Inc. ("HCA-Information"). Under our original agreement,
we agreed to design, develop, and maintain a health portal site for
HCA-Information and design, develop and maintain customized, co-branded CHOICE
Web sites for up to 280 Columbia/HCA hospitals and affiliates. The original
agreement provided for an annual license fee of $3.5 million to be paid by
HCA-Information for all products and services that we provided under the
agreement. In addition, the original agreement provided for sharing advertising
and sponsorship revenues and certain e-commerce revenues. The original agreement
allowed HCA-Information to terminate it without cause on June 1, 2001, upon
payment of a $1.0 million termination fee to HealthGate. In March 2001,
HealthGate and HCA-Information amended the development agreement. The term of
the amendment is from March 2001 to November 2002 and calls for HCA-Information
to pay license fees to HealthGate of approximately $1.4 million in both 2001 and
2002. The amendment significantly reduces the content that will be made
available on the customized HCA CHOICE Web sites, increases the maximum number
of hospitals covered to 330 and eliminates HCA-Information's option to terminate
the agreement on June 1, 2001. In 2001, HCA-Information paid HealthGate a total
of $2.3 million in license fees. HCA, Inc., formerly known as Columbia/HCA
Healthcare Corporation holds a warrant for shares of HealthGate's common stock.





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